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                                                                   EXHIBIT 10.33

                             TAX SERVICES AGREEMENT

This Services Agreement (this "Agreement") is made by and between Odyssey
America Reinsurance Corporation, Odyssey Reinsurance Corporation, and Hudson
Insurance Company (collectively referred to as "ORG") and Fairfax Inc. (Fairfax)
and is effective as of the 10th day of May, 2001.

                                    RECITALS

           WHEREAS, Fairfax agrees to perform certain services and ORG agrees to
pay for such services as more specifically set forth herein;

           NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the parties hereto agree as follows:

                                   ARTICLE I
                             SERVICES AND INVOICING

1.01   Nature of Services.  Fairfax shall provide tax consulting and compliance
       services (the "Services") to ORG.

1.02   Invoices.  During the period of time that Fairfax is actively providing
       Services to ORG pursuant to this Agreement, Fairfax shall send ORG an
       invoice on a quarterly basis in such form as Fairfax deems appropriate.
       The invoice amount will reflect a quarterly base fee of $25,000 for
       services rendered by Fairfax. The $25,000 fee shall be the minimum fee
       due each quarter for the base level of services provided and shall be
       allocated to the companies as follows: Odyssey America Reinsurance
       Corporation in the amount of $10,000, Odyssey Reinsurance Corporation in
       the amount of $10,000, and Hudson Insurance Company in the amount of
       $5,000. In addition to this minimum base fee for the standard services
       provided each quarter, the invoice shall also include an additional
       charge for any fees and/or reasonable expenses paid by Fairfax to
       independent service providers including without limitation attorneys,
       accountants, and outside consultants on behalf of ORG. If an additional
       charge is included in the invoice, Fairfax shall include a schedule
       briefly describing the expenses and/or fees and specifying the companies
       for whom the expenses and/or fees were incurred. Upon mutual agreement by
       both parties, the quarterly base fee may be adjusted. All invoices are
       due and payable upon presentation.

                                   ARTICLE II
                               DUTIES OF FAIRFAX

2.01   Compliance.  Fairfax shall comply with all applicable local, state, and
       federal laws and regulations regarding Fairfax's duties under this
       Agreement and shall maintain all licenses which may be required for
       Fairfax to perform their duties herein. Fairfax shall advise ORG within
       five (5) days of any inquiry, investigation, cease and desist order, or
       other similar item received from any state or federal regulatory or law
       enforcement body that Fairfax deems to be material whether or not related
       to services to be performed herein.

2.02   Record Keeping.  Fairfax shall maintain true and correct records relating
       to the Services provided herein. Such records shall be maintained during
       the Term of this Agreement and for a period of 3 years after termination
       of this Agreement. Fairfax shall make such books and records available
       for inspection (including on-site inspection, audit, and copying) by ORG,
       at any time upon reasonable notice to Fairfax, during the Term hereof and
       for a period of 3 years thereafter. Fairfax may charge ORG a reasonable
       fee for maintaining and providing ORG availability to these records
       during this period.

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                                  ARTICLE III
                            RIGHTS AND DUTIES OF ORG

3.01   General Rights and Duties.  ORG shall make such changes as ORG deems
       advisable in the conduct of its business and no liability shall attach by
       reason of doing so. ORG shall give reasonable notice to Fairfax regarding
       any changes that would materially affect the performance of Fairfax's
       duties under this Agreement or add to those duties.

                                   ARTICLE IV
                                CONFIDENTIALITY

4.01   Confidential Information.  The term "Confidential Information" as used in
       this Agreement shall mean all information or documents relating to the
       business or affairs of ORG including, but not limited to, any electronic
       data provided to Fairfax by ORG, provided, however, that Confidential
       Information shall not include any information that is already publicly
       known or publicly available in a lawful manner, or rightfully received
       from a third party without obligations of confidence, or information that
       is developed by Fairfax not in connection with this Agreement. The
       parties hereto agree that the Confidential Information is the property of
       and proprietary to ORG and such Confidential Information shall be used
       only for the contemplated purposes of this Agreement and shall not be
       used for any other purpose or disclosed to any third party without the
       prior written consent of ORG.

4.02   Use of Confidential Information.  It is understood and agreed that
       Fairfax, in connection with the Services, may come into the possession of
       Confidential Information. Fairfax shall take reasonable precautions to
       ensure protection and continued confidentiality of such Confidential
       Information and such Confidential Information shall be used only for the
       contemplated purposes of this Agreement and shall not be used for any
       other purpose or disclosed to any third party without the prior written
       consent of ORG. Fairfax shall not disclose, provide or otherwise make
       available any such Confidential Information to any persons other than
       members of Fairfax's staff, if any, who reasonably require access to such
       Confidential Information for purposes of performing the Services. Fairfax
       shall not print, copy, or reproduce in any way, the Confidential
       Information, except as may be required in connection with the Services.
       Upon termination of this Agreement and notice and request by ORG, Fairfax
       shall return all Confidential Information in its possession to ORG.

                                   ARTICLE V
                                INDEMNIFICATION

5.01   Indemnification.  Each party ("Indemnifying Party") agrees to indemnify
       and hold harmless the other party ("Indemnified Party"), its officers,
       directors, agents, and employees from and against all liabilities,
       losses, expenses, claims, demands, suites, fines, or judgements
       including, but not limited to, attorneys' fees, costs, and expenses
       incident thereto which may be suffered by, accrued against, be charged to
       or recoverable from the Indemnified Party, its officers, directors,
       agents, or employees, by reason of or arising out of or in connection
       with any negligent or intentional acts, errors, or omissions of the
       Indemnifying Party, its officers, directors, agents, or employees.

5.02   Notice with Respect to Indemnification.  The Indemnified Party shall
       provide the Indemnifying Party notice of any proceedings to which this
       Article V applies as soon as the Indemnified Party learns of such
       proceedings.

                                   ARTICLE VI
                                  TERMINATION

6.01   Termination Upon Notice.  This Agreement may be terminated without cause
       by either party giving the other party 90 days written notice.

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                                  ARTICLE VII
                                 MISCELLANEOUS

7.01   Governing Law.  This Agreement shall be governed by and construed in
       accordance with the laws of the State of New York, without regard to its
       rules regarding conflict of laws.

7.02   Severability.  Wherever possible, each provision of this Agreement will
       be interpreted in such a manner and to such an extent as to be effective
       and valid under applicable law. If any provision is prohibited by or
       invalid under applicable law, such provision will be ineffective only to
       the extent of such prohibition or invalidity.

7.03   Integration, Waiver, and Amendment.  This Agreement constitutes the
       entire agreement between ORG and Fairfax and supersedes any and all other
       agreements, either oral or written, between ORG and Fairfax with respect
       to the Services. No waiver by either party to enforce any provision of
       this Agreement will be effective unless made in writing and signed by an
       authorized officer of ORG and Fairfax and shall be effective as to the
       specifically stated waiver. No amendment to this Agreement will be
       effective unless made in writing and signed by the parties hereto, and
       specifying the effective date of such amendment.

7.04   Conformance to Law.  This Agreement shall, without prior notice, be
       automatically modified to conform with any law or governmental regulation
       having application to or jurisdiction over the subject matter of the
       parties hereto, and the parties shall promptly amend the Agreement to
       comply with such modifications.

7.05   Dispute Resolution.  Any controversy or claim arising out of or relating
       to this Agreement or the breach thereof, shall be settled by arbitration
       administered by the American Arbitration Association under its Commercial
       Arbitration Rules, and judgment on the award rendered by the
       arbitrator(s) may be entered in any court having jurisdiction thereof.

           This Section 7.05 shall survive termination of this Agreement.

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

7.07   Term.  This Agreement shall continue in full force and effect (unless
       terminated earlier as set out in Article VI hereof) until December 31,
       2001 ("Initial Term) and shall be automatically renewed beginning January
       1, 2002, for successive term(s) of one (1) calendar year each
       ("Successive Term(s)") unless terminated earlier as provided herein. The
       Initial Term and Successive Term(s) shall collectively be referred to as
       "Term(s)".

7.08   Notice.  Except as otherwise set forth herein, any notice required under
       this Agreement must be in writing and sent certified mail, fax, or
       personally delivered. Notice shall be effective upon receipt, or five (5)
       days after mailing to the other party, whichever comes first. Unless
       changed, the addresses of the respective parties are:
       FAIRFAX:  Fairfax Tax Dept
                 5205 North O'Connor Blvd.
                 Irving, Texas 75039
                 Attention:  Cynthia D. Crandall
       ORG:       Odyssey America Reinsurance Corporation
                  300 First Stamford Place
                  Stamford, Connecticut 06902
                  Attention:  General Counsel

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           IN WITNESS WHEREOF, the parties hereto have caused this Services
Agreement to be executed as of the day and year first above written.

ODYSSEY AMERICA REINSURANCE CORPORATION
By: /s/ DONALD L. SMITH
    ----------------------------------
    Name Printed: Donald L. Smith
    Title:          Senior Vice
    President

ODYSSEY REINSURANCE CORPORATION
By: /s/ DONALD L. SMITH
    ----------------------------------
    Name Printed: Donald L. Smith
    Title:          Senior Vice
    President

HUDSON INSURANCE COMPANY
By: /s/ DONALD L. SMITH
    ----------------------------------
    Name Printed: Donald L. Smith
    Title:          Vice President

FAIRFAX, INC.
By: /s/ CYNTHIA D. CRANDALL
    ----------------------------------
    Name Printed: Cynthia D. Crandall
    Title:          Vice President

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