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                                                                   EXHIBIT 10.20

[WILLCOX INCORPORATED LETTERHEAD]

REINSURED:         SOUTHERN CALIFORNIA PHYSICIANS INSURANCE EXCHANGE,
                   AND/OR S.C.P.I.E. INDEMNITY COMPANY,
                   AND/OR S.C.P.I.E. MANAGEMENT COMPANY,
                   AND/OR AMERICAN HEALTHCARE INDEMNITY COMPANY,
                   AND/OR FG CASUALTY COMPANY,
                   AND/OR S.C.P.I.E. INSURANCE SERVICES, INC.
                   AND/OR S.C.P.I.E. MANAGEMENT SERVICES, INC.
                   BEVERLY HILLS, CALIFORNIA

TYPE:              FIRST EXCESS OF LOSS REINSURANCE

BUSINESS
COVERED:           Physicians and Surgeons Comprehensive Professional and
                   Business Liability Policies, including Clinics and Clinical
                   Laboratories, Professional and Business Liability Policies
                   for Hospitals and Errors and Omissions Liability Policies for
                   Managed Care Organizations.

TERM:              January 1, 1997 to December 31, 1997 as respects claims made
                   during the calendar year 1997.

                   The term "claims made" as used herein shall mean (A) In
                   respect of Claims Made Policies, claims first notified to the
                   Company during the term of this Agreement on any inforce
                   policy or reporting endorsement arising out of incidents
                   subsequent to the retroactive date of said policy as the
                   result of the rendering of or failure to render a
                   professional service or the reporting of losses which arise
                   from the insured premises and operations incidental to the
                   practice of a physician, hospital or managed care
                   organization and/or (B) In respect of Occurrence Policies,
                   claims or losses first notified to the Company during the
                   term of this Agreement.

                   Retroactive date January 1, 1976, except for Extra
                   Contractual Obligations which is January 1, 1979.

                   In the event of cancellation, and at the option of the
                   Reinsured, Reinsurers agree to run-off policies in force
                   until natural expiration not to exceed 12 months from the
                   expiration date hereon, subject to a Premium equal to 50% of
                   the Actual Earned Reinsurance Premium.

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TERRITORY:       As per the Company's original policies, contracts, or binders.

EXCLUSIONS:      1.      Insolvency Funds.
                 2.      Nuclear Incident - Liability - Reinsurance.

LIMIT AND
RETENTION:       $1,000,000 each and every loss in excess of $1,000,000 each and
                 every loss.

                 Notwithstanding the foregoing it is a condition hereto that an
                 Annual Aggregate Deductible equal to 1% of G.N.E.P.I. shall
                 first be deducted before any liability attaches to Reinsurers
                 hereon.

WARRANTY:        1. As respects Professional and Business Liability Policies for
                    Hospitals written on or after January 1, 1996, Policy Limits
                    greater than $500,000 reinsured elsewhere on an Excess of
                    Loss basis or so deemed.

                 2. As respects Professional and Business Liability Policies for
                    Hospitals written prior to January 1, 1996, Policy Limits
                    greater than $5,000,000 reinsured elsewhere on an Excess of
                    Loss basis or so deemed.

MAXIMUM
AGGREGATE:       Reinsurers maximum liability during the term of this Contract
                 shall be $8,500,000 or 182.5% of Reinsurance Premiums Earned
                 during the Contract term, whichever is the greater.

PREMIUM:         2.88% of G.N.E.P.I.
(Eff. 1/1/97)

                 Deposit - $3,450,000, payable $862,500 quarterly.

                 Minimum - $2,760,000

ATTACHMENT OF
LIABILITY:       (A)  For purposes of determining the attachment of the
                      Reinsurer's liability hereunder as respects any one loss,
                      all losses (including Discovery Period Losses) involving
                      one or more Original Insureds, arising from the same
                      medical incident, and in which First Notice of Claim or
                      Circumstance is notified to the Company during the term of
                      this Agreement shall be covered hereunder. Where first
                      notice falls in Agreement Years prior to January 1, 1992
                      the "Interlocking Clause" to apply hereon for Physicians
                      and Surgeons Comprehensive Professional Liability Policies
                      only.

                 (B)  The date of a loss hereunder shall be the earliest date,
                      within the term of this Contract, that the Company has
                      received First Notice of Claim or Circumstance.



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PROFIT
COMMISSION:      The Company shall receive a Profit Commission equal to 90.0% of
(Eff. 1/1/97)    the net profit accruing to the Reinsurers under this Contract,
                 computed as follows:

                 1.   Reinsurance Premiums Earned;

                 2.   Less:  Losses and Loss Adjustment Expenses Incurred;

                 3.   Less:  Management Expenses of 25% of Reinsurance Premiums
                      Earned.

                 Unlimited deficit carryforward to next Contract period.

                 The term under consideration in respect of "Profit Commission"
                 as above shall be the period January 1, 1997 through December
                 31, 1997. It is further agreed that the first calculation of
                 Profit Commission shall be computed as of December 31, 1997 and
                 annually thereafter, and that the first and final payment of
                 any Profit Commission shall be made by the Reinsurers to the
                 Company as of December 31, 2001. The Company agrees that
                 payment of any Profit Commission shall be subject to complete
                 commutation as respects all losses known and unknown within the
                 Profit Commission period. Payment of any Profit Commission by
                 the Reinsurers shall constitute full and final release from all
                 further loss development.

ACCOUNTING:      Premiums - Payments within 60 days of respective due date.
                 Losses - Payments within 60 days of receipt of proof of loss.
                 Outstanding losses reported individually as they occur.

GENERAL
CONDITIONS:      Loss Adjustment Expenses to be Pro-Rated.
                 Excess of Original Policy Limits Clause.
                 80% Extra Contractual Obligations Clause.
                 Ultimate Net Loss Clause.
                 Net Retained Lines Clause.
                 Notice of Loss Clause.
                 Loss Funding Clause - Including IBNR (See Attached).
                 Special Funding Clause.
                 Confidentiality Clause.
                 Commutation Clause.
                 Federal Excise Tax Clause.
                 Errors and Omissions Clause.
                 Insolvency Clause.
                 Service of Suit Clause.
                 Arbitration Clause.
                 Access to Records Clause.
                 Willcox Incorporated Intermediary Clause.

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<TABLE>
<S>           <C>             <C>                                    <C>
REINSURERS
HEREON:        Domestic:
               BCS Insurance Company                                     5.00%
               Transatlantic Reinsurance Company                        10.00%
               Travelers Indemnity Company                               2.50%
                                                                       ------
                                Domestic Total                          17.50%

               Australia:

               Through Australian Independent Reinsurance Services:
                 GIO Insurance Ltd.
                 trading as:
                 GIO Reinsurance                                         3.00%
                                                                       ------
                                Australia Total                          3.00%

               Germany:
               Hannover Ruckversicherungs AG                            22.50%
                                                                       ------
                                Germany Total                           22.50%

               United Kingdom:
               Through Willcox Johnson & Higgins Reinsurance Brokers, Ltd.
                 London, England
               Underwriters at Lloyd's
                SVH     1007                                           15.645%
                DPM     435                                             4.381%
                SJC     1003     62.00%
                        2003     38.00%                                 4.597%
                JHV     376      67.89%
                        2376     32.11%                                 3.155%
                FRW     190                                             1.077%
                ROS     227      83.00%
                        2227     17.00%                                 1.077%
                BFC     780                                            
                BHB     1215                                            2.750%
                                                                        
               CNA International Reinsurance Co., Ltd.                  4.750%
               Terra Nova Insurance Company, Ltd.                       6.790%
               Unionamerica Insurance Company, Ltd.                     3.500%
               Zurich Reinsurance (U.K.) Ltd.                           9.278%
                                United Kingdom Total                    57.00%
                                    Domestic Total                      17.50%
                                    Foreign Total                       82.50%
                                                                       ------
                                    Grand Total                        100.00%
                                                                       ======
</TABLE>

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This Cover Note is to confirm the terms and conditions which have been
negotiated between Willcox Incorporated and the participating Reinsurers on your
behalf. We request that you review this Cover Note with regard to the specific
placement details and subscribing Reinsurers listed herein. In the event that
any of these details do not meet with your approval or security of the
subscribing Reinsurers does not meet with your requirements, please notify this
office immediately. If all is found to be in order please sign and return the
enclosed duplicate copy of this Cover Note for completion of our files.


-------------------------------------
Signature

-------------------------------------
Date

                                        Willcox Incorporated

                                        By [SIG]
                                          --------------------------------
                                          Executive Vice President


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                         LOSS FUNDING - INCLUDING IBNR

               THIS IS APPLICABLE TO NON-ADMITTED REINSURERS ONLY


After consultation with their outside Actuaries, Tillinghast, Nelson & Warren
Inc., S.C.P.I.E. intends to use the following IBNR factors applied to Gross
Reinsurance Premiums for 1997 Letter of Credit Funding purposes applicable to
Non-Admitted Reinsurers only:

<TABLE>
<CAPTION>
                                           IBNR
         Period                            Factor
         ------                            ------
         <S>                              <C>
         Current Year                      97.00% 
         First Development Year            40.00%
         Second Development Year           17.00%
         Third Development Year             7.00%
         Fourth Development Year &         
         Subsequent                         2.00%
</TABLE>


The Letter of Credit Funding requirement for IBNR will be net of any Specific
Case Base Loss Reserves. Therefore, the factors outlined above represent the
ceiling for the sum of Specific Case Base Loss Reserves and IBNR. Further, a cap
of five times the Gross Reinsurance Premium will apply as the Lifetime IBNR
Maximum for each Treaty Year.




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