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                                                                   Exhibit 10.32

                                 ADDENDUM No 2

                                     to the

          COMBINED QUOTA SHARE, AGGREGATE AND SPECIFIC EXCESS OF LOSS
                               REINSURANCE TREATY

               (hereinafter referred to as "Reinsurance Treaty")

                                   issued to

                 MEDICAL INTER-INSURANCE EXCHANGE OF NEW JERSEY
                           Lawrenceville, New Jersey

                 (hereinafter referred to as "Ceding Company")

                                       by

                   THE REINSURERS SUBSCRIBING THE RESPECTIVE
                      INTERESTS AND LIABILITIES AGREEMENTS

                   (hereinafter referred to as "Reinsurers")

The Ceding Company and the Reinsurers hereby agree to amend the captioned 
Reinsurance Treaty, effective January 1, 1999, with respect to business ceded 
for the 1999 Coverage Year and thereafter, as follows:

1) ARTICLE 5: COVERAGES AND AGGREGATE LIMITS, Section A, Coverage A, Part B

   The final sentence in the second paragraph is deleted and replaced with the 
   following:

   "In no event shall Reinsurers be liable for more than $200,000,000 (two
   hundred million dollars) in the aggregate for Coverage A, Part B for each
   Coverage Year. This $200,000,000 aggregate limit for each Coverage Year shall
   be subject to the sub condition that not more than $15,000,000 (fifteen
   million dollars) in all (inclusive of Loss Adjustment Expenses) shall be
   recoverable from Reinsurers in respect of losses emanating from a loss layer
   of $7,000,000 (seven million dollars) each and every loss (inclusive of Loss
   Adjustment Expenses) excess of $3,000,000 (three million dollars) each and
   every loss (inclusive of Loss Adjustment Expenses).

   If SNWP exceeds $300,000,000 (three hundred million dollars) in a particular
   individual Coverage Year, then the Ceding Company shall participate in this
   particular individual Coverage Year with the Reinsurers in losses otherwise
   recoverable in the proportion calculated as follows:

          Ceding Company's Share:  Amount of SNWP in excess of $300,000,000
                                   ----------------------------------------
                                                      SNWP
   
   This proportion may be adjusted based on mutual consent of the Ceding Company
   and Reinsurers for Coverage Years 2000 and thereafter." 
  
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2)   ARTICLE 6: DEFINITIONS. Section F, "Policies"

     The definition of "Policies" is amended to add all assumed reinsurance
     from MIIX Insurance Company of New York (MIIX NY) in respect of original
     policies underwritten by MIIX NY and classified in accordance with the
     remainder of the existing definition.

3)   ARTICLE 7: NET RETAINED LIABILITY

     The third paragraph and maximum Net Retained Liability table are deleted
     and replaced with the following:
     The Ceding Company warrants that the maximum Net Retained Liability is as
     follows:

     Policies Classified As:                 Maximum Net Retained Liability
     -----------------------                 ------------------------------

     Property Insurance:
       Medical Office Policy                 $ 2,000,000 any one policy
       Other Property Coverage               $   500,000 each and every loss

     All Other Policies                      $10,000,000 each and every loss
    
3)   ARTICLE 8: CONSIDERATION, Section B, Reinsurers' Expense Charge

     The first paragraph is deleted and replaced with the following:

     "The Ceding Company shall pay Reinsurers for each Coverage Year a
     Reinsurers' Expense Charge equal to X%, as detailed in the table below, of
     all Coverage A, Part A and Part B Actual Consideration, including Coverage
     A, Part A Advance Consideration, subject to a minimum amount, effective for
     the 1999 Coverage Year and thereafter, of $2,650,000 (two million six
     hundred fifty thousand dollars) inclusive of intermediary commission, by
     direct payment to Reinsurers. There shall be no Reinsurers' Expense Charge
     in respect of Coverage A Additional Coverage Consideration, Coverage B
     Consideration, Coverage C Consideration and Coverage D Consideration."