Exhibit 10.13(19)

                                 ADDENDUM NO. 4

                                       to

                        QUOTA SHARE REINSURANCE AGREEMENT
                           EFFECTIVE JANUARY 1ST 2000

                                     between

                         PAFCO GENERAL INSURANCE COMPANY
                        (hereafter called the "Company")

                                       and

                    NATIONAL UNION FIRE INSURANCE COMPANY OF
                                 PITTSBURGH, PA.
                       (hereafter called the "Reinsurer")


It  is  understood  and  agreed  that this addendum amends addendum Number 3 and
effective  January 1st, 2002 the following articles or parts thereof are amended
to  read  as  follows.

ARTICLE  II                    TERM  AND  TERMINATION

The agreement commences at 12:01 a.m. Eastern Standard Time, January 1, 2000 and
shall remain in force until 11:59 p.m. Eastern Standard Time, December 31, 2002.
Either party may terminate effective on the first day of any calendar month with
20  days  advance  written  notice.  The  Reinsurer shall remain liable for loss
under  reinsured  policies effective prior to the termination date.  However, in
the  event  the Company fails to pay the Reinsurer on or before October 15, 2002
for  the  monthly  account  statements  from January through September 2002 this
addendum  is  cancelled  ab  initio  and  the  agreement is terminated as of the
expiration  date  heretofore  applicable  which  is  December  31,  2001.

ARTICLE  IV                    QUOTA  SHARE  PARTICIPATION

The  aggregate  quota  share  cession  shall be at the option of the Company and
subject  to  a  maximum  of 60% for the year 2002.  However, the maximum cession
will be limited to $10,000,000 of written premium.  In the event the quota share
percent  selected by the Company produces more than $10,000,000 for the calendar
year,  the  dollar  amount  of  written  premium  ceded  shall  be  reduced  to
$10,000,000.  This  limit  can  be  increased  by  mutual  agreement between the
Reinsurer  and the Company.  The Company shall notify the Reinsurer prior to the
last  day  of  the calendar quarter of the quota share percent for that quarter.
It  is  agreed that the cession for any one quarter, shall not exceed 40% of the
total  cession for the calendar year.  In the event the declared percent cession
for  a  calendar quarter produces premiums in excess of 40% of the premium ceded
for  the  calendar  year  the cessions for that quarter shall be adjusted to the
dollar  amount  that  would  equal  40%  of  the  premium  ceded  for  the year.

The  Reinsurer's  liability  for  aggregate  losses,  including  allocated  loss
adjustment  expenses  (and unallocated loss adjustment expenses where applicable
under  REPORTS  AND ACCOUNTING), shall be limited to 97% of earned premium ceded
for  all  business  from  January  1st,  2002  to  the  calculation  date.

ARTICLE  VI                    PREMIUM  AND  COMMISSION


The  Company  will  pay  the  Reinsurer a premium equal to the pro rata share of
premium  applicable  on  all  policies  ceded.

The  Reinsurer  shall  allow  the  Company  a  minimum  and  provisional  ceding
commissions  of  18% on such premium.  The actual ceding commission shall be the
combined  sum of Section A and Section B as specified below subject to a minimum
of  18%  and a maximum of 31% of the combined sum of ceded premiums.  The actual
commission  shall  be the commission ratio times the ceded premium determined as
follows:

     Section  A:  97.000%  minus  actual  loss  ratio  equals  commission  ratio

     Section  B:  96.625%  minus  actual  loss  ratio  equals  commission  ratio

     The  above  ratio  shall  be  carried  to  three  decimal  places.

The  adjustment,  if  any  on  Section A shall be done quarterly with a debit or
credit  to  the  Funds  Withheld  Balance.  The first adjustment and payment for
Section  B  shall  be  made  within  90  days  of  March  31,  2004.  Subsequent
adjustments and payments shall be made within 90 days of all years subsequent to
2004  until  all  liabilities  are  finalized.

In  the  event  the Section A or Section B commission ratio is less than 18% and
the  combined  commission  ratio  is  in  excess  of  18%  the amount that would
otherwise  be  debited  to  the  Funds  Withheld  Balance  shall  be paid to the
Reinsurer.


ARTICLE  VI-A                    INVESTMENT  ALLOWANCE

For  Section  B  business:

The  Reinsurer  will  calculate  a Notional Investment Allowance quarterly.  The
Investment  Allowance  shall  equal  the  product  of  24.75% of the one year US
Treasury  bill rate in effect on the first business day of each calendar quarter
times  the  Average  Daily Cash Balance.  The Reinsurer will pay the Company the
Investment Allowance within 90 days of March 31st, 2004 and subsequent balances,
if  any,  within  90  days  of  each subsequent March 31st.  Notwithstanding the
foregoing,  no  payment  is  due  in  the  event  the Loss Ratio is in excess of
78.625%.

ARTICLE  VIII                    DEFINITIONS

Section  A shall mean:  All business effective prior to January 1, 2002 and loss
liabilities  on  that  business.

Section  B  shall  mean:  All business effective in 2002 and loss liabilities on
that  business.

Loss  Ratio  shall  mean:  Losses  paid  and  outstanding  (including  IBNR  as
determined  by  the Reinsurer), and allocated loss adjustment expense divided by
earned  premium  for  the  period  being  calculated.

Premium  shall  mean  the  premium  charged  the insured, net of return premium,
however,  uncollectable  premium  shall  not  be  deemed  a  return  premium.

Allocated  loss  adjustment  expenses  shall  be  as  defined  under  statutory
accounting  practices.

Unallocated  loss  adjustment  expenses  shall  be  as  defined  under statutory
accounting  practices.

For  Section  A  business:

     Funds  withheld  balance  shall  mean:

          Previous  Funds  Withheld  Balance,  plus
          97%  of  ceded  written  premium,  minus
          ceding  commission,  minus
          ceded  paid  losses  (including  allocated  loss adjustment expenses),
minus
          ceded  paid  unallocated  loss  adjustment  expenses,  if  applicable.


For  Section  B  business:

     Loss  fund  shall  mean  66%  of  the  paid  losses  for  the  prior month.

Average  Daily  Cash  Balance  shall  mean

     Cash  payments  received  by  the  Reinsurer,  plus
     Investment  Allowance  from  the  prior  quarter,  minus
     Cash  payments  paid  by  the  Reinsurer,  minus
     3.375%  of  the  total  premiums  reported


ARTICLE  IX                    REPORTS  AND  ACCOUNTING

For  business  effective  prior  to  2002:

Within 45 days after the end of each calendar quarter, the company shall furnish
an  account  statement to the Reinsurer, for their share on the Business Covered
including  the  following:

          1.  Written  premium-credit

          2.  Commission-debit

          3.  Net  losses (including allocated loss adjustment expenses) paid by
the  company-debit

          4.  Reserve for outstanding losses including incurred but not reported
(including  allocated
                loss  adjustment  expenses).

          5.  Unearned  Premium

In  the  event the loss ratio is in excess of 85%, the Reinsurer shall be liable
for  unallocated loss adjustment expenses equal to 1% of earned premium for each
Loss  Ratio  point  in  excess  of  85%,  however, not in excess of 6% of earned
premium.  When applicable, the coverage for unallocated loss adjustment expenses
shall  be  included in the maximum limit of 97% of earned premium ceded referred
to  in  QUOTA  SHARE  PARTICIPATION AND LIMIT.  The forgoing shall be a combined
account  for  all  business effective in all calendar quarters plus the in-force
business.  The Company shall report this information separately for all business
effective  in  each  calendar  quarter  plus a report for the in-force business.

The  Company  will pay the Reinsurer 3% of the premium with the balance, if any,
being  held  in  a  Funds  Withheld  Balance  for  subsequent payment of losses,
commission  adjustments  and  return  premium.  Amounts due the Company shall be
withdrawn  from  the Funds Withheld Balance and if the Funds Withheld Balance is
negative,  the  Reinsurer  shall  pay  the  amount  due.

For  all  business  effective  in  2002:

Within  20  days after the end of each calendar month, the company shall furnish
an  account  statement to the Reinsurer, for their share on the Business Covered
including  the  following:

1.     Written  premiums

2.     Earned  premiums-credit*

          3.  Commission-debit  (Provisional  commission 18% of earned premiums)

          4.  Net  losses (including allocated loss adjustment expenses) paid by
the  Company-debit

          5.  Change  in  Loss  Fund-credit  or  debit

          6.  Reserve for outstanding losses including incurred but not reported
(including  allocated               loss  adjustment  expenses).

          7.  Unearned  Premium

          *  Written  premiums  minus  change  in  Unearned  Premium

In  the  event the Loss Ratio is in excess of 85%, the Reinsurer shall be liable
for  unallocated loss adjustment expenses equal to 1% of earned premium for each
Loss  Ratio  point  in  excess  of  85%,  however, not in excess of 6% of earned
premium.  When applicable, the coverage for unallocated loss adjustment expenses
shall  be  included in the maximum limit of 97% of earned premium ceded referred
to  in  QUOTA  SHARE  PARTICPATION  AND  LIMIT.

The  forgoing shall be a combined account for all business ceded in all calendar
months.  The  Company  shall  provide a separate report for paid and outstanding
losses  for each accident month (ie. all losses with dates of loss in a calendar
month).

The  Company  shall  pay  any  credit  balance  with the account statement.  The
Reinsurer  shall  pay any debit balance within 30 days of receipt of the account
statement.


IN  WITNESS  WHEREOF:  the  parties  hereto  have  caused  this  Agreement to be
executed  by  their  authorized  representatives:


In:__________________________________this_________day  of__________________2002


                         PAFCO GENERAL INSURANCE COMPANY


By:___________________________________Title:_____________________________


And  in:______________________________this__________day of__________________2002


             NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA


By:___________________________________Title:____________________________