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                                                                   Exhibit 10.31


REINSURED:     Medical Inter-Insurance Exchange of New Jersey
               Of: Two Princess Road
                   Lawrenceville
                   New Jersey


TYPE:          (1) Excess Cession Contract and (2) Excess Event Protection
               arising out Medical and Dental Practitioner Liability and
               Hospital and other Health Care Institution Professional Liability

PERIOD:        Effective January 1, 1999 covering on a risks attaching basis for
               BUSINESS COVERED, and continuous thereafter unless terminated.

               Either party may terminate this Agreement at December 31, 1999 or
               any December 31 thereafter within 90 days prior written notice.
               There shall be no return of unearned premium in respect of risks
               attaching during the TERM. REINSURERS shall receive their
               respective share of the net ceded premium in respect of risks
               attaching during the TERM.

               This Agreement will apply to policies written by the Company and
               incepting during the term of this Agreement subject to the
               maximum period any one policy not to exceed 36 months plus odd
               time.

               In respect of multi-year risks attaching to this agreement
               reinsurance coverage for the full period shall be provided by
               those Reinsurers to whom the original net ceded premium has been
               allocated regardless of whether agreement is terminated.

BASIS OF 
COVERAGE:      As per underlying form of coverage, i.e.:
               - Loss Occurring During the underlying policy period in respect 
                 of occurrence coverage.
               - Claims first made during the underlying policy period in 
                 respect of claims made coverage.
               - Following any Retroactive date applicable to risks attaching.

BUSINESS 
COVERED:       All business underwriters by New Jersey State Medical
               Underwriters, Inc. ("Underwriters") and classified by the COMPANY
               as Medical and Dental Practitioner Professional Liability,
               Umbrella Liability, Hospital and Other Health Care Institution
               Professional Liability, and Commercial General Liability
               Business, Directors and Officers Liability, Fiduciary Liability,
               Managed Care Errors and Omissions Liability, Employment Practice
               Liability, Miscellaneous Professional Indemnity (including but
               not limited to, Lawyers Professional, Notary Public and
               Electronic Data Processors).

               This Agreement applies to losses first occurring under occurrence
               policies and claims made under claim made policies both in
               respect of risks attaching during the TERM. REINSURERS shall be
               subject to all of the
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             conditions of the Permanent Protection Policies (PPP) or any other
             underlying.

EXCLUSIONS:  (1)  Claims emanating from policies issued by the inception dates
                  after the termination date of this contract.

             (2)  Reinsurance assumed, except Reinsurance assumed from
                  Lawrenceville Property and Casualty Insurance Co., Inc.,
                  Medical Inter-Insurance Exchange of New Jersey, Lawrenceville
                  Re, Ltd., or American Medical Mutual which is underwritten by
                  New Jersey State Medical Underwriters, Inc. for Medical
                  Inter-Insurance Exchange of New Jersey.

                  In addition, this exclusion shall not apply to assumed
                  reinsurance underwritten by the Company for captives or other
                  insurance facilities of hospitals and all other Health Care
                  institutions where the underwriting is through the New Jersey
                  State Medical Underwriters, Inc.

             (3)  Financial Guarantee and insolvency

             (4)  Insolvency Fund Exclusions Clause.

             (5)  Nuclear Incidents Exclusion Clause -- Liability Reinsurance
                  U.S.A. and Canada, except for incident arising from nuclear
                  medicine.

             (6)  Pools, Associations, and Syndicates Exclusion Clause.

LIMITS AND
RETENTIONS:   A)  Medical and Dental Practitioner Professional Liability,
                  Umbrella Liability, Hospital and other Health Care Institution
                  Professional Liability and Commercial General Liability
                  Business.

                  $65,000,000 each and every loss or event each original policy
                  plus pro-rata allocated loss adjustment expenses.

                  and

              B)  Directors and Officers Liability, Fiduciary Liability, Managed
                  Care Errors and Omissions Liability and Employment Practice
                  Liability, Miscellaneous Professional Indemnity (including but
                  not limited to Lawyers Professional, Notary Public and
                  Electronic Data Processors

                  $15,000,000 each and every loss each original policy plus pro-
                  rata allocated loss adjustment expenses.

                  Excess of a retention of:

              $10,000,000 each and every loss or event.

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CONDITIONS: (1)  8% coinsurance by the Company in respect of limits provided by
                 this contract.

            (2)  Article IV F of the prior contract will not be retained in this
                 replacement contract.

            (3)  The Company may incept at any time during the contract period
                 Property coverage including Fire, Allied Lines and Extended
                 Coverages. Inland Marine and Commercial Multi-Peril when
                 written in conjunction with other coverages for limits of:-
                 $14,500,000 Ultimate Net loss plus pro-rata loss adjustment
                 expenses
                 each and every loss, each original policy 
                 Excess of: - $500,000 Ultimate Net loss plus pro-rata loss
                 adjustment expenses as respects each and every loss, each
                 original policy. Coverage shall be subject to the following
                 exclusions:-

                 1)   Earthquake coverages 
                 2)   North American War Exclusion Clause 
                 3)   Seepage and Pollution Liability 
                 A)   Within 60 days after the end of each quarter the Company
                      shall provide the Reinsurer with a claims bordereaux
                      outlining any claim on which the Company has placed a
                      reserve value of more than $300,000. Losses and adjustment
                      expenses are recoverable by the Company immediately after
                      receipt of proof of loss subject to the retention
                      applicable herein.
                 B)   Within 60 days after the end of the quarter that any
                      coverage, attaches the Company shall provide the Reinsurer
                      with a premium bordereaux outlining the applicable premium
                      (to be more fully defined in the contract wording).

PREMIUM: Minimum & Deposit Premium $750,000 annual payable quarterly as follows:
         31st March, 30th June, 30th September and 31st December. The minimum
         premium to be adjusted upwards at 92% of the original net ceded premium
         limits within 45 days of the 31st December.

CLAIM AND LOSS
SETTLEMENTS:   Within 60 days after the end of each calendar
               quarter, the COMPANY shall provide the REINSURER with a
               bordereaux outlining any claim or claims on which the COMPANY has
               placed a reserve value of more than $3,000,000 each loss or
               event. At each anniversary the Company shall provide a bordereaux
               outlining all claims and reserves excess of $250,000 each loss or
               $2,000,000 each event.

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               Losses and adjustment expenses recoverable by the COMPANY are
               payable immediately after receipt of proof of loss subject to the
               RETENTION applicable herein.

ECO/XPL:       The REINSURERS shall pay 100% of ECO/XPL losses reducing only by
               8% coinsurance by the Company.

OTHER
PROVISIONS:    Access to Records
               Arbitration
               Currency
               Errors and Omissions
               Federal Excise Tax
               Insolvency
               Net Retained Liability
               Offset
               Intermediary Clause
               Salvage and Subrogation
               Service of Suit
               Taxes
               Territory
               Ultimate Net Loss, including pro-rata allocated 
               Loss Adjustment Expenses and 92% ECO/XPL.
               Unauthorised Reinsurers

INTERMEDIARY:  Lloyd Thompson Ltd.

BROKERAGE:     10%

DEFINITIONS:   (1)  Net Ceded Premium = Gross Allocated Premium to this
                    agreement less 25%.

               (2)  The term Gross Allocated Premium shall mean the written
                    premium allocated to this agreement on annual contracts or
                    instalments on multi-year contracts.

               (3)  The term "event" used herein shall mean all original claims
                    arising from an incident involving Medical and Dental
                    Practitioners and Hospitals and other Health Care
                    Institutions being an original insured hereon.