Exhibit 2.10

                            ASSET PURCHASE AGREEMENT

         This Asset Purchase  Agreement (this "Agreement") is entered into as of
the 1st day of  January,  1999 by and between  Goran  Capital  Inc.,  a Canadian
corporation  ("Goran"),  Symons International Group, Inc., a Florida corporation
("SIGFL"), and Florida International  Underwriters,  Inc., a Florida corporation
("FIU"), with respect to the following:

         WHEREAS, FIU AND SIGFL are insurance agencies engaged in the business
of writing policies of insurance;

         WHEREAS, all of the issued and outstanding stock of SIGFL is owned by
Goran; and

         WHEREAS,  SIGFL  desires to sell and FIU  desires to  purchase  certain
assets of SIGFL, subject to the terms of this Agreement.

         NOW THEREFORE,  in consideration of the mutual covenants and agreements
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

       1.         Sale  of  Assets.  SIGFL  hereby  sells,  transfers,  conveys,
                  assigns and delivers to FIU and FIU hereby  purchases the book
                  of  business  of SIGFL with  respect to the excess and surplus
                  lines  property  and  casualty  insurance  business  currently
                  written through Pafco General  Insurance  Company,  an Indiana
                  insurance   company   ("Pafco"),   including   access  to  all
                  proprietary  information  such as agents lists,  agreements in
                  force  and all  other  intangible  assets  of  SIGFL  relating
                  thereto (the "Book of Business").

       2.         Book of Business  Purchase  Price.  The Purchase Price for the
                  Book of Business shall be equal to one hundred  percent (100%)
                  of the net retained  commission  income received by FIU on the
                  Book of Business  for the period from  January 1, 1999 through
                  December 31, 1999 (the "Purchase Price"). For purposes of this
                  Section 2, net  retained  commission  income shall be equal to
                  gross  commission  income  received by FIU from the renewal of
                  the Book of Business into  facilities  represented by FIU less
                  commissions  paid to producing  agents or brokers with respect
                  to  the  Book  of  Business.   The  Purchase  Price  shall  be
                  calculated  at the end of each  calendar  quarter  of 1999 and
                  shall be paid as follows:

                  2.1      Prior to  April  30,  1999,  FIU  shall  pay to SIGFL
                           one-third (1/3) of the Purchase Price attributable to
                           the quarter  ending  March 31,  1999.  The  remaining
                           two-thirds  (2/3)  of such  portion  of the  Purchase
                           Price  shall be paid by FIU to  SIGFL , in two  equal
                           installments,  the  first of  which  shall be due and
                           payable  prior to April  30,  2000 and the  second of
                           which  shall be due and  payable  prior to April  30,
                           2001.


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                  2.2      Prior  to July  30,  1999,  FIU  shall  pay to  SIGFL
                           one-third (1/3) of the Purchase Price attributable to
                           the  quarter  ending  June 30,  1999.  The  remaining
                           two-thirds  (2/3)  of such  portion  of the  Purchase
                           Price  shall be paid by FIU to  SIGFL,  in two  equal
                           installments,  the  first of  which  shall be due and
                           payable  prior to July 30,  2000  and the  second  of
                           which  shall  be due and  payable  prior  to July 30,
                           2001.

                  2.3      Prior to October  30,  1999,  FIU shall pay to SIGFL
                           one-third (1/3) of the Purchase Price attributable to
                           the quarter ending  September 30, 1999. The remaining
                           two-thirds  (2/3) of such  portion  of the  Purchase
                           Price  shall be paid by FIU to  SIGFL,  in two  equal
                           installments,  the  first of  which  shall be due and
                           payable  prior to October  30, 2000 and the second of
                           which shall be due and  payable  prior to October 30,
                           2001.

                  2.4      Prior to  January  30,  2000,  FIU shall pay to SIGFL
                           one-third (1/3) of the Purchase Price attributable to
                           the quarter  ending  December 31, 1999. The remaining
                           two-thirds  (2/3)  of such  portion  of the  Purchase
                           Price  shall be paid by FIU to  SIGFL,  in two  equal
                           installments,  the  first of  which  shall be due and
                           payable  prior to January  30, 2001 and the second of
                           which shall be due and  payable  prior to January 30,
                           2002.

                  2.5      Upon  execution of this  Agreement,  FIU shall pay to
                           SIGFL the sum of Fifteen Thousand  Dollars  ($15,000)
                           which  shall  be  allocated  to that  portion  of the
                           Purchase  Price due and payable  with  respect to the
                           quarter ending March 31, 1999.

       3.         Auxiliary  Purchase Price. FIU shall have access to the closed
                  files of SIGFL  (the "Old  Business").  FIU shall pay to SIGFL
                  the sum of  twenty-five  percent  (25%)  of the  net  retained
                  commission  income  generated  by FIU during  the period  from
                  January 1, 1999  through  December  31,  1999 (the  "Auxiliary
                  Purchase Price"). For purposes of this Section 3, net retained
                  commission  income shall be equal to gross  commission  income
                  received  by FIU from the  renewal  of the Old  Business  into
                  facilities   represented  by  FIU  less  commissions  paid  to
                  producing  agents or brokers with respect to the Old Business.
                  The Auxiliary Purchase Price shall be calculated at the end of
                  each  calendar  quarter  during  1999 and the  portion  of the
                  Auxiliary  Purchase Price  attributable  to each such calendar
                  quarter  shall be paid  within  thirty (30) days of the end of
                  such quarter.

       4.         Pafco Renewals  Purchase Price. FIU shall pay to SIGFL the sum
                  of fifty percent (50%) of the net retained  commission  income
                  generated  by FIU  during  the  period  from  January  1, 1999
                  through June 30, 1999 pursuant to the UMA (as defined  herein)
                  (the "Pafco Renewals  Purchase  Price").  For purposes of this
                  Section 4, net  retained  commission  income shall be equal to
                  gross commission income received by


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                  FIU  from  the  business  written  pursuant  to the  UMA  less
                  commissions  paid to producing  agents or brokers with respect
                  thereto. The Pafco Renewals Purchase Price shall be calculated
                  at the end of each of the first two calendar  quarters  during
                  1999 and the  portion  of the Pafco  Renewals  Purchase  Price
                  attributable  to each  such  calendar  quarter  shall  be paid
                  within thirty (30) days of the end of such quarter.

       5.         Underwriting Management Agreement. Contemporaneously with this
                  Agreement   FIU  and  Pafco  shall  enter  into  that  certain
                  Underwriting  Management  Agreement (the "UMA") in the form of
                  Exhibit "A" attached hereto.

       6.         Representations and Warranties. Goran and SIGFL represent and
                  warrant to FIU as follows:

                  6.1      Organization,  Standing and  Qualification  of Goran.
                           Goran  is a  Canadian  corporation,  duly  organized,
                           validly  existing and in good standing under the laws
                           of Canada.  Goran has all requisite  corporate  power
                           and  authority  and  is  entitled  to  carry  on  its
                           business as now being conducted and to own, lease and
                           operate its assets and business as now conducted.

                  6.2      Organization,  Standing and  Qualification  of SIGFL.
                           SIGFL  is  a  Florida  corporation,  duly  organized,
                           validly  existing and in good standing under the laws
                           of the  State of  Florida.  SIGFL  has all  requisite
                           corporate  power and  authority  and is  entitled  to
                           carry on its business as now being  conducted  and to
                           own, lease and operate its assets and business as now
                           conducted.

                  6.3      Execution,  Delivery and  Performance  of  Agreement;
                           Authority  of  Goran.  The  execution,  delivery  and
                           performance  of  this  Agreement  by  Goran  and  the
                           related  agreements   referred  to  herein  will  not
                           conflict with any provision of Goran's  Certification
                           of  Incorporation  or any mortgage,  lease,  license,
                           agreement,  law,  rule or  regulation  or any  order,
                           judgment or decree to which it is a party or by which
                           it may  be  bound.  Goran  has  the  full  power  and
                           authority to enter into this  Agreement  and to carry
                           out the transactions  contemplated  hereby,  and this
                           Agreement  constitutes a valid and binding obligation
                           of Goran and is  enforceable  in accordance  with its
                           terms.

                  6.4      Execution,  Delivery and  Performance  of  Agreement;
                           Authority  of  SIGFL.  The  execution,  delivery  and
                           performance  of  this  Agreement  by  SIGFL  and  the
                           related  agreements   referred  to  herein  will  not
                           conflict with any provision of SIGFL's Certificate of
                           Incorporation  or  any  mortgage,   lease,   license,
                           agreement,  law,  rule or  regulation  or any  order,
                           judgment or decree to which it is a party or by which
                           it may  be  bound.  SIGFL  has  the  full  power  and
                           authority to enter into this  Agreement  and to carry
                           out the transactions

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                           contemplated hereby, and this Agreement constitutes a
                           valid  and  binding   obligation   of  SIGFL  and  is
                           enforceable in accordance with its terms.

                  6.5      Consent  of Sole  Shareholder.  Goran is the owner of
                           all of the issued and outstanding  stock of SIGFL and
                           has given all  requisite  approval and consent to the
                           transactions contemplated by this Agreement.

                  6.6      Title to Assets.  SIGFL has good and marketable title
                           to the Book of Business,  which is not subject to any
                           liens,   pledges,   security   interests   or   other
                           restrictions.

       7.         Representations  and  Warranties  of FIU. FIU  represents  and
                  warrants to Goran and SIGFL as follows:

                  7.1      Organization,  Standing and Qualification of FIU. FIU
                           is a Florida  corporation,  duly  organized,  validly
                           existing and in good  standing  under the laws of the
                           state of  Florida.  FIU has all  requisite  corporate
                           power and  authority  and is entitled to carry on its
                           business as now being conducted and to own, lease and
                           operate its assets and business as now conducted.

                  7.2      Execution,  Delivery and  Performance  of  Agreement;
                           Authority  of  FIU.  The  execution,   delivery  and
                           performance  of this Agreement by FIU and the related
                           agreements  referred to herein will not conflict with
                           any provision of FIU's Certification of Incorporation
                           or any mortgage, lease, license, agreement, law, rule
                           or  regulation  or any order,  judgment  or decree to
                           which it is a party or by which it may be bound.  FIU
                           has the full power and  authority  to enter into this
                           Agreement   and  to   carry   out  the   transactions
                           contemplated hereby, and this Agreement constitutes a
                           valid   and   binding   obligation   of  FIU  and  is
                           enforceable in accordance with its terms.

       8.         Closing. The effective date of the closing of the transactions
                  contemplated by this Agreement shall be January 1, 1999
                  (the "Closing").

       9.         Covenant Not to Compete.

                  9.1 Goran and SIGFL acknowledge and agree that the purchase of
                      the Book of Business by FIU is a valuable  and  reasonable
                      consideration for FIU's entering into this Agreement.  For
                      a period of two (2) years from the date of this Agreement,
                      neither  Goran  nor SIGFL  shall  directly  or  indirectly
                      engage in, have any  interests  in, or otherwise  form any
                      relationship with any business, firm, person, partnership,
                      corporation  (whether as an employee,  officer,  director,
                      agent,  security  holder,  creditor,   consultant,   joint
                      venturer,  partner,  associate  or  otherwise),  or in any
                      other entity for the purpose of providing

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                      property and casualty  insurance  products  comparable  to
                      those  contained in the Book of Business (the  "Business")
                      unless required by state law. This covenant shall prohibit
                      Goran and SIGFL  from  engaging  in the  Business,  either
                      directly or indirectly, within the State of Florida. It is
                      expressly understood and agreed by and between the parties
                      that  the  geographic  scope  for such  restriction  to be
                      imposed against Goran and SIGFL is fair and reasonable.

              9.2     Goran and SIGFL agree that in the event of a determination
                      of a material violation of any of the foregoing provisions
                      of Section 9.1 of this  Agreement  by a court of competent
                      jurisdiction:

                      9.2.1    If any of the Purchase Price,  Auxiliary Purchase
                               Price or Pafco Renewals Purchase Price remain
                               unpaid  to  SIGFL,  FIU  shall be  entitled  to a
                               set-off of the Purchase Price, Auxiliary Purchase
                               Price or Pafco  Renewals  Purchase  Price due and
                               owing to SIGFL for damages to FIU in such amount
                               as determined by  a court of competent
                               jurisdiction;

                      9.2.2    The  determination  of  a  court  of  competent
                               jurisdiction  of  damages  to FIU as a result  of
                               Goran's or SIGFL's breach of this Agreement shall
                               not,  in any event,  or in any way  prohibit  FIU
                               from  obtaining   injunctive  relief  to  prevent
                               further  violation of this  Agreement by Goran or
                               SIGFL.

       10.    Indemnification of Goran and SIGFL.  FIU hereby indemnifies  and
              agrees to hold  Goran  and SIGFL  harmless  from,  against  and in
              respect  of and shall on demand  reimburse  such party for any and
              all loss,  liability  or damage  suffered  or incurred by Goran or
              SIGFL by reason of any untrue  representation,  breach of warranty
              or  nonfulfillment  of any covenants by FIU contained herein or in
              any document,  instrument or agreement delivered to Goran or SIGFL
              pursuant hereto or in connection herewith. Furthermore, FIU agrees
              to  indemnify  and  defend  Goran and  SIGFL and their  individual
              shareholders,  directors and officers, from and against any claim,
              suit, demand and for any damages,  losses, costs,  attorney's fees
              and  expenses  incurred,  as a result  of any  errors,  omissions,
              misrepresentations  or  actions  taken  by FIU  subsequent  to the
              effective  date of  this  Agreement  with  regard  to the  Book of
              Business.  It is the intention of the parties that Goran and SIGFL
              and their  individual  shareholders,  directors and officers shall
              only be responsible  for any losses,  claims,  demands,  costs and
              expenses arising out of SIGFL's operation of the Book of Business.

       11.    Indemnification of FIU. Goran and SIGFL hereby indemnify and agree
              to hold FIU harmless from,  against and in respect of and shall on
              demand reimburse FIU for any

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              and all loss,  liability or damage  suffered or incurred by FIU by
              reason  of  any  untrue  representation,  breach  of  warranty  or
              nonfulfillment of any covenants by Goran or SIGFL contained herein
              or in any  document,  instrument  or  agreement  delivered  to FIU
              pursuant hereto or in connection herewith.  Furthermore, Goran and
              SIGFL  agree  to  indemnify  and  defend  FIU and  its  individual
              shareholders,  directors and officers, from and against any claim,
              suit, demand and for any damages,  losses, costs,  attorney's fees
              and  expenses  incurred,  as a result  of any  errors,  omissions,
              misrepresentations   or  actions  taken  by  SIGFL  prior  to  the
              effective  date of  this  Agreement  with  regard  to the  Book of
              Business.  It is the  intention  of the  parties  that FIU and its
              individual  shareholders,  directors  and  officers  shall only be
              responsible for any losses,  claims,  demands,  costs and expenses
              arising out of its operation of the Book of Business.

       12.    Costs of Transaction. Except as otherwise provided herein, each of
              the parties hereto shall be responsible for their respective costs
              and fees in connection  with this Agreement or any other agreement
              contemplated herein and the transactions contemplated hereby.

       13.    Notices. Any notice, demand, consent, approval, request, or other
              communication  or  document to be  provided  hereunder  to a party
              hereto  shall  be (a) in  writing,  and (b)  deemed  to have  been
              provided (i) forty-eight  (48) hours after being sent as certified
              or  registered  mail in the United States mail,  postage  prepaid,
              return receipt requested, to the address of the party set forth as
              follows or to any other address in the United States of America as
              the party may  designate  from time to time by notice to the other
              party,  or (ii) upon being given by hand or other actual  delivery
              to the party:

                      If to Goran:      Goran Capital Inc.
                                        4720 Kingway Drive
                                        Indianapolis, IN 46205
                                        Attention: Douglas H. Symons
                                        Executive Vice President

                      If to SIGFL:      Symons International Group, Inc.
                                        4720 Kingsway Drive
                                        Indianapolis, IN 46205
                                        Attention: Douglas H. Symons, President

                      If to FIU:        Florida International Underwriters, Inc.
                                        2300 Glades Road, Suite 135 East
                                        Boca Raton, FL 33431-7335
                                        Attention: Colin W. A. Fellows

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       14.    Entirety.  This Agreement represents the complete understanding
              between the parties with respect to the transactions contemplated
              herein.

       15.    Amendment.  This Agreement may be amended by and only by an
              instrument executed and delivered by each party.

       16.    Waiver. No party shall be deemed to have waived any right which it
              holds hereunder unless the waiver is made expressly and in writing
              (and,  without limiting the generality of the foregoing,  no delay
              or  omission  by any party in  exercising  any such right shall be
              deemed a waiver of is future exercise).  No waiver shall be deemed
              a waiver as to any other instance or any other right.

       17.    Choice  of  Law.  All  questions  concerning  the  construction,
              validity, and interpretation of this Agreement and the performance
              of  the  obligations  imposed  hereby  shall  be governed  by the
              internal law, not the law of conflicts, of the State of Indiana.

       18.    Successors.  This Agreement  shall be binding upon and shall inure
              to the benefit of the parties hereto and their  respective  heirs,
              personal representatives, successors, and assigns hereunder.

       19.    Severability. No determination by any court, governmental body or
              otherwise  that any  provision of this  Agreement or any amendment
              hereof is invalid or  unenforceable  in any instance  shall affect
              the validity or enforceability of (a) any other provision thereof,
              or (b) that  provision in any  circumstance  not controlled by the
              determination.  Each such provision shall be valid and enforceable
              to the fullest extent  allowed by and shall be construed  wherever
              possible as being consistent with, applicable law.

       20.    Counterparts.  This Agreement may be executed in several
              counterparts, each of which shall be deemed to be an original but
              all of which together will constitute one and the same instrument.

       20.    Further  Assurances.  The parties shall  cooperate with each other
              and shall execute and deliver, or cause to be delivered, all other
              instruments  and shall  take all other  actions,  as either  party
              hereto  may  reasonably  request  from  time to time in  order  to
              effectuate the provisions hereof.

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     IN WITNESS WHEREOF, each party hereto has executed this Agreement as of the
day and year first above written.

                                       GORAN CAPITAL INC.


                                       By:
                                       Title:



                                       SYMONS INTERNATIONAL GROUP, INC.


                                       By:
                                       Title:



                                       FLORIDA INTERNATIONAL UNDERWRITERS, INC.


                                       By:
                                       Title:




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