EXHIBIT 10.1

                                     FORM OF
                               INDEMNITY AGREEMENT


         THIS INDEMNITY  AGREEMENT (this  "Agreement") is entered into as of the
___ day of ________,  1998,  between RISCORP,  Inc., a Florida  corporation (the
"Corporation"), and _____________ ("Indemnitee").

         WHEREAS, it is essential to the Corporation to retain and attract as
directors and officers the most capable persons available; and

         WHEREAS,  Indemnitee is a director [and officer] of the Corporation and
from time to time may also serve at the  Corporation's  request  as a  director,
officer,  partner,  trustee,  employee,  or agent of another foreign or domestic
corporation,  partnership,  limited  liability  company,  joint venture,  trust,
employee benefit plan, or other entity; and

         WHEREAS,  both the  Corporation  and  Indemnitee  recognize the risk of
litigation  and other claims being  asserted  against  directors and officers of
business corporations in today's environment; and

         WHEREAS, in recognition of Indemnitee's need for substantial protection
against  personal  liability  and in order  to  enhance  Indemnitee's  continued
service to the Corporation and such other entities in an effective  manner,  the
Corporation   desires  to  extend  to  Indemnitee  the  contractual   rights  to
indemnification and advancement of expenses as provided herein;

         NOW,  THEREFORE,  in  consideration of the premises and intending to be
legally bound hereby, the parties hereto agree as follows:

         1. Certain  Definitions for Purposes of this  Agreement.  The following
terms as used in this Agreement shall have the meanings set forth below.

         (a)      "Change in Control" shall have occurred if, during any period
                  of two consecutive years, individuals who at the beginning of
                  such period constitute the Board of Directors of the
                  Corporation cease for any reason to constitute at least a
                  majority thereof, unless the election of each new Director was
                  approved in advance by a vote of at least a majority of the
                  Directors then still in office who were Directors at the
                  beginning of the period.

         (b)      "Corporation"  includes  any  domestic or foreign  predecessor
                  entity of the Corporation in a merger or other  transaction in
                  which the predecessor's  existence ceased upon consummation of
                  the transaction.


<PAGE>





         (c)      "Director" means an individual who is or was a director of the
                  Corporation or an individual who, while a director of the
                  Corporation, is or was serving at the Corporation's request as
                  a director, officer, partner, trustee, employee, or agent of
                  another foreign or domestic corporation, partnership, limited
                  liability company, joint venture, trust, employee benefit
                  plan, or other entity. A Director is considered to be serving
                  an employee benefit plan at the Corporation's request if his
                  duties to the Corporation also impose duties on, or otherwise
                  involve services by, him to the plan or to participants in or
                  beneficiaries of the plan. "Director" includes, unless the
                  context requires otherwise, the estate or personal
                  representative of a Director.

         (d)      "Disinterested  Director" or  "Disinterested  Officer" means a
                  Director or Officer,  respectively,  who at the time of a vote
                  or  selection  referred  to in  Section  3(c) or 4(b) is not a
                  Party to the Proceeding.

         (e)      "Expenses" includes all reasonable counsel fees, retainers,
                  court costs, transcript costs, fees of experts, witness fees,
                  travel expenses, duplicating costs, printing and binding
                  costs, telephone charges, postage, delivery service fees, and
                  all other disbursements or expenses of the types customarily
                  incurred in connection with prosecuting, defending, preparing
                  to prosecute or defend, investigating, being or preparing to
                  be a witness in, or otherwise participating in, a Proceeding,
                  including any appeals.

         (f)      "Independent Legal Counsel" shall mean a law firm, or a member
                  of a law firm, that is experienced in matters of corporation
                  law and neither at the time of retention is, nor in the five
                  years preceding the date of such retention has been, retained
                  to represent (i) the Corporation or Indemnitee in any matter
                  material to either such party or (ii) any other Party to the
                  Proceeding giving rise to a claim for indemnification under
                  this Agreement. Notwithstanding the foregoing, the term
                  "Independent Legal Counsel" shall not include any person who,
                  under the applicable standards of professional conduct then
                  prevailing, would have a conflict of interest in representing
                  either the Corporation or Indemnitee in an action to determine
                  Indemnitee's rights under this Agreement.

         (g)      "Liability"   includes  the  obligation  to  pay  a  judgment,
                  settlement,  penalty,  fine  (including an excise tax assessed
                  with  respect to an  employee  benefit  plan),  or  reasonable
                  Expenses actually incurred with respect to a Proceeding.

         (h)      "Officer"  means an individual who is or was an officer of the
                  Corporation  or an  individual  who,  while an  officer of the
                  Corporation, is or was serving at the Corporation's request as
                  a director,  officer, partner, trustee,  employee, or agent of
                  another foreign or domestic corporation,


                                      -2-
<PAGE>

                  partnership,  limited liability company, joint venture, trust,
                  employee  benefit  plan,  or  other  entity.   An  Officer  is
                  considered  to be  serving  an  employee  benefit  plan at the
                  Corporation's  request if his duties to the  Corporation  also
                  impose duties on, or otherwise involve services by, him to the
                  plan  or to  participants  in or  beneficiaries  of the  plan.
                  "Officer" includes, unless the context requires otherwise, the
                  estate or personal representative of an Officer.

         (i)      "Party"  includes an individual  who was, is, or is threatened
                  to be made a named defendant or respondent in a Proceeding.

         (j)      "Proceeding"  includes any threatened,  pending,  or completed
                  action,  suit,  or other type of  proceeding,  whether  civil,
                  criminal,  administrative,  arbitrative or  investigative  and
                  whether formal or informal.

         (k)      "Reviewing  Party" shall mean the person or persons making the
                  entitlement  determination  pursuant  to  Section  4  of  this
                  Agreement,   and  shall  not   include  a  court   making  any
                  determination under this Agreement or otherwise.

         2.       Basic Indemnification Arrangement.

         (a)      Obligation  to  Indemnify;  Standard  of  Conduct.  Except  as
                  provided  in  Sections  2(e),  2(f),  2(g)  or  6  below,  the
                  Corporation shall indemnify Indemnitee in the event Indemnitee
                  is  made  a  Party  to a  Proceeding  because  he is or  was a
                  Director  or  Officer  against   Liability   incurred  in  the
                  Proceeding if:

                           (1)      Indemnitee  conducted  himself in good faith
                                    and in a manner he reasonably believed to be
                                    in, or not opposed to, the best interests of
                                    the Corporation; and

                           (2)      In  the  case  of any  criminal  Proceeding,
                                    Indemnitee   had  no  reasonable   cause  to
                                    believe such conduct was unlawful.

         (b)      Service with Respect to Employee  Benefit  Plan.  Indemnitee's
                  conduct with respect to an employee benefit plan for a purpose
                  he  believed  in  good  faith  to be in the  interests  of the
                  participants in and  beneficiaries of the plan is conduct that
                  satisfies the requirement of Section 2(a)(1).

         (c)      Reliance as Safe Harbor.  For purposes of any determination of
                  good faith,  Indemnitee  shall be deemed to have acted in good
                  faith if  Indemnitee's  conduct  was  based  primarily  on the
                  records  or books of account of the  Corporation  or  relevant
                  entity,  including  financial  statements,  or on  information
                  supplied to Indemnitee by the officers of the Corporation or


                                      -3-
<PAGE>

                  relevant  entity  in the  course  of their  duties,  or on the
                  advice  of  legal  counsel  for the  Corporation  or  relevant
                  entity,  or on information or records given or reports made to
                  the Corporation or relevant entity by an independent certified
                  public accountant, or by an appraiser or other expert selected
                  with reasonable  care by the  Corporation or relevant  entity.
                  The  provisions of this Section 2(c) shall not be deemed to be
                  exclusive  or to limit in any way the other  circumstances  in
                  which  Indemnitee  may be  deemed  to have  met  the  relevant
                  standard of conduct set forth in this Agreement.

           (d)    Termination of Proceeding Not  Determinative.  The termination
                  of a Proceeding by judgment, order, settlement, or conviction,
                  or upon a plea of nolo contendere or its equivalent shall not,
                  of  itself,  create a  presumption  or be  determinative  that
                  Indemnitee  did not meet the relevant  standard of conduct set
                  forth in Section 2(a).

           (e)    Limits on Indemnification. Unless, and then only to the extent
                  that, a court of  competent  jurisdiction  acting  pursuant to
                  Section 5 of this  Agreement  or  Section  607.0850(9)  of the
                  Florida Business  Corporation Act, determines that, in view of
                  the  circumstances  of the  case,  Indemnitee  is  fairly  and
                  reasonably entitled to indemnification,  the Corporation shall
                  not indemnify Indemnitee under this Agreement:

                  (1)      In connection with a Proceeding by or in the right of
                           the  Corporation,   except  for  reasonable  Expenses
                           (including  an excise tax assessed with respect to an
                           employee benefit plan) and amounts paid in settlement
                           not  exceeding,  in the  judgment  of the Board,  the
                           estimated  expense of  litigating  the  Proceeding to
                           conclusion,   actually  and  reasonably  incurred  in
                           connection  with the  defense  or  settlement  of the
                           Proceeding, including any appeal thereof; or

                  (2)      In connection with a Proceeding by or in the right of
                           the Corporation  with respect to any claim,  issue or
                           matter  as  to  which   Indemnitee  shall  have  been
                           adjudged liable to the Corporation.

           (f)    Proceeding Brought by Indemnitee. Notwithstanding any other
                  provision of this Agreement, Indemnitee shall not be entitled
                  to indemnification or advancement of Expenses hereunder with
                  respect to any Proceeding or claim brought or made by him
                  against the Corporation, other than a Proceeding or claim
                  seeking or defending Indemnitee's right to indemnification or
                  advancement of Expenses pursuant to Section 5 hereof or
                  otherwise.

           (g)    Settlements. Notwithstanding any other provision of this
                  Agreement, the Corporation shall not be liable for any amount
                  paid by Indemnitee in



                                      -4-
<PAGE>

                  settlement  of any  Proceeding  that  is not  defended  by the
                  Corporation,  unless the  Corporation  has  consented  to such
                  settlement,  which consent shall not be unreasonably withheld.
                  The Corporation shall not be required to obtain the consent of
                  Indemnitee  to the  settlement  of any  Proceeding  which  the
                  Corporation  has  undertaken  to  defend  if  the  Corporation
                  assumes full and sole  responsibility  for such settlement and
                  the settlement  grants  Indemnitee a complete and  unqualified
                  release in respect of the potential Liability.

           (h)    Partial  Indemnification.  If Indemnitee is entitled under any
                  provision of this Agreement or otherwise to indemnification by
                  the Corporation for some portion of Liability incurred by him,
                  but  not the  total  amount  thereof,  the  Corporation  shall
                  indemnify  Indemnitee  for the  portion of such  Liability  to
                  which he is entitled.

           (i)    Mandatory  Indemnification.  The  Corporation  shall indemnify
                  Indemnitee to the extent that he has been  successful,  on the
                  merits or otherwise, in the defense of any Proceeding to which
                  he was a Party,  or in defense  of any claim,  issue or matter
                  therein,  because he is or was a Director or Officer,  against
                  reasonable  Expenses  incurred by him in  connection  with the
                  Proceeding.

         3.       Advances for Expenses.

         (a)      Obligations and Requirements. The Corporation shall, before
                  final disposition of a Proceeding, advance funds to pay for or
                  reimburse the reasonable Expenses incurred by Indemnitee as a
                  Party to such Proceeding if Indemnitee delivers to the
                  Corporation Indemnitee's written undertaking (meeting the
                  qualifications set forth below in Section 3(b)) to repay any
                  funds advanced if it is ultimately determined that Indemnitee
                  is not entitled to indemnification under this Agreement, the
                  Florida Business Corporation Act or otherwise.

         (b)      Undertaking. The undertaking required by Section 3(a) above
                  must be an unlimited general obligation of Indemnitee but need
                  not be secured and shall be accepted without reference to
                  Indemnitee's financial ability to make repayment. If
                  Indemnitee seeks to enforce his rights to indemnification in a
                  court pursuant to Section 5, such undertaking to repay shall
                  not be applicable or enforceable unless and until there is a
                  final court determination that he is not entitled to
                  indemnification, as to which all rights of appeal have been
                  exhausted or have expired.

         (c)      Evaluation  of  Reasonableness  of Expenses.  Evaluation as to
                  reasonableness  of Expenses of Indemnitee in the specific case
                  shall be made in the same  manner  as the  determination  that
                  indemnification  is permissible,  as described in Section 4(b)
                  below, except that if the determination is made



                                      -5-
<PAGE>

                  by Independent Legal Counsel,  evaluation as to reasonableness
                  of  Expenses  shall be made by those  entitled  under  Section
                  4(b)(3) to select  Independent Legal Counsel.  Notwithstanding
                  the  foregoing  sentence,  any Expenses  claimed by Indemnitee
                  shall be deemed  reasonable  if the  Reviewing  Party fails to
                  make the  reasonableness  evaluation  within fifteen (15) days
                  following  the later of (i) the  Corporation's  receipt of the
                  undertaking   required   by   Section   3(a),   or  (ii)   the
                  Corporation's  receipt of invoices for specific Expenses to be
                  reimbursed or advanced.

         (d)      Timing  of   Payments.   Subject   to  Section   3(c)   above,
                  reimbursement  or advances for  Expenses  under this Section 3
                  shall be made not later than  thirty (30) days after the later
                  of (i) the Corporation's  receipt of the undertaking  required
                  by Section 3(a), or (ii) the Corporation's receipt of invoices
                  for specific Expenses to be reimbursed or advanced.

         4.       Authorization of and Determination of Entitlement to
                  Indemnification.

         (a)      Entitlement Determination. The Corporation and Indemnitee
                  hereby acknowledge that indemnification of Indemnitee under
                  Section 2 of this Agreement has been pre-authorized by the
                  Corporation as permitted by the Florida Business Corporation
                  Act. Nevertheless, the Corporation shall not indemnify
                  Indemnitee under Section 2 unless a separate determination has
                  been made in the specific case that indemnification of
                  Indemnitee is permissible in the circumstances because he has
                  met the relevant standard of conduct set forth in Section
                  2(a); provided, however, that (i) no such entitlement decision
                  need be made prior to the advancement of Expenses, and (ii)
                  regardless of the result or absence of any such determination,
                  the Corporation shall make any indemnification mandated by
                  Section 2(i) above.

         (b)      Reviewing Party. The determination referred to in Section 4(a)
                  shall be made, at the election of the Board of Directors, by
                  any of the following Reviewing Parties (unless a Change in
                  Control shall have occurred after Indemnitee first began
                  serving as a Director or Officer, in which case Indemnitee
                  shall be entitled to designate that the determination shall be
                  made by Independent Legal Counsel selected in the manner set
                  forth in Section 4(c) below):

                  (1)      By the Board of Directors by a majority vote of a
                           quorum consisting of Disinterested Directors; or

                  (2)      By a majority vote of a committee duly  designated by
                           the  Board  of   Directors   (in  which   designation
                           directors   who  do  not  qualify  as   Disinterested
                           Directors may participate)  consisting  solely of two
                           or more Disinterested Directors; or



                                      -6-
<PAGE>

                  (3)      By Independent Legal Counsel:

                           (A)      Selected in the manner prescribed in
                                    paragraph (1) or (2) of this Section 4(b);
                                    or

                           (B)      If a quorum of Directors  cannot be obtained
                                    for  purposes  of  paragraph   (1)  and  the
                                    committee   cannot   be   designated   under
                                    paragraph  (2),  selected by a majority vote
                                    of the full  Board of  Directors  (in  which
                                    selection  directors  who do not  qualify as
                                    Disinterested Directors may participate); or

                  (4)      By the shareholders of the Corporation, by a majority
                           vote of a quorum  consisting of shareholders who were
                           not Parties to such  Proceeding or, if no such quorum
                           is obtainable, by a majority vote of shareholders who
                           were not Parties to such Proceeding.

         (c)      Selection of Counsel after Change in Control. If a Change in
                  Control shall have occurred, Independent Legal Counsel shall
                  be selected by Indemnitee (unless Indemnitee requests that
                  such selection be made in the manner described in Section
                  4(b)(3)), and Indemnitee shall give written notice to the
                  Corporation advising it of the identity of the Independent
                  Legal Counsel so selected. In either event, Indemnitee or the
                  Corporation, as the case may be, may, within ten (10) days
                  after such written notice of selection has been given, deliver
                  to the Corporation or to Indemnitee, as the case may be, a
                  written objection to such selection; provided, however, that
                  such objection may be asserted only on the ground that such
                  counsel so selected does not meet the requirements of
                  "Independent Legal Counsel" as defined in Section 1 of this
                  Agreement, and the objection shall set forth with
                  particularity the factual basis of such assertion. If such
                  written objection is so made and substantiated, the counsel so
                  selected may not serve as Independent Legal Counsel unless and
                  until such objection is withdrawn or a court has determined
                  that such objection is without merit. If, within twenty (20)
                  days after submission by Indemnitee of a written request for
                  indemnification, no Independent Legal Counsel shall have been
                  selected and not objected to, either the Corporation or
                  Indemnitee may petition the court conducting the Proceeding,
                  or another court of competent jurisdiction, for resolution of
                  any objection which shall have been made by the Corporation or
                  Indemnitee to the other's selection of Independent Legal
                  Counsel and/or for the appointment as Independent Legal
                  Counsel of a person selected by the court or by such other
                  person as the court shall designate, and the person with
                  respect to whom all objections are so resolved or the person
                  so appointed shall act as Independent Legal Counsel under
                  Section 4(b).


                                      -7-
<PAGE>


           (d)    Cooperation by Indemnitee. Indemnitee shall cooperate with the
                  Reviewing Party with respect to its determination of
                  Indemnitee's entitlement to indemnification, including
                  providing to the Reviewing Party upon reasonable advance
                  request any documentation or information which is not
                  privileged or otherwise protected from disclosure and which is
                  reasonably available to Indemnitee and reasonably necessary to
                  such determination. Any Expenses incurred by Indemnitee in so
                  cooperating with the Reviewing Party shall be borne by the
                  Corporation (irrespective of the determination as to
                  Indemnitee's entitlement to indemnification).

           (e)    Other.

                           (i) The Reviewing Party,  however chosen,  shall make
                  the   requested   determination   as  promptly  as  reasonably
                  practicable after a request for indemnification is presented.

                           (ii) Any  determination by Independent  Legal Counsel
                  under  this  Section  4 shall  be  delivered  in the form of a
                  written  option  to the  Board  of  Directors  with a copy  to
                  Indemnitee.

                           (iii)   The   Corporation   shall  pay  any  and  all
                  reasonable  fees and  expenses of  Independent  Legal  Counsel
                  incurred by such counsel in connection with acting pursuant to
                  Section 4(b),  and the  Corporation  shall pay all  reasonable
                  fees and expenses  incident to the procedures of Section 4(d),
                  regardless  of the  manner  in which  such  Independent  Legal
                  Counsel was selected or appointed.

                           (iv) Upon the due  commencement of any action to seek
                  court-ordered  indemnification  pursuant  to Section 5 of this
                  Agreement,  Independent  Legal Counsel shall be discharged and
                  relieved  of  any  further  responsibility  in  such  capacity
                  (subject to the applicable  standards of professional  conduct
                  then prevailing).

         5.       Court-Ordered Indemnification and Advances for Expenses.

         (a)      Procedure. If Indemnitee is a Party to a Proceeding, he may
                  apply for indemnification or for advances for Expenses to the
                  court conducting the Proceeding or to another court of
                  competent jurisdiction. For purposes of this Agreement, the
                  Corporation hereby consents to personal jurisdiction and venue
                  in any court in which is pending a Proceeding to which
                  Indemnitee is a Party. Regardless of any determination by the
                  Reviewing Party that Indemnitee is not entitled to
                  indemnification or to advancement of Expenses or as to the
                  reasonableness of Expenses, and regardless of any failure by
                  the Reviewing Party to make a determination as to such
                  entitlement or the reasonableness of Expenses, such court's
                  review shall be



                                      -8-
<PAGE>

                  a de novo review.  After receipt of an  application  and after
                  giving any notice it considers necessary, the court may:

                  (1)      Order  indemnification or the advance for Expenses if
                           it   determines   that   Indemnitee  is  entitled  to
                           indemnification or to advance for Expenses under this
                           Agreement,  the Florida  Business  Corporation Act or
                           otherwise; or

                  (2)      Order  indemnification or the advance for Expenses if
                           it  determines  that,  in view  of all  the  relevant
                           circumstances, it is fair and reasonable to indemnify
                           Indemnitee,  or to advance  Expenses  to  Indemnitee,
                           regardless  of whether  Indemnitee  has the  relevant
                           standard of conduct,  complied with the  requirements
                           for advancement of Expenses,  or been adjudged liable
                           in a Proceeding referred to in Section 2(e) above (in
                           which case any court-ordered indemnification need not
                           be limited to Expenses  incurred by  Indemnitee,  but
                           may  include  penalties,   fines,   amounts  paid  in
                           settlement,  judgments and any other amounts  ordered
                           by the court to be indemnified or advanced).

         (b)      Payment of Expenses to Seek Court-Ordered Indemnification.  If
                  the  court   determines   that   Indemnitee   is  entitled  to
                  indemnification  or to advance for Expenses,  the  Corporation
                  shall pay  Indemnitee's  reasonable  Expenses  to obtain  such
                  court-ordered indemnification or advance for Expenses.

         6. Limitations on Indemnification. Regardless of whether Indemnitee has
met the relevant standard of conduct set forth in Section 2(a),  nothing in this
Agreement  shall  require  or  permit  indemnification  of  Indemnitee  for  any
Liability  or  Expenses  incurred in a  Proceeding  in which a judgment or other
final adjudication  establishes that Indemnitee's  actions, or omissions to act,
were material to the cause of action so adjudicated and constitute:

         (a)      a violation of criminal law, unless  Indemnitee had reasonable
                  cause to believe his  conduct was lawful or had no  reasonable
                  cause to believe his conduct was unlawful;

         (b)      a transaction from which Indemnitee derived an improper
                  personal benefit;

         (c)      in the case of a  Director,  a  circumstance  under  which the
                  liability  provisions  of  Section  607.0834  of  the  Florida
                  Business Corporation Act are applicable; or

         (d)      willful misconduct or a conscious disregard for the best
                  interests of the Corporation in a Proceeding by or in the
                  right of the Corporation to




                                      -9-
<PAGE>

                  procure a judgment in its favor or in a Proceeding by or in
                  the right of a shareholder of the Corporation.

         7. Vested Rights; Specific Performance. No amendment to the Articles of
Incorporation  or Bylaws of the Corporation or any other corporate  action shall
in any way limit  Indemnitee's  rights under this  Agreement.  In any Proceeding
brought by or on behalf of Indemnitee to specifically  enforce the provisions of
this Agreement,  the Corporation hereby waives the claim or defense therein that
the  plaintiff  or claimant has an adequate  remedy at law, and the  Corporation
shall not urge in any such  Proceeding  the claim or defense that such remedy at
law  exists.  The  provisions  of this  Section 7,  however,  shall not  prevent
Indemnitee  from seeking a remedy at law in  connection  with any breach of this
Agreement.

         8.  Liability  Insurance.  To the extent the  Corporation  maintains an
insurance  policy  or  policies  providing  directors'  or  officers'  liability
insurance, Indemnitee shall be covered by such policy or policies, in accordance
with its or their terms,  to the maximum  extent of the coverage  provided under
such  policy or  policies  in effect  for any other  Director  or Officer of the
Corporation, as the case may be.

         9.  Witness   Fees.   Nothing  in  this   Agreement   shall  limit  the
Corporation's  power to pay or  reimburse  Expenses  incurred by  Indemnitee  in
connection  with his  appearance  as a witness in a Proceeding at a time when he
has not been made a named defendant or respondent in the Proceeding.

         10. Security for  Indemnification  Obligations.  The Corporation may at
any time and in any manner, at the discretion of the Board of Directors,  secure
the  Corporation's  obligations  to indemnify or advance  Expenses to Indemnitee
pursuant to this Agreement.

         11.  Non-exclusivity,   No  Duplication  of  Payments.  The  rights  of
Indemnitee  hereunder  shall be in addition to any other  rights with respect to
indemnification,  advancement of Expenses or otherwise that  Indemnitee may have
under the  Corporation's  Articles  of  Incorporation  or  Bylaws,  the  Florida
Business Corporation Act or otherwise;  provided,  however, that the Corporation
shall not be liable  under this  Agreement  to make any  payment  to  Indemnitee
hereunder to the extent  Indemnitee  has  otherwise  actually  received  payment
(under any  insurance  policy,  provision  of the Articles of  Incorporation  or
Bylaws,  or  otherwise)  of  the  amounts  otherwise  payable   hereunder.   The
Corporation's   obligation  to  indemnify  or  advance  expenses   hereunder  to
Indemnitee  who is or  was  serving  at the  request  of  the  Corporation  as a
director, officer, partner, trustee, employee or agent of any other entity shall
be reduced by any amount Indemnitee has actually received as  indemnification or
advancement of expenses from such other entity.

         12. Amendments. To the extent that the provisions of this Agreement are
held to be inconsistent with the provisions of the Florida Business  Corporation
Act (including  Section  607.0850(7)  thereof),  such provisions of such statute
shall  govern.  To the  extent  that the  Florida  Business  Corporation  Act is
hereafter amended to permit a Florida



                                      -10-
<PAGE>

business  corporation,  without the need for shareholder approval, to provide to
its directors greater rights to  indemnification or advancement of Expenses than
those specifically set forth hereinabove, this Agreement shall be deemed amended
to require such greater  indemnification or more liberal advancement of Expenses
to Indemnitee, in each case consistent with the Florida Business Corporation Act
as so amended  from time to time.  Otherwise,  no  supplement,  modification  or
amendment of this Agreement  shall be binding unless  executed in writing by the
Corporation and Indemnitee.

         13.  Subrogation.  In the event of payment  under this  Agreement,  the
Corporation  shall be  subrogated  to the  extent of such  payment to all of the
rights of recovery of  Indemnitee,  who shall  execute all papers  required  and
shall do everything  that may be necessary to secure such rights,  including the
execution of such documents  necessary to enable the Corporation  effectively to
bring suit to enforce such rights.

         14. Waiver.  No waiver of any of the provisions of this Agreement shall
be deemed or shall constitute a waiver of any other  provisions  hereof (whether
or not similar) nor shall such waiver constitute a continuing waiver.

         15. Binding Effect, Etc. This Agreement shall be binding upon and inure
to the benefit of and be enforceable by the parties hereto and their  respective
successors or assigns  (including any direct or indirect  successor or assign by
purchase, merger,  consolidation or otherwise to all or substantially all of the
business and/or assets of the  Corporation),  spouses,  heirs,  and personal and
legal representatives.

         16.   Applicability   of   Agreement.   This   Agreement   shall  apply
retroactively  with respect to acts or omissions of Indemnitee  occurring  since
the date that Indemnitee first became a Director or Officer,  and this Agreement
shall continue in effect regardless of whether Indemnitee  continues to serve as
a Director or Officer,  but only in respect of acts or omissions occurring prior
to the termination of Indemnitee's service as a Director or Officer.

         17.  Severability.  If any provision or  provisions  of this  Agreement
shall  be  held  to  be  invalid,  illegal,  or  unenforceable  for  any  reason
whatsoever:  (a) the validity,  legality,  and  enforceability  of the remaining
provisions of this Agreement (including without limitation,  each portion of any
Section of this  Agreement  containing  any such  provision  held to be invalid,
illegal,   or   unenforceable,   that  is  not  itself  invalid,   illegal,   or
unenforceable)  shall not in any way be affected or impaired  thereby;  (b) such
provision  or  provisions  shall be deemed  reformed to the extent  necessary to
conform to  applicable  law and to give the maximum  effect to the intent of the
parties hereto;  and (c) to the fullest extent possible,  the provisions of this
Agreement  (including,  without limitation,  each portion of any Section of this
Agreement  containing  any  such  provision  held  to be  invalid,  illegal,  or
unenforceable,  that is not itself invalid,  illegal, or unenforceable) shall be
construed so as to give effect to the intent manifested thereby.



                                      -11-
<PAGE>

         18.  Governing Law. This  Agreement  shall be governed by and construed
and enforced in accordance  with the laws of the State of Florida  applicable to
contracts  made and to be performed in such state  without  giving effect to the
principles of conflicts of laws.

         19.  Headings.  The  headings  of the  Sections of this  Agreement  are
inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof.

         20. Inducement.  The Corporation  expressly confirms and agrees that it
has entered into this Agreement and assumed the obligations imposed on it hereby
in order to induce Indemnitee to serve or continue to serve as a Director and/or
Officer,  and the Corporation  acknowledges that Indemnitee is relying upon this
Agreement  in  serving  as  a  director,  officer,  employee  or  agent  of  the
Corporation  or, at the  request of the  Corporation,  as a  director,  officer,
partner, trustee, employee, or agent of another foreign or domestic corporation,
partnership,  limited liability company, joint venture,  trust, employee benefit
plan, or other entity.

         21. Notice by the Indemnitee.  Indemnitee agrees promptly to notify the
Corporation in writing upon being served with any summons,  citation,  subpoena,
complaint, indictment, information, or other document relating to any Proceeding
or matter which may be subject to  indemnification  or  advancement  of Expenses
covered hereunder.  The failure of Indemnitee so to notify the Corporation shall
not relieve the  Corporation of any  obligation  which it may have to Indemnitee
under this Agreement or otherwise.

         22. Notices. All notices,  requests,  demands, and other communications
hereunder shall be in writing and shall be deemed to have been duly given if (i)
delivered  by hand and  receipted  for by the party to whom said notice or other
communication shall have been directed or (ii) mailed by certified or registered
mail with postage prepaid,  on the third business day after the date on which it
is so mailed if to the  Corporation,  to the  principal  office  address  of the
Corporation, or if to Indemnitee, to the address of Indemnitee last on file with
the  Corporation,  or to such  other  address  as may  have  been  furnished  to
Indemnitee by the Corporation or to the  Corporation by Indemnitee,  as the case
may be.

                         (signatures on following page)




                                      -12-
<PAGE>



         Executed as of the date first above written.

                                    RISCORP, INC.:


                                    By:
                                        --------------------------------

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


                                    INDEMNITEE:


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













                                      -13-