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                                                                    EXHIBIT 10.6

                              EMPLOYMENT AGREEMENT

AGREEMENT made effective as of the 1st March 1999, between ESG Re Limited, a
Bermuda company (the "Company"), and it various subsidiaries and Margaret L
Webster ("Executive").

WHEREAS, the Company wishes to retain the services of the Executive and
recognises that the Executive's contribution to the growth and success of the
Company will be substantial; and

WHEREAS, the Executive is willing to commit to serve the Company, on the terms
and conditions herein provided.

NOW, THEREFORE, in order to effect the foregoing, the Company and the Executive
wish to enter into an employment agreement on the terms and conditions set forth
below. Accordingly, in consideration of the promises and the respective
covenants and agreements of the parties herein contained, and intending to be
legally bound hereby, the parties hereto agree to follows:-

1.       EMPLOYMENT

         The Company hereby agrees to employ the Executive, and the Executive
         hereby agrees to be employed by the Company, on the terms and
         conditions set forth herein.

2.       TERM

         The term of the Executive's employment hereunder shall commence as of
         the date hereof and shall continue until the close of business on the
         third anniversary of the date hereof, subject to earlier termination in
         accordance with the terms of this Agreement (the "Term"). The Term
         shall be automatically extended for successive one-year periods
         thereafter unless any of the parties notifies the other in writing of
         its intention not to so extend the Term at least six months prior to
         the commencement of the next scheduled one year extension.

3.       POSITION AND DUTIES

         (a) TITLE AND DUTIES

             The Executive shall serve as the Chief Administrative Officer of
             the Company and shall have such duties, authority and
             responsibilities as are referenced in Exhibit A as attached to this
             Agreement. The Executive shall report directly to the Chief
             Financial Officer of the Company. The Executive shall devote
             substantially all of Executive's working time and efforts to the
             business and affairs of the Company, at such locations, including
             Germany, Bermuda, Ireland and Toronto and/or as mutually agreed
             upon by the Executive and the Company. The Executive shall not
             serve as Director or Officer of any unaffiliated companies,
             including but not limited to, any charitable organisation or
             chamber of commerce without the written consent of the Company.


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         (b) OFFICE AND FACILITIES

             The Executive shall be provided with appropriate office and support
             facilities at the Company's offices in Dublin, Ireland in order for
             the Executive to perform Executive's duties to the Company. The
             Executive shall serve as an Officer of the Company and shall agree
             to serve on other committees of the Company or any other affiliated
             company, without additional compensation, if so requested by the
             Company.

4.       COMPENSATION

         (a) BASE SALARY

             During the Term, the Company shall pay to the Executive an annual
             base salary of US$180,000. The Executive's base salary shall be
             paid in substantially equal installments on a basis consistent with
             the Company's payroll practices. The Executive's base salary, as in
             effect at any time, is hereinafter referred to as the "Base
             Salary". The Compensation Committee of the Board (the "Compensation
             Committee") shall review the Executive's performance on an annual
             basis and may increase the Executive's Base Salary, in its sole
             discretion, as it deems appropriate.

             At the request of the Executive, the Company will pay up to 100% of
             the Base Salary in US Dollars, Euros or Irish Pounds.

         (b) ANNUAL BONUS

             The Compensation Committee may award the Executive an annual bonus,
             at such time and in such amount, as the Compensation Committee, in
             its sole discretion, deems appropriate.

5.       EMPLOYEE BENEFITS

         (a) BENEFIT PLANS

             The Executive shall be entitled to participate in all employee
             benefit plans, which include worldwide medical, dental and vision
             coverage, a pension plan, perquisite and fringe benefit
             arrangements of the Company made available by the Company to its
             senior executives, subject to, and on the basis consistent with the
             terms, conditions and administration of such plans and
             arrangements.

         (b) EXPENSES

             The Executive shall be entitled to receive prompt reimbursement for
             all reasonable and customary expenses incurred by the Executive in
             performing services hereunder including all expenses of travel and
             living expenses while away from home on business at the request of
             and in the service of the Company or any of it Affiliates (defined
             in this Agreement as any company which the Company has a majority
             share of) and promoting the business of the Company, provided that
             such expenses are incurred and accounted for in accordance with the
             policies and procedures established by the Company.


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         (c) VACATION

             The Executive shall be entitled to vacations and holidays on a
             basis consistent with that offered to other senior executive
             officers of the Company.

         (d) TAX EQUALISATION

             In the event that the Executive will be subject to taxes in excess
             of those that would otherwise have been due under US tax code as a
             US citizen working in the US, ESG Re will compensate the Executive
             for the difference.

6.       TERMINATION OF EMPLOYMENT

         The Company and the Executive may each terminate the Executive's
         employment hereunder during the Term for any reason:-

         (a) TERMINATION BY THE COMPANY WITHOUT CAUSE OR BY THE EXECUTIVE FOR
             GOOD REASON

             If the Company shall terminate the Executive's employment without
             "Cause" (as defined in Section 6(f)(i)(1-6), or if the Executive
             resigns for Good Reason (as defined in Section 6(f)(iv) then, the
             Executive shall be entitled to his Base Salary at the time of the
             termination for the greater of (1) the remainder of the Term, or
             (2) one year, subject to and conditioned upon the Executive's
             compliance with Section 8 hereof. Options held by the Executive
             will be treated as provided for in the applicable Award Agreement.
             In addition, the Company would provide the Executive the same
             relocation benefits as Executive had when Executive moved to
             Ireland to take up the appointment (Reasonable Relocation Costs),
             for a move back to the United States for the Executive and family.

             Except for the obligations listed in the initial letter of offer,
             any subsequent legal document, other Agreements or benefits plans
             and as expressly provided above, the Company and the Executive will
             have no further obligations to each other hereunder following the
             Executive's termination of employment under the circumstances
             described in this Section 6(a), (other than those under Section 8
             of this Agreement "Confidentiality").

         (b) TERMINATION DUE TO NON-RENEWAL OF THE TERM OR DEATH OR DISABILITY

             If the Executive's employment is terminated due to a Non-Renewal of
             the Term by either party to this Agreement or due to the
             Executive's death or disability (as defined in Section 6(f)), the
             Executive shall be entitled to a lump sum cash payment equal to the
             Executive's Base Salary through the date of termination. Options
             held by the Executive will be treated as provided for in the
             applicable Award Agreement. In addition, the Company will reimburse
             Reasonable Relocation Costs for a move back to the United States
             for the Executive and family.

             Except for the obligations listed in the initial letter of offer,
             any subsequent legal document, other Agreements or benefit plans
             and as expressly provided above, the Company and the Executive will
             have no further obligations to each other hereunder following the
             Executive's termination of employment under the circumstances
             described in this Section 6(b), (other than those under Section 8
             of this Agreement "Confidentiality").


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         (c) TERMINATION BY THE COMPANY FOR CAUSE OR BY THE EXECUTIVE OTHER THAN
             FOR GOOD REASON

             If the Executive's employment is terminated by the Company for
             Cause or by the Executive other than for Good Reason, the Executive
             shall be entitled to a lump sum cash payment equal to his Base
             Salary through the date of termination. Options held by the
             Executive shall be treated as provided for in the applicable Award
             Agreement.

             Except as expressly provided above and in the initial offer letter,
             any subsequent legal document, other Agreements or benefit plans,
             the Company and the Executive will have no further obligations to
             each other hereunder following the Executive's termination of
             employment under the circumstances described in this Section 6(c),
             other than those under Section 8 of this Agreement
             "Confidentiality").

         (d) TERMINATION WITHIN ONE YEAR OF A CHANGE IN CONTROL

             If the Company terminates the Executive's employment without Cause
             or the Executive terminates employment for Good Reason within one
             year following a Change in Control, the Executive shall be
             entitled, in addition to the compensation otherwise payable and any
             other obligations due upon his termination of employment pursuant
             to Section 6(a) above, to a lump sum payment to which the Executive
             is entitled which when added to the present value of all other
             benefits or payments to which the Executive is entitled which would
             constitute "Parachute Payments" (as defined in Section 280G of the
             US Internal Revenue Code of 1996, as amended (the "Code"); equals
             2.99 times the Executive's "Base Amount" (as defined in Section
             280G of the Code).

         (e) NOTICE OF TERMINATION

             Any termination of the Executive's employment by the Company or by
             the Executive (other than termination pursuant to the Executive's
             death) shall be communicated by written Notice of Termination to
             the other party hereto in accordance with Section 11 hereof. If the
             Company terminates the Executive's employment for Cause or if the
             Executive resigns for Good Reason, the "Notice of Termination"
             shall mean a notice which shall indicate the specific termination
             provision in this Agreement relied upon and shall set forth in
             reasonable detail the facts and circumstances claimed to provide a
             basis for termination of the Executive's employment under the
             provision so indicated. For purposes of this Agreement, the date of
             the Executive's termination of employment shall be deemed to be the
             date as specified in the Notice of Termination.

         (f) DEFINITIONS - For purpose of this Agreement

             (i) "Cause" shall mean

                  (1) The Executive's breach of any material term of this
                      Agreement, including, but not limited to, the covenants
                      set forth in Sections 7 and 8 hereof if applicable,
                      provided that the Executive shall have Sixty days to cure
                      the breach of any such material term from the date that
                      Executive is notified in writing by the Company of such a
                      breach.


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                  (2) The Executive's failure or refusal to perform duties as
                      provided by Exhibit A hereunder or to perform specific
                      directives of the Company that are consistent with
                      Executive's position as Chief Administrative Officer of
                      the Company, provided that such directives do not violate
                      any applicable laws or Industry Standards and provided,
                      however, that the Executive shall have Sixty days to cure
                      such breach, failure or refusal to perform from the date
                      that Executive is notified in writing by the Company of
                      such occurrence;

                  (3) Intentional Dishonesty of the Executive which is the cause
                      of a material loss to the Company or any of its
                      Affiliates;

                  (4) Any gross or willful conduct of the Executive specifically
                      intended to cause substantial loss to or theft from the
                      Company or any of the Company's Affiliates;

                  (5) Alcoholism or Abuse of drugs or any controlled substances
                      which interferes with the performance of the Executive's
                      duties and responsibilities under this Agreement; or

                  (6) The Executive is convicted of a felony, whether or not
                      related to the business of the Company, including but not
                      limited to, any felony related to tax evasion, bribery,
                      theft, or political payoffs.

             (ii) "Change in Control" shall mean the occurrence of any of the
                  following (i) the sale, lease, transfer or other disposition,
                  in one or a series of related transactions, of all or a
                  majority of the assets of the Company other than to any of the
                  Company's Affiliates, or (ii) a merger or sale of the Company
                  pursuant to which the shareholders of the Company immediately
                  prior to such merger or sale do not own a majority of the
                  stock of the Company or the surviving corporation immediately
                  after such merger or sale.

             (iii) "Disability" shall mean the Executive's adjudication as
                  mentally incompetent, or mental or physical disability
                  preventing the Executive from performing duties under this
                  Employment Agreement for a period of 180 consecutive days.

             (iv) "Good Reason" shall include but not be limited to (1) a
                  material diminution of the Executive's duties (per Exhibit A
                  as attached) or the assignment to the Executive of a title or
                  duties inconsistent using the position of Chief Administrative
                  Officer (2) a material reduction in Executive's Base Salary
                  amounting to at least 10%, (3) An intentional breach of any
                  applicable law, regulation or Industry Standard by the
                  Company, its various subsidiaries, Affiliates, agents or other
                  individuals or entities performing duties at the direction of
                  the Company including, without limitation the employees of the
                  entities listed above while acting in the scope of their
                  employment ("Related Parties") or the failure of the Company
                  to immediately cure a breach of any applicable law, regulation
                  or Industry Standard, upon becoming aware of such breach,
                  (4)failure of the Company to comply with any material
                  provision of this Agreement.


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7.       NON-COMPETITION

         (a) The Executive acknowledges and recognises the highly competitive
             nature of the business of the Company and its affiliates and
             accordingly agrees as follows:-

             (i)   During the Employment Term and for a period of 18 months
                   following the Executive's termination of employment for other
                   than Good Reason pursuant to Section 6(c) of this Agreement
                   (unless such termination of employment occurs within one year
                   following a Change in Control, in which case this paragraph
                   shall not be applicable) (the "Restricted Period"), the
                   Executive will not, unless the Executive is given written
                   permission by the Company, directly or indirectly, (i) engage
                   in any business for the Executive's own account that competes
                   directly with the business of the Company or any of its
                   affiliates that are engaged in the insurance or reinsurance
                   business (the "Company Affiliates"), (ii) enter the
                   employment of, or render any services to, any person engaged
                   in any business that competes directly with the business of
                   the Company or the Company Affiliates, (iii) acquire a
                   majority financial interest in, or otherwise become actively
                   involved with, any person engaged in any business that
                   competes directly with the business of the Company or the
                   Company Affiliates, directly or indirectly, as an individual,
                   partner, shareholder, officer, director, principal, agent,
                   trustee or consultant, or (v) interfere with business
                   relationships (whether formed before or after the date of
                   this Agreement) of the Company or the Company Affiliates.

             (ii)  Notwithstanding anything to the contrary in this Agreement,
                   the Executive may, directly own, solely as an investment,
                   securities of any person engaged in the business of the
                   Company or the Company Affiliates if the Executive (i) is not
                   a controlling person of, or a member of a group which
                   controls, such person and (ii) does not, directly or
                   indirectly, own more than one share less than 5% of any class
                   of securities of such person.

             (iii) During the Restricted Period, the Executive will not,
                   directly or indirectly, (i) solicit or encourage any employee
                   of the Company or Company Affiliates or (ii) hire any such
                   employee who has left the employment of the Company or the
                   Company Affiliates to cease to work with the Company or the
                   Company Affiliates any consultant then under contract with
                   the Company or the Company Affiliates.

             (iv)  During the Restricted Period, the Executive will not,
                   directly or indirectly, solicit or encourage to cease to work
                   with the Company or the Company Affiliates any consultant
                   then under contract with the Company or the Company
                   Affiliates.

        (b)  It is expressly understood and agreed that although the Executive
             and the Company consider the restrictions contained in this Section
             7 to be reasonable, if a final judicial determination is made by a
             court of competent jurisdiction that the time or territory or any
             other restriction contained in this Agreement is an unenforceable
             restriction against the Executive, the provisions of this Agreement
             shall not be rendered void but shall be deemed amended to apply as
             to such maximum time and territory and to such maximum extent as
             such court may judicially determine or indicate to be enforceable.
             Alternatively, if any court of competent jurisdiction finds that
             any restriction contained in this Agreement is unenforceable, and
             such restriction cannot be amended so as to make it enforceable,
             such finding shall not affect the enforceability of any of the
             other restrictions contained herein.


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8.       CONFIDENTIALITY

         The Executive will not at any time (whether during or after employment
         with the Company) disclose or use for Executive's own benefit or
         purposes or the benefit or purposes of any other person, firm,
         partnership, joint venture, association, corporation or other business
         organisation, entity or enterprise other than the Company and any of
         their subsidiaries or Affiliates, any trade secrets, information, data,
         or other confidential information relating to customers, development
         programs, costs, marketing, trading, investment, sales activities,
         promotion, credit and financial data, financing methods, plans, or the
         business and affairs of the Company or of any subsidiary or affiliate
         of the Company, PROVIDED that foregoing shall not apply to information
         which is not unique to the Company or any of its subsidiaries or
         alliliates or which is generally known to the industry or the public
         other than as a result of the Executive's breach of this covenant. The
         Executive agrees that upon termination of employment with the Company
         for any reason, he will return to the Company immediately all
         memoranda, books, papers, Plans, information, letters and other data,
         and all copies thereof or therefrom, in any way relating to the
         business of the Company and its affiliates, except that he may retain
         personal notes, notebooks, diaries and reference materials. The
         Executive further agrees that he will not retain or use for Executive's
         account at any time any trade names, trademarks, or other proprietary
         business designations used or owned in connection with the business of
         the Company or their Affiliates.

9.       EQUITABLE RELIEF

         The Executive acknowledges and agrees that the Company's remedies at
         law for a breach or threatened breach of any of the provisions of
         Section 7 or Section 8 would be inadequate and, in recognition of this
         fact, the Executive agrees that, in the event of such a breach or
         threatened breach, in addition to any remedies at law, the Company,
         without posting any bond or security, shall be entitled to obtain
         equitable relief in the form of specific performance, temporary
         restraining order, temporary or permanent injunction or any other
         equitable remedy which may then be available.

10.      SUCCESSORS; BINDING AGREEMENT

         (a)      The Company will require any successor (whether direct or
                  indirect, by purchase, merger, consolidation or otherwise) to
                  all or a majority of the business and/or assets of the Company
                  to expressly assume and agree to perform this Agreement in the
                  same manner and to the same extent that the Company would be
                  required to perform it if no such succession had taken place.
                  As used in this Agreement, "Company" shall mean the Company as
                  herein defined and any successor to its business and/or assets
                  as aforesaid which executes and delivers the agreement
                  provided for in this Section 10 or which otherwise becomes
                  bound by all the terms and provisions of this Agreement by
                  operation of law.

         (b)      This Agreement and all rights of the Executive hereunder shall
                  inure to the benefit of and be enforceable by the Executive's
                  personal or legal representatives, executors, administrators,
                  successors, heirs, distributes, devisees and legatees. If the
                  Executive should die while any amounts are payable to him
                  hereunder all such amounts unless otherwise provided herein,
                  shall be paid in accordance with the terms of this Agreement
                  to the Executive's devisee, legatee, or other designee or, if
                  there be no such designee, to the Executive's estate.


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11.      NOTICE

         For the purpose of this Agreement, notices, demands and all other
         communications provided for in this Agreement shall be in writing and
         shall be deemed to have been duly given when personally delivered with
         receipt acknowledged or after having been received by certified or
         registered mail, return receipt requested, postage prepaid, addressed
         as follows:-

                           If to the Executive:

                           Margaret L. Webster
                           c/o ESG Re Limited
                           12/13 Exchange Place
                           IFSC
                           Dublin 1
                           Ireland

                           If to the Company:

                           ESG Re Limited
                           16 Church Street
                           Hamilton, HM11
                           Bermuda
                           Attention:  Chief Financial Officer

         Or to such other address as any party may have furnished to the other
         in writing in accordance herewith, except that notices of change of
         address shall be effective only upon receipt.

12.      MISCELLANEOUS

         No provisions of this Agreement may be modified, waived or discharged
         unless such waiver, modification or discharge is agreed to in writing
         signed by the Executive and such officer of the Company as may be
         specifically designated by the Company as the case may be. No waiver by
         any party hereto at any time of any breach by the other party hereto
         of, or compliance with, any condition or provision of this Agreement to
         be performed by such other party shall be deemed a waiver of similar or
         dissimilar provisions or conditions at the same or at any prior or
         subsequent time. The laws of Bermuda without regard to its conflicts of
         law principles shall govern the validity, interpretation, construction
         and performance of this Agreement.

13.      VALIDITY

         The invalidity or unenforceability of any provisions of this Agreement
         shall not affect the validity or enforceability of any other provision
         of this Agreement, which shall remain in full force and effect.

14.      COUNTERPARTS

         This Agreement may be executed in one or more counterpart, each of
         which shall be deemed to be an original but all of which together will
         constitute one and the same instrument.

15.      WITHHOLDING

         The Company may withhold from any amounts payable under this Agreement
         such federal, state and local and foreign taxes as may be required to
         be withheld pursuant to applicable law or regulation.


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16.      ENTIRE AGREEMENT

         This Agreement sets forth the entire agreement of the parties hereto in
         respect of the subject matter contained herein and supersedes all prior
         agreements, promises, covenants, arrangements, communications,
         representations or warranties, whether oral or written, by any officer,
         employee or representative of any party hereto, including any prior
         employment agreements other than those contained in the employment
         offer dated 1st March 1999.

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed
and the Executive has hereunto set his hand, effective as of the ____ day of
____ April 1999.

                           ESG Re Limited

                           By:
                                            --------------------------
                                            Name:
                                            Title:

                                            Margaret L. Webster


                                            --------------------------