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                                                                   Exhibit 10.30

                  IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS
                      COUNTY DEPARTMENT, CHANCERY DIVISION

PEOPLE OF THE STATE OF ILLINOIS, ex rel.         )
                                                 )
NATHANIEL S. SHAPO, DIRECTOR OF                  )
INSURANCE OF THE STATE OF ILLINOIS,              )
                                                 )
                        Plaintiffs,              )
                                                 )
         v.                                      )
                                                 )     NO:
                                                 )
 LEGION INDEMNITY COMPANY,                       )
 an Illinois Domestic Stock Insurance Company,   )
                                                 )
                                                 )
                        Defendant.               )



                             ORDER OF CONSERVATION
                             ---------------------

         THIS CAUSE COMING ON TO BE HEARD upon the Verified Complaint for
Conservation of Assets and Injunctive Relief, filed herein by the PEOPLE OF THE
STATE OF ILLINOIS, on the relation of NATHANIEL S. SHAPO, Director of Insurance
of the State of Illinois, for an order authorizing and directing the Director to
take immediate possession and control of the property, accounts, assets, books,
records, business and affairs of LEGION INDEMNITY COMPANY (Hereafter "Legion")
to conserve the same pursuant to the provisions of Article XIII of the Illinois
Insurance Code (hereinafter "Code"), 215 ILCS 5/187, et seq. (1998); and,
further, to protect the interests of Legion's policyholders and creditors, and
of the general public; the Court having jurisdiction over the parties hereto and
the subject matter hereof; the Court having reviewed the pleading filed herein
and having

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considered the arguments of counsel thereon; and the Court then being otherwise
advised in the premises, and for good cause appearing therefore;

THE COURT FINDS:

     1. That, by his Verified Complaint, the Director of Insurance of the State
of Illinois seeks an Order of Conservation against the Defendant, Legion,
pursuant to Section 188.1 of the Code, 215 ILCS 5/188.1. By his Verified
Complaint, the Director of Insurance of the State of Illinois alleges that
sufficient cause exists under Section 188 of the Code, 215 ILCS 5/188, for the
entry of an order of conservation, rehabilitation, and/or liquidation against
the Defendant, Legion, including, without limitation, the following facts and
circumstances:

     That the Defendant, Legion, is in such condition that its further
     transaction of business would be hazardous to its policyholders,
     creditors and to the public.

     2. That, in light of the foregoing facts and circumstances, sufficient
cause exists for the entry of an order of conservation, rehabilitation, and/or
liquidation against the Defendant, Legion, and that it is in the best interests
of Legion's policyholders and creditors, and of the general public, that an ex
parte Order of Conservation be entered against the Defendant, Legion, in
accordance with the provisions of Article XIII of the Code, 215 ILCS 5/187, et
seq.

IT IS, THEREFORE, HEREBY ORDERED:

     A.  That this Order of Conservation is hereby entered as to and against
Legion; and,

     B.  That Nathaniel S. Shapo, Director of Insurance of the State of
Illinois, and his successors in office, is hereby affirmed as statutory
Conservator ("Conservator") of the

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Defendant, Legion, and is authorized and directed to immediately take possession
and control of the property, books, records, accounts, business and affairs, and
all other assets of the Defendant, Legion, and of the premises currently
occupied, or hereafter occupied, by Legion for the transaction of its business,
pursuant to the provisions of Article XIII of the Code, 215 ILCS 5/187, et seq.,
and to conserve the same for the benefit of the policyholders and creditors of
Legion, and of the public; and, further authorizing the Director to take such
actions as the nature of the cause and the interests of Legion, its
policyholders and creditors, or the public, may require, subject to the further
orders of the Court; and,

     C. That the Defendant, Legion, and its present and former officers,
directors, trustees, agents, managing general agents, third-party
administrators, servants, representatives, employees and its parent, subsidiary
and affiliated companies and all other persons and entities, are hereby ordered
to give immediate possession and control to the Conservator of all property,
business, books, records, accounts, and all other assets of the Defendant,
Legion, and of any and all premises occupied by Legion for the transaction of
its business; and,

     D. That all agents, managing general agents, third-party administrators,
reinsurers, retrocessionaires, accountants, auditors, actuaries and attorneys of
the Defendant, Legion, are hereby ordered and directed to deliver to the
Conservator, upon request, copies of all documents in their possession or under
their control concerning or relating to the Defendant, Legion, and to provide
the Conservator with such information as he may require concerning any and all
business and/or professional relationships between them and the Defendant,
Legion, and concerning any and all activities, projects, jobs and the like
undertaken and/or

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performed by them at the request of Legion, or its officers, directors, agents,
servants, representatives and/or employees, or which Legion is, or may be,
entitled to as the result of its relationship with such agents, managing general
agents, third-party administrators, fronting carriers, reinsurers,
retrocessionaires, accountants, auditors, actuaries and/or attorneys; and,

    E. That the Defendant, Legion, and its officers, directors, agents,
servants, representatives and employees, and all other persons and entities
having knowledge of the order prayed for herein are hereby restrained and
enjoined from transacting any business of Legion, or dealing with, or disposing
of, any of Legion's property or assets, whether real, personal or mixed, without
the express written consent of the Director or until further order of the Court,
or doing or permitting to be done any action which might waste or conceal the
property or assets of Legion.

    F. That any and all banks, brokerage houses, financial institutions,
investment advisors and any and all other companies, persons or entities having
knowledge of the order prayed for herein, having in their possession accounts
and any other assets which are, or may be, the property of Legion, are hereby
restrained and enjoined from disbursing or disposing of said accounts and
assets, without the express written consent of the Conservator; and, all such
companies, persons and entities are hereby restrained and enjoined from
disposing of, or destroying, any records pertaining to any business transaction
between Legion and such banks, brokerage houses, financial institutions,
investment advisors, companies, persons or entities having done business, or
doing business, with Legion; and that each such company, person or

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entity is hereby ordered and directed to immediately turn over and deliver
possession and control of any and all such accounts, assets and/or records to
the Conservator; and,

    G. That all agents, managing general agents, third-party administrators and
brokers of Legion, and their respective agents, servants, representatives and
employees, and all other persons and entities having knowledge of the order
prayed for herein are hereby restrained and enjoined from returning any premium,
earned or unearned, or any other money in their possession, or under their
control, collected in connection with policies, contracts, bonds, certificates
or treaties of insurance or reinsurance, previously issued, or to be issued, by
Legion, to policyholders or others; and that said agents, managing general
agents, third-party administrators and brokers, and their respective agents,
servants, representatives and employees, and all other persons and entities, are
hereby directed and ordered to immediately turn over all such funds in their
possession or under their control, or to which they may hereafter acquire
possession or control, to the Conservator in gross and not net of any
commissions which may be due thereon, subject to the provisions of 215 ILCS
5/206; and,

    H . That the officers, directors, agents, servants, representatives and
employees of the Defendant, Legion, and all other persons, companies and
entities having knowledge of the order prayed for herein, including, but not
limited to, the policyholders and creditors of Legion are hereby restrained and
enjoined from: (i) bringing, asserting or further prosecuting any claim, action
or proceeding, at law or in equity or otherwise, whether in this State or
elsewhere, against Legion, or its property or assets, or against the Director as
Legion's Conservator, except insofar as those claims, actions or proceedings
arise in or are brought in

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these conservation proceedings; (ii) obtaining, asserting or enforcing
preferences, judgments, attachments, garnishments or other like liens or
encumbrances, including common law retaining liens, or the making of any levy
against Legion, or its property or assets while in the possession and control of
the Conservator; (iii) interfering, in any way, with the Conservator's conduct
of the conservation of Legion; and (iv) interfering, in any way, with the
Conservator in his possession and control of the property, business, books,
records, accounts, premises and all other assets of Legion, until further order
of the Court; and,

    I. That a moratorium is hereby issued and established enjoining and
prohibiting the Defendant, Legion, and its directors, officers, agents, managing
general agents, third-party administrators, servants, representatives,
employees, parent and affiliated companies, and all other persons and entities
having knowledge of the order prayed for herein, from paying any claims, loss
adjustment expenses, other contractual obligations, or any judgments,
attachments or other like encumbrances incurred by the Defendant, Legion, the
result of Legion having issued contracts, policies, bonds or certificates of
insurance, except that the Conservator may, in his discretion, authorize the
payment of certain workers' compensation and accident and health claims covered
under policies and contracts of insurance issued by Legion, until further order
of the Court; and,

    J. That a moratorium is hereby issued and established enjoining and
prohibiting the Defendant, Legion, and its directors, officers, agents, managing
general agents, third-party administrators, servants, representatives, employees
and affiliated companies, and all other persons and entities, from paying any
claims or other contractual obligations incurred by the

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Defendant, Legion, as a result of Legion having assumed any liabilities under
agreements, treaties, certificates or contracts of reinsurance, until further
order of the Court; and,

     K. That a moratorium is hereby issued and established enjoining and
prohibiting the Defendant, Legion, and its directors, officers, agents, managing
general agents, third-party administrators, servants, representatives, employees
and affiliated companies, and all other persons and entities, from paying any
contractual obligations of Legion owing to its creditors and/or vendors, or its
respective assignees, or any other persons, except insofar that such payments
are necessary in the administration of the conservation of Legion, as
contemplated by 215 ILCS 5/202, and as authorized by the Conservator, until
further order of the Court; and,

     L. That any and all persons, companies and entities are hereby restrained
and enjoined from construing this Order of Conservation as an anticipatory
breach of any contract, including, but not limited to, agreements, treaties,
certificates or contracts of reinsurance, heretofore entered into with the
Defendant, Legion; and,

     M. That the Director, as Conservator, is hereby directed to ascertain the
condition of the Defendant, Legion, while he is in possession and control of the
property, books, records, accounts, assets, premises, business and affairs of
Legion, and to make periodic reports to the Court as to the nature and condition
of the Defendant, Legion, while in conservation; and that the Conservator is
further directed to file with this Court, for its consideration, reports
relating to the administration of the conservation of Legion, in accordance with
Section 202 of the Code, 215 ILCS 5/202; and,

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     N. That the Director, as Conservator, is hereby authorized to pay from the
assets of the Defendant, Legion, those expenses incurred during the course of
the conservation of Legion, including but not limited to, attorneys' fees,
accounting fees and consulting fees as administrative expenses, pursuant to and
in a manner consistent with the provisions of Section 202 of the Code, Id.; and,


     O. That all costs of these proceedings are hereby taxed and assessed
against the Defendant, Legion; and,

     P. That it is hereby ordered that the caption in this cause and all
pleadings filed in this matter shall hereafter read:

                       "IN THE MATTER OF THE CONSERVATION
                          OF LEGION INDEMNITY COMPANY"

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     Q. That this Court retains jurisdiction in this cause for the purpose of
granting such further relief as the nature of the cause, and the interests of
the Defendant, Legion, its policyholders, creditors and stockholders, or of the
public, may require; and/or as the Court may deem proper in the premises.


                                                ENTERED:


                                                ________________________
                                                Judge


JAMES E. RYAN
Attorney General of Illinois
Attorney for the PEOPLE OF
THE STATE OF ILLINOIS
David W. Van de Burgt
Assistant Attorney General
James R. Thompson Center
100 West Randolph Street
Twelfth Floor
Chicago, Illinois 60601
(312) 814-3599
Attorney Code #99000

OF COUNSEL:
D. Daniel Barr
Michael Buresh
Jennifer Donham
Counsel to the Director as Receiver
222 Merchandise Mart Plaza, Suite 1450
Chicago, IL 60654
(312) 836-9500
Attorney Code #16819

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