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                                                                   Exhibit 10.8

                ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT




        THIS ASSUMPTION OF LEASE (this "Assumption") dated as of February 11,
1997 by PHYSICIAN HEALTHCARE PLAN OF NEW JERSEY INC., a New Jersey
corportation having an office at 1009 Lenox Drive, Lawrenceville, NJ  08648 
("PHP") to NJ STATE MEDICAL UNDERWRITERS, a New Jersey corporation having an
office at 2 Princess Road, Lawrenceville, New Jersey  08648 ("ASSIGNEE").


                                W I T N E S S E T H


        For valuable consideration, the receipt and adequacy of which are
hereby expressly acknowledged, PHP and ASSIGNEE agree that:

        1.      ASSIGNMENT AND DELIVERY OF THE PREMISES. PHP assigns to
ASSIGNEE, effective as of October 1, 1996 (the "Effective Data"), all of PHP's
right, title and interest and ASSIGNEE assumes and agrees to perform each and
every obligation of PHP under the lease dated May 24, 1995 between Princeton
Pike Corporate Center Associates IV, a New Jersey partnership, (the "Landlord")
and PHP (the "Lease") with respect to the 28,053 rsf of office space (the
"Premises") located at ground floor level of 1009 Lenox Drive, Lawrenceville,
New Jersey (the "Building"). ASSIGNEE acknoweldges delivery of the Premises as
of the Effective Date. ASSIGNEE will provide Landlord with a replacemant cash
Security Deposit in the amount of $150,000.00 and upon receipt of such deposit
Landlord agrees that the PHP Letter of Credit may be terminated and Landlord
shall return the $50,000.00 PHP Security Deposit to PHP.

As additional security for Landlord's agreement to this Assignment, the Lease
shall be guaranteed by The Medical Inter-Insurance Exchange ("Guarantor"), a
New Jersey corportation having an office at 2 Princess Road, Lawrenceville, New
Jersey 08648 using the Guaranty form attached hereto as Exhibit A.

        2.      PARTIAL  SUBLEASE.  Landlord acknowledges that ASSIGNNEE can
sublease approximately 9,351 rsf of the Premises to PHP for its continued use
at the same rates and under the same conditions contained in the Lease, but
that ASSIGNEE will be primarily responsible under the Lease for all payments of
rent. Landlord's acknowledgement of such sublease is not intended to create
privity between Landlord and PHP with regard to such sublease or any of the
responsibilities of Tenant Under the Lease and Landlord will look to ASSIGNEE
only for all obligations of Tenant under the Lease.

        3.      ENTIRE AGREEMENT. This Assumption embodies the entire agreement
of PHP and ASSIGNEE with respect to the subject matter of this Assumption, and
it supersedes any prior agreements, whether written or oral, with respect to
the subject matter of this Assumption. There are no agreements or
understandings which are not set forth in this Assumption. This Assumption may
be modified only by a written instrument duly executed by PHP and ASSIGNEE and
consented to in writing by Landlord.


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        4.      BINDING EFFECT. The terms and provisions of this Assumption will
inure to the benefit of, and will be binding upon, the successors, assigns,
personal representatives, heirs, devisees, and legatees of PHP and ASSIGNEE.
PHP and ASIGNEE have executed this Assumption on the respective dates set forth
beneath their signatures below. Any agent or other person executing this
Assignment and Assumption Agreement on behalf of either party represents and
warrants to the other and to Landlord that he or she has full power and
authority to execute this agreement on such party's behalf.        

        5.      GOVERNING LAW. This Assumption shall be construed in accordance
with the laws of the State of New Jersey.

                IN WITNESS WHEREOF, the parties have executed this Assignment
as of the dates listed below.

                                       
Attest:                                         PHYSICIANS HEALTHCARE PLAN 
                                                OF NEW JERSEY

/s/ Maria A. Puglisi                            By: /s/ Karen A. Brayer
--------------------                            -------------------
Name: MARIA A. PUGLISI                          Name: KAREN A. BRAYER
Title: A Notary Public of New Jersey            Title: Acting CEO
(Seal) My Commission Expires Auguse 3, 2000     Date: 03/18/97

                                                NJ MEDICAL UNDERWRITERS

/s/ Maria A. Puglisi                            By: /s/ David Goldberg
--------------------                            -----------------------
Name: MARIA A. PUGLISI                          Name: David Goldberg
Title: A Notary Public of New Jersey            Title: President & CEO
(Seal) My Commission Expires August 3, 2000     Date: 03/19/97


In acknowledgement of guaranty obligations set forth in Paragraph 1 of this
agreement:

                                                THE MEDICAL INTER-INSURANCE
                                                EXCHANGE

/s/Maria A. Puglisi                             /s/David Goldberg
-------------------                             ------------------
Name: Maria A. Puglisi                          By: David Goldberg
Title: A Notary Public of New Jersey            Name: David Goldberg
(Seal) My Commission Expires August 3, 2000     Title: President & CEO
                                                Date: 03/19/97


                                LANDLORD'S CONSENT

Provided PHP becomes current in all of its Lease rental obligations prior to
the Effective Date of the Assumption Agreement, Landlord hereby consents to
this Assumption Agreement as of the 2nd day of April, 1997 and further agrees
that PHYSICIANS HEALTHCARE PLAN OF NEW JERSEY, a New Jersey corporation is
hereby released from the obligations of the Lease which are assumed by NJ
MEDICAL UNDERWRITERS, A New Jersey corporation and guaranteed by THE MEDICAL
INTER-OFFICE EXHANGE, a New Jersey corporation. ("Guarantor") pursuant to the 

                                   


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above Assumption of Lease Agreement, provided that ASSIGNEE provides a
cash Security Deposit in accordance with the provisions of Article 17 of the
Lease of $150,000. Landlord agrees that upon Landlord's receipt of the $150,000
Security Deposit from ASSIGNEE, PHP may then terminate its Letter of Credit and
Landlord shall return the $50,000.00 cash PHP Security Deposit. Landlord also
consents to the Sublease as set forth in Paragraph 2 above, but Landlord shall
collect all rentals from ASSIGNEE and ASSIGNEE shall remain primarly liable
under the Lease. 

                                    PRINCETON   PIKE  CORPORATE  CENTER 
                                    ASSOCIATES IV

ATTEST:                             BY: PIKE IV HOLDING, LLC., a New Jersey
                                    limited liablity company
                                    BY: DKM Properties Corp., attorney-in-fact


                                    /s/Donald M. Slaught
----------------------------        ---------------------
Anita J. Marrull, Asst. Secty       BY: Donald M. Slaght, Vice President-Leasing










                                


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