ENDORSEMENT NO. 5

                              to the

                  QUOTA SHARE RETROCESSION AGREEMENT
                      Effective:  January 1, 1997

                             issued to

            AMERICAN HALLMARK INSURANCE COMPANY OF TEXAS
                           Dallas, Texas

                                by

                   DORINCO REINSURANCE COMPANY
                        Midland, Michigan


IT IS HEREBY AGREED, effective January 1, 1999, that this Agreement shall
be amended as follows:

1.    Paragraph A.1. of ARTICLE 7 - ACCOUNTS AND REMITTANCES (as amended by
Endorsement Nos. 2 and 3) shall be deleted and the following substituted
therefor:

      "1.   Net written premium accounted for during the period, being the
gross written premium, less returns and cancellations; less,"

2.    ARTICLE 8 - CEDING COMMISSION (as amended by Endorsement Nos. 2 and
4) shall be deleted and the following substituted therefor:

                             "ARTICLE 8
                          CEDING COMMISSION

      The Reinsurer will allow the Company a provisional ceding commission
of 30.0% of the written premiums ceded hereunder.  Return commission shall
be allowed on return premiums at the same rate."

3.    As respects Adjustment Periods commencing on or after that date,
ARTICLE 9 - COMMISSION ADJUSTMENT (as amended by Endorsement Nos. 2 and 3)
shall be deleted and the following substituted therefor:

"ARTICLE 9

      COMMISSION ADJUSTMENT

      A.    1.    The final ceding commission shall be determined by the
loss experience under this Agreement for each Adjustment Period (as defined
in Article 10). There shall be provisional adjustments and a final
adjustment for each Adjustment Period, all in accordance with the other
paragraphs of this Article.

            2.    Within 60 days following the end of each Underwriting
Year within each Adjustment Period, the Company will calculate an adjusted
ceding commission for the Adjustment Period then expired based on premiums
earned and losses incurred.  The ceding commission paid to that date,
whether provisional or prior adjustment, shall be adjusted between the
parties as appropriate.  At the end of each Adjustment Period, adjustments
<PAGE>
will continue to be made annually until all losses have been paid or
closed, at which time the ceding com- mission will become final.

            3.    Premium earned for the period shall mean all written
premium ceded to this Agreement during the period, less cancellations and
returns, plus the unearned premium reserve at the beginning of the period
and less the unearned premium reserve at the end of the period.

            4.    Losses incurred for the period shall mean the loss and
loss expense paid by the Reinsurer (less salvages and recoveries received)
on losses ascribed to the period, plus loss and loss expense reserves
outstanding on losses ascribed to the period and plus an amount for
incurred but not reported losses (IBNR) as provided by the Company.

      B.    1.    Should the ratio of losses incurred to premium earned be
70.0% or higher, then the adjusted ceding commission shall be 26.0%.

            2.    Should the ratio of losses incurred to premium earned be
less than 70.0%, then the adjusted commission shall be determined by adding
one percent (1.0%) to the ceding commission for each one percent reduction
of loss ratio subject to a ceding commission of 30.0% at a loss ratio of
66.0%.  Should the loss ratio be less than 66.0%, then the commission shall
be further adjusted by adding one percent (1.0%) to the ceding commission
for each one percent reduction in the loss ratio below 66% subject to a
ceding commission of 32.0% at a loss ratio of 64.0%.  Should the loss ratio
be less than 64.0%, then the commission shall be further adjusted by adding
seven-tenths of one percent (.70%) to the ceding commission for each one
percent reduction in the loss ratio below 64.0%, subject to a maximum
ceding commission of 35.5% at a loss ratio of 59.0% or less.

            3.    Should the ratio of losses incurred to premium earned be
greater than 70.0% or less than 59.0%, the difference between the actual
loss ratio and 70.0% or 59.0%, as the case may be, will be multiplied by
the earned premium for the Underwriting Year and carried forward as a debit
or credit to the ensuing Underwriting Year calculation.  Following
termination of this Agreement any debit or credit carryforward remaining
after the final adjustment of the concluding Underwriting Year will be null
and void.

      C.    1.    Upon termination, any period of less than 12 months from
inception shall be considered as an Underwriting Year for purposes of this
Article; any period of less than 12 months from anniversary will be
considered as part of the preceding Underwriting Year.

            2.    Should this Agreement be terminated on a runoff basis
wherein the Reinsurer is liable for losses occurring after the date of
termination, then such runoff period shall be considered as part of the
last Underwriting Year.

      D.    Should the Reinsurer's participation in this Agreement increase
or decrease within an Adjustment Period, the incremental participation
percentage increase or decrease shall be treated as a separate new or
terminated participation, respectively, for purposes of calculating amounts
due hereunder."

4.    ARTICLE 10 - DEFINITIONS (as amended by Endorsement No. 3) shall be
deleted and the following substituted therefor:
<PAGE>
                               "ARTICLE 10

      DEFINITIONS

      A.    The term 'Policy' as used in this Agreement shall mean any
binder, policy, or contract of insurance or reinsurance issued, accepted or
held covered provisionally or otherwise, by or through American Hallmark
General Agency, Inc., Dallas, Texas for and on behalf of the issuing
Carrier.

      B.    The term 'Underwriting Year' as used in this Agreement shall be
defined as follows:

            1.    The First Underwriting Year shall be the period from
January 1, 1997 through June 30, 1997 (which includes those Policies
attaching during the period July 1, 1996 to December 31, 1997 under this
Agreement's predecessor Agreement);

            2.    The Second Underwriting Year shall be the period from
July 1, 1997 through June 30, 1998;

            3.    The Third Underwriting Year shall be the period from July
1, 1998 through December 31, 1998;

            4.    The Fourth Underwriting Year shall be the period from
January 1, 1999 through June 30, 2000;

            5.    Each subsequent 12-month period commencing on July 1
shall be considered a separate Underwriting Year.

            Those Policies with an inception, renewal or anniversary date
during a given Underwriting Year shall be considered  attached  to that
Underwriting Year.  All premium attributable to, and all loss arising out
of such Policies until expiration, cancellation, or next anniversary,
whichever occurs first, will be ascribed to the Underwriting Year.

      C.    The term 'Adjustment Period' as used herein shall mean each
period comprised of three consecutive Underwriting Years (commencing with
the First Underwriting Year as defined above) or lesser should this
Agreement be terminated prior to the end of three consecutive Underwriting
Years."

IT IS FURTHER AGREED, effective March 1, 1999, that ARTICLE 24 -
INTERMEDIARY shall be deleted and the following substituted therefor:

                           "ARTICLE 24

INTERMEDIARY

John B. Collins Associates, Inc. is hereby recognized as the intermediary
negotiating this Agreement.  All communications (including but not limited
to notices, statements, premiums, return premiums, commissions, taxes,
losses, loss expenses, salvage and loss settlements) relating hereto shall
be transmitted to the Company and the Reinsurer through John B. Collins
Associates, Inc., 8300 Norman Center Drive, Minneapolis, Minnesota 55437.
<PAGE>
Payments by the Company to John B. Collins Associates, Inc. shall be deemed
to constitute payment to the Reinsurer.  Payments by the Reinsurer to John
B. Collins Associates, Inc. shall be deemed only to constitute payment to
the Company to the extent that such payments are actually received by the
Company."

The provisions of this Agreement shall remain otherwise unchanged.

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

Dallas, Texas, this ________ day of ______________________, 1999.

                  _____________________________________________
                  AMERICAN HALLMARK INSURANCE COMPANY OF TEXAS


Midland, Michigan, this _____ day of _____________________, 1999.


                        _____________________________________________
                        DORINCO REINSURANCE COMPANY