<PAGE>


                                                             EXHIBIT 10.1


                              EMPLOYMENT AGREEMENT
                                     BETWEEN
                                 MARK A. CARNEY
                                       AND
                             THE CENTRIS GROUP, INC.

         This  Agreement  is made at  Costa  Mesa,  California,  this 6th day of
September,  1997, between The Centris Group,  Inc., a Delaware  corporation (the
"Company"), and Mark. A. Carney (the "Executive").

         In  consideration  of the respective  promises and mutual covenants and
agreements  which  are set forth  herein,  and  intending  to be  legally  bound
thereby, the parties hereto agree as follows:

         Section 1 - Employment.
                     ----------
         The Company  hereby  agrees to employ the  Executive  and the Executive
hereby  agrees  to be  employed  by and to serve  the  Company  on the terms and
conditions as set forth in this Agreement.

         Section 2 - Term of Employment.
                     ------------------
         This  Agreement will commence and be effective as of September 6, 1997,
and shall continue thereafter to and including December 31, 2001.

         Section 3 - Position and Duties.
                     -------------------                    
         The Executive shall serve the Company as a Senior Vice President and as
the President and Chief Operating  Officer of INTERRA  Reinsurance  Group,  Inc.
("INTERRA"),  which is being acquired by the Company concurrently  herewith from
Executive  pursuant  to that  certain  Stock  Purchase  Agreement  of even  date
herewith by and between the Company and Executive.  Executive shall have all the
duties, responsibilities, authority, rights and privileges which normally attach
to those offices.  Notwithstanding the foregoing,  the Executive shall have such



                                       1
<PAGE>


additional or other duties,  responsibilities  and authority as may be delegated
or assigned to Executive  from time to time by the Company's  Board of Directors
or by its Chief Executive  Officer.  Executive's  services shall be performed on
behalf  of the  Company  consistent  with the  policies  and  procedures  of the
Company,  and  Executive  shall be  subject  at all  times  to the  supervision,
direction and control of the Company's Chief Executive  Officer and its Board of
Directors.  Executive  agrees  that the  Company may at any time change or alter
Executive's duties, responsibilities, authority, rights, privileges or titles as
may be deemed  warranted  or in the best  interests  of the  Company;  provided,
however,  that such changes or alterations are consistent with the activities of
a Senior Vice President of the Company.

         Section 4 - Devotion of Time and Best Efforts.
                     ---------------------------------
                             
         Executive  agrees  that  during  the period of his  employment  he will
devote his working and productive time, attention,  energies,  abilities,  skill
and  efforts  exclusively  to the  business  affairs  of the  Company.  In  this
connection,  Executive  agrees that he will diligently exert his best efforts to
the promotion,  development and best interest of the Company and its affiliates,
particularly  the  maximization of its income and the retention and servicing of
the  business  and  operations  ("Business")  of  Executive's  former  employer,
INTERRA,  and that he will  faithfully and diligently  perform all of the duties
incident  to his  position.  Executive  agrees  that he  will  not  directly  or
indirectly,  promote,  participate  or engage in any  activities,  whether  as a
partner,  employee,  creditor,  shareholder or otherwise,  in any business which
shall in any way be, directly or indirectly,  in competition  with any aspect of
the Company's  business,  nor will  Executive  own, other than as a mere passive
equity investor,  more than 10% in any other business  enterprise  without prior
written approval of the Company.  The Company  acknowledges  that as of the date
hereof  Executive  owns 5% of the stock of Specialty Risk  International,  Inc.,
("SRI") a company  which has a business  relationship  with  INTERRA.  Executive
agrees that he will not  participate  in the  management and affairs of SRI, nor
will he increase his ownership in SRI without the prior written  approval of the
Company.

         Section 5 - Place of Performance.
                     --------------------
         In connection with Executive's employment by the Company, the Executive
shall be based at the Company's  Indianapolis,  Indiana offices, except for such



                                       2
<PAGE>


travel as may be required to be undertaken on behalf of the Company's  business.
In the event the Company ceases operations at such location or moves that office
to another location,  the Company shall be entitled to relocate Executive to the
new location.  Executive  shall be entitled to  reimbursement  of his relocation
expenses in accordance with the Company's customary policies and procedures.

         Section 6 - Compensation.
                     ------------
         6.01  Salary:  The Company  shall pay to the  Executive a salary at the
               ------
rate of One Hundred  Ninety  Thousand  Dollars  ($190,000)  per annum,  in equal
installments  as  nearly  as  practicable,  in  accordance  with  the  Company's
prevailing payroll practices and policies which are in effect from time to time.

         6.02 Bonus: In addition to the salary  specified in Section 6.01 above,
              -----
the Executive  will be eligible to earn a bonus  calculated as provided  herein.
The bonuses shall be 40% of the following two (2) sources  described in Sections
A and B below.

         (A) The after tax profit  attributable to the continuing  operations of
INTERRA as a managing general underwriter, reinsurance broker and administrative
services provider,  after giving effect to the amortization of the excess amount
paid by the Company for the  purchase of the INTERRA  stock over the agreed upon
value of INTERRA's net realizable  assets at the Inception Date (the  "Brokerage
Operating Bonus" or "BOP");

         (B) The  pre-tax  underwriting  gain or loss  on  accident  and  health
business  placed or written by or through INTERRA into or with the Company's USF
RE INSURANCE COMPANY ("USF RE") subsidiary (the  "Underwriting  Profit Bonus" or
"UPB").



                                       3
<PAGE>



         (C) Such bonuses shall be distributable and allocable as follows:

                  (1)  The  first  fifty  percent  (50%)  will be  eligible  for
         deferral into the Company's  Non-Qualified  Deferred  Compensation Plan
         ("Deferred Plan") at the Executive's discretion in accordance with Plan
         provisions; and

                  (2)  The next 25% will be paid to Executive within forty-five
         (45) days after the end of the period; and

                  (3) The  remaining  25% will be escrowed  by the Company  (the
         "Escrowed  Bonus")  until the final bonus  calculation  is made for the
         December 31, 2001 bonus  period as  indicated in Paragraph  E(4) below.
         Any funds withheld by the Company will be held as part of the Company's
         general assets and not in a trust or segregated account.  Interest will
         be credited on these  withheld funds annually at the rate earned by the
         Company on its short-term funds as reported by Great Northern  Capital,
         the Company's investment advisor.

         (D) The bonus periods are as follows:

                  (1)  The "First Period" which shall be from the inception date
         of this Agreement through December 31, 1998; and

                  (2)  The "Second Period" through the "Fourth Period" shall be
         the calendar years 1999, 2000 and 2001.

         (E) Bonuses shall be determined as follows:

                  (1) For the First Period the Executive  shall be paid the BOP.
         The bonus shall be distributed  and allocated as set forth in paragraph
         C above.

                  (2) For the Second Period the Executive  shall be paid a bonus
         equal to the BOP for the  Second  Period,  plus or  minus  the UPB with
         respect to business written during the First Period. The bonus shall be
         distributed  and  allocated  as set  forth in  paragraph  C above.  Any



                                       4
<PAGE>



         deficit for the Second Period due to the UPB deficit  exceeding the BOP
         shall be reduced  by the  Escrowed  Bonus  previously  earned,  and the
         remaining  deficit,  if any,  shall be  carried  forward  to the  Third
         Period.

                  (3) For the Third Period,  the Executive shall be paid a bonus
         equal  to the BOP for the  Third  Period,  plus or  minus  the UPB with
         respect to  business  written  during  the  Second  Period and less any
         deficit  from the Second  Period.  The bonus shall be  distributed  and
         allocated as set forth in paragraph C above.  Any deficit for the Third
         Period due to the UPB deficit exceeding the BOP shall be reduced by the
         Escrowed Bonus  previously  earned and the remaining  deficit,  if any,
         shall be carried forward to the Fourth Period.

                  (4) For the Fourth Period the Executive  shall be paid a bonus
         equal to the UPB with  respect  to  business  written  during the Third
         Period,  plus the  Escrowed  Bonus,  less any  deficit  from the  Third
         Period.  The bonus shall be  distributed  and allocated as set forth in
         paragraph C above, except that Executive shall be paid all funds in the
         Escrow Bonus.


         (E) For purposes of the bonus calculations under this Section 6.02, the
amortization  period of the excess  paid over the value of the  assets  shall be
three (3) years.  In  calculating  the after tax profit,  the  Company  will not
allocate  corporate  overhead  or credit  investment  income to the  results  of
INTERRA's operations.  For purposes of calculating  underwriting gain or loss on
business placed or written by or through INTERRA into or with USF RE,  Executive
agrees that the Company shall have the sole right to determine the loss reserves
applicable to such business. Underwriting gain (loss) shall be calculated as the
difference between net earned  reinsurance  premium and (1) incurred losses; (2)
commission  expenses,  including  INTERRA's  fees and  commissions;  and (3) the
reinsurer's  underwriting  expense  calculated at 2.5% of net earned reinsurance
premium.



                                       5
<PAGE>



         6.03 Death or  Disability:  In the event of the death or  disability of
              --------------------
Executive  during  the  period  of  his  employment,  the  Company  will  pay to
Executive,  his  estate,  or any other  person  whom the  Executive  shall  have
designated  in  writing  for such  purpose,  (i) the  amount  of  salary  due to
Executive  under  Section  6.01,  to a maximum  of one year;  and (ii) any bonus
payments that would be due to Executive under Section 6.02 through  December 31,
2001,  which bonus payments  shall be calculated  and  distributed in accordance
with the formula set forth in Section  6.02.  "Disability"  for purposes of this
Agreement  shall be the  inability of Executive  to perform  services  under the
Agreement for a period of 60 days during any 120 day period.

         Section 7 - Benefits.
                     --------
         7.01 General:  Executive  shall be entitled to  participate in employee
              -------
benefit plans generally  available to other employees of the Company,  including
group health, life and disability insurance,  paid vacation,  sick leave and any
stock  option,  savings  and  retirement  plans  and  shall  be  entitled  to an
automobile  allowance of $500 per month.  In addition to the bonus  described in
Section  6.02 above,  the  Executive  shall be entitled  to  participate  in the
Company's  annual  cash bonus  plan.  The terms of such  participation  shall be
determined following the execution of this Agreement.

         7.02 Club  membership:  Subject  to  approval  by the  Company's  Chief
              ----------------
Executive  Officer,  the Company shall  reimburse  Executive for membership in a
business  club.  The  Company  will pay  monthly  and annual dues as well as any
charges for  entertainment at such club when the entertainment is related to the
performance of Executive's services on behalf of the Company.

         7.03 Expense  Reimbursement:  Executive is authorized to incur ordinary
              ----------------------
and  necessary  expenses  in  connection  with  the  promotion,   operation  and
furtherance  of  the  business  affairs  of the  Company,  consistent  with  the
Company's policies as applicable to all employees. Executive shall be reimbursed
by the Company for duly incurred business  expenditures upon presentation by the
Executive to the Company of an itemized account of such  expenditures,  together



                                       6
<PAGE>



with appropriate receipts and vouchers.  The itemized account shall be submitted
not less often than monthly on the Company's  forms and in  accordance  with its
procedures.

         7.04 Severance Agreement: Subject to approval by the Company's Board of
              -------------------
Directors,  the Company and the executive will enter into a Severance  Agreement
providing certain benefits to Executive in connection with a "Change in Control"
of the Company,  upon terms and  conditions  comparable to Severance  Agreements
with other Senior Vice Presidents of the Company.  Executive  agrees that in the
event he is terminated while this Agreement is in effect and under circumstances
that would entitle him to a payment under the Severance Agreement, if in effect,
Executive  shall  be  entitled  to  receive  either  (i) the  salary  and  bonus
termination  payments as provided for in this Agreement,  or (ii) the salary and
bonus termination  payments provided for in the Severance  Agreement,  whichever
are greater.  Under no conditions  shall Executive be entitled to receive salary
and bonus termination payments under this Agreement and the Severance Agreement.

         Section 8 - Termination.
                     -----------
         8.01  Termination  for Cause:  At any time during the period covered by
               ----------------------
this Agreement the Company may terminate the Executive from his employment under
this  Agreement  for cause.  The term "cause" in this  Agreement for purposes of
termination  shall  include,  but  not be  limited  to:  (i) the  commission  by
Executive of any act of fraud or dishonesty; (ii) a conviction of Executive of a
felony in either a state or federal court proceedings; (iii) the material breach
or violation by Executive of any term or condition of this Agreement, including,
but not limited to, the failure by Executive to diligently and faithfully  carry
out his duties  under this  Agreement  and the  failure of  Executive  to act in
accordance   with  the  Company's   policies  and   procedures   (including  any
underwriting  guidelines)  or as  instructed by the  Company's  Chief  Executive
Officer or any other duly authorized  representatives  of the Company;  (iv) the
failure by Executive to devote  sufficient time to the performance of his duties
under this Agreement;  (v) Executive taking action, directly or indirectly,  for
himself or for others, to establish or participate in other business enterprises
(other than as a mere passive  equity  investor of less than 10% of the stock of
another  corporation),  whether or not such  enterprises are in competition with
the  Company;   (vi)  Executive's  failure  to  follow  the  Company's  business



                                       7
<PAGE>



practices, including but not limited to, its underwriting and rating guidelines,
its marketing  practices and its claims handling and settlement  procedures;  or
(vii)  Executive  engaging in  activities  which place  Executive in a direct or
indirect  conflict of interest with the Company  including,  but not limited to,
being  involved or  associated  with,  directly or  indirectly,  an  individual,
company, firm or other entity that is in competition with the Company's business
activities. In the event of termination of Executive for cause, the Company will
pay to the Executive the accrued but unpaid salary or other  compensation due to
Executive under the terms of this Agreement to the date of such termination, but
shall have no obligation to make any further payments of salary,  bonus payments
under Section 6 hereof or any other compensation.  Such payment shall be made to
Executive  either  in a lump  sum or in  accordance  with the  Company's  normal
payroll policies and procedures, at the discretion of the Company.

         8.02 Involuntary  Termination  (Without Cause):  The Company shall have
              -----------------------------------------
the right to terminate the Executive  involuntarily and without any cause or any
reason by paying to the Executive (i) all salary payments which would be due and
payable to the  Executive  pursuant to the  provisions  of Section  6.02 of this
Agreement for the remainder of the term of this Agreement;  (ii) any accrued but
unpaid  expense  reimbursements,  vacation  pay  or  other  compensation  due to
Executive  through the date of  termination;  and (iii) any bonus  payments that
would be due to  Executive  under  Section  6.02.  Payments  of salary and other
compensation  shall be made to Executive  either in a lump sum or in  accordance
with the Company's normal payroll policies and procedures,  at the discretion of
the Company.  Bonus payments  shall be computed and  distributed as set forth in
Section  6.02  and  shall  be paid to  Executive  only at the time of and to the
extent that such bonuses are deemed earned,  in accordance with the formulas set
forth in Section 6.02.

         Section 9 - Covenants of Non-Competition, Non-Solicitation and
                     --------------------------------------------------
                     Non-Disclosure.
                     --------------
         9.1 Term of Covenants: It is the intent, understanding and agreement of
             -----------------
the  parties  to  this  Agreement  that  these  covenants  of   non-competition,
non-solicitation  and  non-disclosure  are to run for the period commencing from



                                       8
<PAGE>



the date of  Executive's  employment  under this  Agreement and continuing for a
period of three (3) years after  termination  of such  employment,  and that all
provisions of whatever nature contained in these covenants shall be binding upon
the Executive  during such  applicable  period and shall inure to the benefit of
Company;  provided,  however,  that in the event that Executive's  employment is
terminated by the Company "without cause" pursuant to Section 8.02 hereof,  then
the term of the covenants of non-competition and  non-solicitation  shall expire
twelve  months  from the  effective  date of such  termination.  The term of the
covenant of non-disclosure shall not be effected by such termination.

         9.2  Covenant  of  Non-Competition:  Executive  shall not  during  such
              -----------------------------
aforementioned  term,  either  directly  or  indirectly,  for himself or another
person,  firm,  corporation or business,  whether as a sole owner,  shareholder,
officer,  director,  employee,  agent, consultant or otherwise (except as a less
than 10% shareholder  only of a publicly held corporation and as the owner of 5%
of the stock of SRI)  engage in or be  involved in any  business  that,  through
marketing,  sales,  underwriting,  claims handling,  consulting or through other
means or  devices  is engaged in  offering  or selling  the  classes or lines of
insurance  and  reinsurance  in which  INTERRA or the Company are engaged at the
closing of the acquisition of INTERRA by the Company. The covenants contained in
this  Section 9.2 shall  specifically  refer to those  counties in the states in
which INTERRA  conducted  its business  prior to the  Company's  acquisition  of
INTERRA from Executive, and to those counties in the states in which INTERRA and
the  Company  carry  on their  business  operations  following  the date of this
Agreement.  It is agreed that for  purposes of this Section 9.2, the Company and
INTERRA  are deemed to be  conducting  business  in those  counties of any state
where  business  operations are conducted by producers with whom the Company and
INTERRA have a business relationship.

         9.03  Covenant of  Non-Solicitation:  Executive  agrees that during the
               -----------------------------
term of these covenants he shall not, either directly or indirectly, for himself
or  another  person,  firm,  corporation  or  business,  solicit  or cause to be
solicited the customers of the Company or its  affiliates,  nor shall he, during



                                       9
<PAGE>



such period, either directly or indirectly, for himself or for others, employ or
assist any  competitor of the Company or its affiliates in the employment of any
employee of the Company.

         9.04  Confidential  Information:   During  the  course  of  his  future
               -------------------------
association  with the Company and by virtue of Executive's  former position with
and his ownership of the stock of his former  employer,  INTERRA,  Executive has
had and shall have access to a wide variety of  confidential  information of the
Company, its affiliates and INTERRA and their accounts and methods of operation,
including, but not limited to, the following specified items and information and
the following general classes of information:

                  (i)  "Customer  Lists"  which  consist of current and former
insureds  and current and former clients of the Company and INTERRA;

                  (ii) The Company's and INTERRA's  criteria,  their methodology
for  accepting  clients  and their  operating  criteria  which are unique to the
Company and INTERRA and have been  developed or acquired  strictly for their own
use;

                  (iii) Computer programs and systems of the Company and INTERRA
used or which may be used in the conduct of the Company's and INTERRA's business
which are unique to the Company and INTERRA and have been  developed or acquired
strictly for their own use;

                  (iv)  All  information  respecting the Company's and INTERRA's
underwriting methodology  and systems for  accepting,  issuing and renewing its
insurance or reinsurance products;

                  (v)      Lists of the Company's and INTERRA's brokers, agents
and third-party  administrators,  referral sources and other producers of their
business;

                  (vi)     Agreements of the Company and INTERRA; and



                                       10
<PAGE>




                  (vii) All other  information  relating  to the  Company's  and
INTERRA's  business and methods of operation which are unique to the Company and
INTERRA which have been developed or acquired strictly for their own use.

         It is acknowledged and agreed by Executive that all such information as
described  above is  confidential  information  and  property of the Company and
INTERRA and constitutes  "Trade  Secrets" of the Company and INTERRA.  Executive
further  acknowledges  and agrees that the trade secrets of INTERRA are an asset
of INTERRA which the Company is acquiring as of the date of this Agreement,  and
that as a stockholder of INTERRA,  Executive will receive consideration from the
Company for its purchase of INTERRA and its assets, including its trade secrets.

         9.05 Covenant of  Non-Disclosure:  Executive  agrees that the items and
              ---------------------------
information  classified  hereinabove  as "Trade  Secrets" are of a  confidential
nature,  that such  Trade  Secrets  are vital and  essential  to the  continuing
well-being  of the Company and INTERRA and that such Trade  Secrets shall not be
disclosed to any parties other than as set forth herein.  Executive acknowledges
that such Trade  Secrets are not known to the general  public nor are they known
by or disclosed to  competitors of the Company and INTERRA,  that  disclosure of
such Trade Secrets can be advantageous to the Company's  competitors and harmful
to the Company,  and have been or will be disclosed to Executive  because of his
position  as a former  owner of  INTERRA  and as a  continuing  employee  of the
Company.  Executive agrees not to make any such disclosure  unless authorized in
writing to do so by the  Company  or unless  required  by  applicable  law,  and
acknowledges  that it is his  responsibility  to the  Company  that  such  Trade
Secrets  not be  disclosed  by him to third  parties  since  such a  disclosure,
particularly to competitors of the Company, will adversely and materially affect
the Company's ability to do business and will cause substantial and irreversible
damage to the Company's economic well-being.

         9.06  Enforcement  of  Covenants:  It is the  intention  of the parties
               --------------------------
hereto that the provisions of these  covenants  shall be enforced to the fullest
extent permissible under the laws and public policies of the State of California
and the State of Indiana.  However,  it is further agreed that the provisions of
these  covenants  will not preclude the Executive from engaging in a profession,
trade or business  except as  contemplated  by the  covenants of this Section 9,
which covenants are necessary to protect the legitimate interests of the Company
and INTERRA in their Trade Secrets and business.

         9.07   Remedies:
                --------
                  (i)  The  parties   acknowledge   and  agree  that  given  the
irreparable  harm which could result to the Company from violations by Executive
of any of the  provisions  of these  covenants,  damages  would be an inadequate
remedy at law for any such breach and that,  in addition to any other  rights or
remedies  which the Company may have,  the Company may enforce the provisions of
these  covenants and may obtain  relief for any breach or  threatened  breach of
these  covenants,  if  necessary,  by use of a temporary  restraining  order,  a
preliminary injunction, permanent injunction, or specific performance.

                  (ii) For purposes of this Agreement, the Executive agrees that
any of the following shall be deemed per se to constitute  irreparable injury to
the Company for which the Company  shall be entitled to injunctive  relief:  (A)
use,  misuse or  disclosure  of Trade  Secrets,  (B)  solicitation  of  existing
customers;  or (C) breach of any of the  provisions  related to covenants not to
solicit or to disclose Trade Secrets.

                  (iii)    Any dispute  arising out of or in connection with
this Section 9 will be resolved as provided in Section 10 hereof.

         9.08   Severability  of  Covenants:   The   unenforceability   (or  the
                ---------------------------
modification to conform with such laws and public  policies) of any provision of
these  covenants shall not render  unenforceable  or impair the remainder of the
covenants. Accordingly, if any provisions of these covenants shall be determined
to be  invalid or  unenforceable,  either in whole or in part,  these  covenants
shall be amended to delete or modify, as necessary,  the offending provisions or
offending  portions  of said  provisions  and to  alter  the  balance  of  these
covenants in order to render the same valid and  enforceable.  Without  limiting



                                       12
<PAGE>



the generality of the  foregoing,  the parties agree that if the area covered by
these covenants,  i.e., any state where the Company is presently carrying on its
business  or  where  it may  carry  on its  business  during  the  term of these
covenants,  or if the term of the  covenants  is deemed by a court or other body
having  jurisdiction  to be  unreasonably  broad,  there shall be  automatically
substituted  for such area or term, such area of coverage or such length of time
as such court or other  body  having  jurisdiction  deems to be  reasonable  and
sufficient to protect the Company's interests herein.

         Section 10 - Settlement of Disputes:
                      ----------------------

         10.1 Other than disputes  arising  under Section 9 hereof,  any dispute
arising  as a result  of this  Agreement  or  regarding  the  interpretation  or
application of this  Agreement,  or any act which allegedly has or would violate
any  provision  of this  Agreement  must be  submitted  as a  general  reference
pursuant to California Code of Civil Procedure  Section 638(1) to arbitration in
Orange County,  California in accordance with the rules of Judicial  Arbitration
and Mediation Service as the exclusive remedy for such claim or dispute.  Either
party may make this  request by serving on the other,  in writing,  a request to
arbitrate.  Within 30 days  after  such  service,  either  party  may  institute
proceedings in State Court to enforce this clause by filing appropriate  papers.
If the parties cannot mutually select a judge from the  arbitration  panel,  the
Court shall make the selection.  The decision of the  arbitrator  will be final,
and it may then be  entered as a superior  court  judgment  (CCP 644) from which
either party may appeal pursuant to CCP 645.

         10.2 The  parties  may  agree on  limited  discovery.  However,  in the
absence  of an  agreement,  each  party  shall  (i)  take  not  more  than  four
depositions,  totaling not more than 12 hours  cumulatively;  (ii)  propound not
more than four sets of interrogatories,  not to exceed 40 single questions each;
(iii) serve not more than 10 requests for  admissions;  and (iv) propound not to
exceed 15 requests to produce documents, all as may be "reasonable," as measured
by circumstances  and amount in dispute between the parties.  Any  disagreements
between  the  parties  regarding  discovery  matters  shall be  resolved  by the
Referee.



                                       13
<PAGE>



         10.3 Other than a dispute  arising under Section 9 hereof,  the Referee
may resolve any claim or dispute arising out of, or in connection with, or based
upon  this  Agreement,  whether  or not such  claim is  described  as  breach of
contract or tort.  Damages,  however,  shall be limited to those based on actual
damages and punitive  damages may not be awarded.  The  prevailing  party of any
such  dispute or  litigation  shall be entitled to receive from the losing party
all costs and  expenses,  including  reasonable  counsel  fees,  incurred by the
prevailing party.

         10.4 Any dispute arising out of or in connection with Section 9 of this
Agreement  shall be brought in the Orange County  Superior Court of the State of
California,  or in the United States District Court for the Central  District of
California,  and by execution of this  Agreement  both the Company and Executive
accept the exclusive  jurisdiction  of such courts for disputes  under Section 9
hereof,  and  hereby  irrevocably  agree to be bound  by any  judgment  rendered
thereby in connection with this Agreement relating to such issues.

         Section 11 - Setoff.
                      ------
         Amounts  payable to  Executive  under this  Agreement,  whether they be
salary, benefits or other compensation,  shall be subject to the Company's right
to setoff against any amounts which the Executive owes to the Company.

         Section 12 - Non-Assignability.
                      -----------------
         This Agreement is a personal service contract and the rights and duties
of the parties hereunder shall not be assignable,  except in accordance with the
provisions of Section 13 of this Agreement. Any attempted assignment or transfer
not  permitted  by the  terms of  Section  13 shall be void and of no force  and
effect.

         Section 13 - Successors and Assigns.
                      ----------------------
         If the Company shall at any time be merged or consolidated into or with
any other corporation,  or if substantially all of the assets of the Company are
transferred to another  corporation  or party,  the provisions of this Agreement
shall be  binding  upon and inure to the  benefit  of the  entity or  successors


                                       14
<PAGE>



resulting  from such merger or  consolidation  or to which such assets  shall be
transferred.  To the extent  applicable,  this Agreement shall be binding on the
devises, heirs, next of kin, executors and administrators of the Executive.

         Section 14 - Notice.
                      ------
         (a) All notices, demands or other communications required or desired to
be given  hereunder by any party shall be in writing and shall be validly  given
or made to the  other  party if  served  personally  on such  other  party or if
deposited in the United States mail,  certified or registered,  postage prepaid,
return receipt requested or by an express courier service  generating a receipt,
e.g. Federal Express.  If such notice,  demand or other  communication be served
personally,  service shall be deemed made at the time of such personal  service.
If such  notice,  demand  or other  communication  be  given by mail or  courier
service,  such notice shall be conclusively  deemed given forty-eight (48) hours
after the deposit  thereof in the United  States mail or delivery to the courier
service,   addressed  to  the  party  to  whom  such  notice,  demand  or  other
communication is to be given as hereinafter provided.

         Notice shall be given to the Company at the following address:

                             The Centris Group, Inc.
                             650 Town Center Drive, Suite 1600
                             Costa Mesa, California  92626
                             Attention: Jose A. Velasco, Senior Vice President,
                             Chief Administrative Officer, Secretary and
                             General Counsel

         With copies to:     R.W. Loeb, Esq.
                             R.W. Loeb, Prof. Corp.
                             865 South Figueroa Street, Suite 2500
                             Los Angeles, California  90017-2567

         Notice shall be given to the Executive at the following address:

                             Mark A. Carney
                             848 Wedgewood Lane
                             Carmel, Indiana  46033



                                       15
<PAGE>



         With copies to:     Clifford A. Holleran, Esq.
                             4630 West Jefferson Boulevard, Suite 11A
                             Fort Wayne, Indiana  46804

Any party  hereto may change his address  for  purposes  of  receiving  notices,
demands or other  communications as herein provided by a written notice given in
the manner described above to the other party hereto.

         Section 15 - Applicable Governing Law.
                      ------------------------
         This Agreement,  having been negotiated,  executed and delivered in the
State of California,  which is the Company's  state of  incorporation,  shall be
construed  in  accordance  with the laws of the  State  of  California;  and the
validity, interpretation, performance and enforcement of this Agreement shall be
governed  by the  laws of the  State  of  California,  including  its  laws  and
decisions relating to conflict of laws.

         Section 16 - Severability.
                      ------------
         Every  provision in this Agreement is intended to be severable.  If any
term or provision hereof is illegal or invalid, for any reason whatsoever,  such
illegality or invalidity shall not affect the validity or  enforceability of the
remainder hereof.

         Section 17 - Captions.
                      --------
         The captions or headings in this Agreement are inserted for convenience
and  identification  only and are in no way  intended  to  describe,  interpret,
define or limit the scope,  extent or intent of this Agreement or any provisions
hereof.

         Section 18 - Amendments/Waivers.
                      ------------------
         No provisions of this  Agreement may be modified,  waived or discharged
unless such waiver,  modification or discharge is agreed to in writing signed by
Executive and the President of the Company.  No waiver by either 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.



                                       16
<PAGE>




         Section 19 - Entire Agreement.
                      ----------------
         Except as otherwise  provided in Section 7.04  hereto,  this  Agreement
expresses the entire  agreement of the parties hereto,  and supersedes all prior
written or oral  promises,  representations,  understandings,  arrangements  and
agreements  between these parties with respect to the subject matter herein. The
parties hereto further  acknowledge  and agree that neither of them has made any
representation  to induce the execution and delivery of this  Agreement,  except
those as specifically set forth herein.

         Section 20 - Signatures.
                      ----------
         IN WITNESS  WHEREOF,  the  Company  has  caused  this  Agreement  to be
executed by its duly  authorized  officers,  and the  Executive  has signed this
Agreement as indicated below, as of the day and year first written above.

THE CENTRIS GROUP, INC.


By  /S/ DAVID L. CARGILE
    ----------------------
    David L. Cargile,
    Chairman of the Board, President and
    Chief Executive Officer


EXECUTIVE:


/S/ MARK A. CARNEY
------------------
    Mark A. Carney



                                       17
<PAGE>