EXHIBIT 10(e)


                      QUOTA SHARE REINSURANCE AGREEMENT

      THIS QUOTA SHARE REINSURANCE AGREEMENT  (this "Agreement") is made  and
 entered into as of  April 1, 2003 by  and among AMERICAN HALLMARK  INSURANCE
 COMPANY OF TEXAS, an insurance company organized under the laws of the State
 of Texas ("Reinsurer"), STATE AND COUNTY  MUTUAL FIRE INSURANCE COMPANY,  an
 insurance  company  organized  under  the  laws   of  the  State  of   Texas
 ("Company"), and  AMERICAN  HALLMARK  GENERAL AGENCY,  INC.,  a  corporation
 organized under the laws of the State of Texas ("General Agent");

                             W I T N E S S E T H:

      THAT, in consideration  of the mutual  covenants hereinafter  contained
 and upon the terms and conditions herein below set forth, the parties hereto
 agree as follows:

                                   PREAMBLE
                                   --------

      It is understood that the Company, the Reinsurer and the General  Agent
 (hereinafter identified collectively as the "Parties") hereto wish to  enter
 into a  reinsurance arrangement  through which  the Company  is to  bear  no
 business, credit  or  insurance  risk  whatsoever  in  connection  with  the
 insurance policies issued through the General Agent (the "Subject Program").
 In this regard,  the Company has  reinsured certain risks  arising from  the
 Subject Program  through  that  certain Quota  Share  Reinsurance  Agreement
 between Company and Dorinco Reinsurance Company ("Corresponding  Reinsurer")
 dated effective  April  1,  2003  (the  "Corresponding  Agreement").   As  a
 condition precedent  to the  Company's agreement  to permit  policies to  be
 issued in  the name  of the  Company pursuant  to the  Subject Program,  the
 Reinsurer shall hold the Company harmless and indemnify it for these and all
 risks arising from  the Subject Program  other than those  reinsured by  the
 Corresponding Reinsurer.  The sole consideration provided by the Company, in
 exchange for the fees  set forth in  Article VIII herein,  is to permit  the
 Policies (as hereinafter defined) which  are reinsured under this  Agreement
 and under  the Corresponding  Agreement, to  be issued  in the  name of  the
 Company.  It being  understood that nothing  in the Corresponding  Agreement
 extinguishes or diminishes the Reinsurer's ultimate obligation to  indemnify
 and hold the Company harmless as specified in this Preamble. All  provisions
 of this Agreement  shall be  interpreted so  as to  be in  accord with  this
 Preamble.

                                  ARTICLE I
                              BUSINESS REINSURED
                              ------------------

 1.01 Effective as  of the  effective date  of  this Agreement,  the  Company
 obligates itself  to cede  to the  Reinsurer,  and the  Reinsurer  obligates
 itself to accept, 45% of the  Company's gross liability under all  policies,
 certificates, contracts, binders, agreements or other proposals or evidences
 of insurance, new and renewal policies, binders, and contracts of  insurance
 (hereinafter called "Policies") issued by and  on behalf of the Company,  in
 its sole discretion, as private passenger automobile in accordance with  the
 Texas Automobile  Manual,  including physical  damage,  liability,  personal
 injury  protection,  uninsured/underinsured   motorist,  and   miscellaneous
 coverages as endorsed in Texas during  the term of this Agreement,  produced
 by or through the General Agent appointed  by the Company at the request  of
 the Reinsurer as provided in Section 18.02 of this Agreement as well as  all
 risks arising from  the Subject Program  other than those  reinsured by  the
 Corresponding Reinsurer.

 1.02 This Agreement shall also apply to,  and the Reinsurer shall  reinsure,
 45% coverage for personal injury protection as required under Tex. Ins. Code
 Ch. 5, Art.  5.06-3 or  any successor statute  thereto, for  the classes  of
 business specified under Section 1.01 above.
 1.03 Subject to Section 15.05 hereof, the maximum policy limits for Policies
 are as follows:

      Bodily Injury per person:          $  25,020
      Bodily Injury per accident:        $  50,020
      Property Damage per Accident:      $  25,020
      Physical Damage:                   Actual Cash Value (ACV),
                                         not to exceed $50,020 per vehicle
      Personal Injury Protection:        $   2,520 per person, per accident
      Uninsured/Underinsured/B.I.:       $  25,020 per person
                                         $  50,020 per accident
      Uninsured/Underinsured/P.D.:       $  25,020 per accident

 In the event of  a statutory increase in  limits by the  State of Texas,  or
 travel by an  insured to a  state with greater  statutory requirements,  the
 maximum policy limits shall be increased to statutory limits in effect  plus
 $20.

 It is  understood that  the General  Agent  shall not  bind the  Company  to
 amounts in excess of those stated above.

                                  ARTICLE II
                             ORIGINAL CONDITIONS
                             -------------------

 2.01 Effective as  of the  effective date  of  this Agreement,  the  Company
 obligates itself  to cede  to the  Reinsurer,  and the  Reinsurer  obligates
 itself to accept, 45%  of the Company's gross  liability under all  Policies
 issued by and on behalf of the Company by  the General Agent as well as  all
 risks arising from  the Subject Program  other than those  reinsured by  the
 Corresponding Reinsurer.

 2.02 Business ceded hereunder shall include every original policy,  rewrite,
 renewal or  extension  (whether before  or  after the  termination  of  this
 Agreement) required by applicable statute, or  by rule or regulation of  any
 policy of insurance ceded hereunder by the Company to the Reinsurer.

 2.03 The  liability  of  the  Reinsurer  shall  commence  obligatorily   and
 simultaneously with  that of  the Company  as soon  as the  Company  becomes
 liable, and the premium  on account of such  liability shall be credited  to
 the Reinsurer from the original date of the Company's liability.

 2.04 All reinsurance for which the Reinsurer  shall be liable, by virtue  of
 this Agreement, shall be subject, in all respects, to the same rates, terms,
 conditions, interpretations, waivers, the exact proportion of premiums  paid
 to the  Company  without  any  deduction for  brokerage,  and  to  the  same
 modifications, alterations and cancellations, as the respective insurance of
 the Company  to which  such reinsurance  relates, the  true intent  of  this
 Agreement being  that the  Reinsurer  shall, in  every  case to  which  this
 Agreement applies  and  in  the  proportion  specified  herein,  follow  the
 fortunes of the Company.

 2.05 Nothing herein shall  in any manner  create any obligations,  establish
 any rights or  create any direct  right of action  against the Reinsurer  in
 favor of any third party,  or other person not  party to this Agreement;  or
 create any privity of contract between the policyholders and the Reinsurer.

                                 ARTICLE III
                                  EXCLUSIONS
                                  ----------

      With respect to the classes of business which the General Agent may  be
 authorized to  produce under  this Agreement,  the  General Agent  will  not
 solicit or accept proposals  or bind the Company  for insurance coverage  on
 the following risks:

      (a)  Any automobile not classified as private passenger automobile.

      (b)  Garagekeepers legal liability.

      (c)  Vendors single interest.

      (d)  Nuclear risks as defined in the "Nuclear Incident Exclusion Clause
           -  Physical  Damage  -  Reinsurance"  and  the  "Nuclear  Incident
           Exclusion Clause  -  Liability  -  Reinsurance"  attached  to  and
           forming part of this Agreement.

      (e)  Liability as  a  member,  subscriber or  reinsurer  of  any  Pool,
           Syndicate  or Association, but this  exclusion shall not apply  to
           Assigned Risk Plans or similar plans.

      (f)  Mobile homes.

      (g)  Automobile dealers.

      (h)  Automobile Liability with respect to any vehicle used  principally
           as:

           1) A Taxicab, public or livery conveyance or bus, it being
              understood that this exclusion does not apply to school or
              church buses;
           2) An ambulance, fire department or law enforcement vehicle;
           3) A racing or exhibition vehicle.

      (i)  Loss  or  damage  caused  by  or  resulting  from  war,  invasion,
           hostilities, acts  of foreign  enemies, civil  war,  insurrection,
           military or usurped power, martial law or confiscation by order of
           any government  of public  authority, but  not excluding  loss  or
           damage which  would be  covered under  a policy  or standard  form
           containing a standard war exclusion clause.

      (j)  Loss or damage  or cost or  expenses arising  from seepage  and/or
           pollution and/or  contamination,  other  than  contamination  from
           smoke damage.  Nevertheless, this exclusion does not preclude  any
           payments of the cost of the  removal of debris of property  damage
           by a loss  otherwise covered hereunder,  but subject  always to  a
           limit of 25%  of the Company's  Property Business  loss under  the
           original policy.

 If any business falling within the scope of one or more of the exclusions is
 assigned to the Company under an Assigned Risk Plan, such exclusion(s) shall
 not apply,  it being  understood and  agreed that  the limits  of  liability
 extended by  the Company  as respects  such policies  shall not  exceed  the
 minimum statutory limits of liability prescribed in such Assigned Risk Plan.

 If the  Company is  bound, without  the  knowledge of  and contrary  to  the
 instructions of  the Company's  supervisory underwriting  personnel, on  any
 business falling within the scope of one or more of the exclusions set forth
 in this Article, these  exclusions shall be suspended  with respect to  such
 business until  30 days  after an  underwriting  supervisor of  the  Company
 acquires knowledge of such business.


                                  ARTICLE IV
               COMMENCEMENT, TERMINATION, TERMS AND CONDITIONS
               -----------------------------------------------

 4.01 The effective date of this Agreement is at 12:01 a.m. Central  Standard
 Time, on April 1, 2003.   This Agreement shall remain continuously in  force
 until terminated according to the provisions set forth herein.
 4.02 This Agreement may be terminated as follows:

      (a)  By any Party  hereto the  first day  of any  calendar quarter,  by
      providing at  least  ninety  (90) days  written  notice  to  the  other
      Parties, such  notice to  be sent  by  certified mail,  return  receipt
      requested, postage prepaid;

      (b)  Immediately by mutual consent of the Company and Reinsurer;

      (c)  Immediately upon written notice by the Reinsurer or the Company in
      the event of  the cancellation or  non-renewal of  the General  Agent's
      license by the Texas Department of Insurance;

      (d)  By the  Reinsurer after  thirty (30)  days written  notice to  the
      General Agent and Company of the General Agent's failure to pay to  the
      Reinsurer all payments  of premiums due  hereunder, provided,  however,
      that in the event  such payment is received  by the Reinsurer prior  to
      the date of cancellation stated in the Reinsurer's written notice  this
      Agreement shall not be so terminated  and said written notice shall  be
      of no further  force or effect.   If the  Reinsurer receives such  late
      premium within a ten (10) day period following receipt of such  notice,
      the Reinsurer shall inform  the Company and the  General Agent of  such
      receipt as soon as the premium  is received and the termination of  the
      Agreement for reason of default shall be rescinded;

      (e)  Immediately, upon written notice by the Company, if the  Reinsurer
      or General  Agent  is  found  to be  insolvent  by  a  State  Insurance
      Department  or  court  of  competent  jurisdiction,  or  is  placed  in
      supervision, conservation,  rehabilitation, or  liquidation, or  has  a
      receiver or supervisor appointed.  By  the Reinsurer, upon thirty  (30)
      days written notice,  if the Company  or General Agent  is found to  be
      insolvent by  a  State  Insurance  Department  or  court  of  competent
      jurisdiction, or is placed in supervision, conservation, rehabilitation
      or liquidation, or has a receiver or supervisor appointed;

      (f)  By the Company immediately and automatically without prior written
      notice should the Texas Department of Insurance require cancellation or
      disallow credit for this reinsurance;

      (g)  After thirty (30) days  written notice by any  party in the  event
      that the Company, the Reinsurer or  the General Agent amalgamates  with
      or passes under  the control  of any  other company  or corporation  or
      changes a majority  of its officers  or board of  directors during  the
      term of this Agreement; or

      (h)  As provided in Section 23.02 of this Agreement.

 4.03 When this Agreement  terminates for any  reason, reinsurance  hereunder
 shall continue to apply  to the business in  force at the  time and date  of
 termination until  expiration  or cancellation  of  such business.    It  is
 understood that any Policies with effective  dates prior to the  termination
 date but issued after the termination date are covered under this Agreement.
 Additionally, the  reinsurance  hereunder  shall continue  to  apply  as  to
 Policies which  must be  issued or  renewed, as  a matter  of state  law  or
 regulation or because a producing agent has not been timely canceled,  until
 the expiration  dates on  said Policies.   The  General Agent  agrees  that,
 notwithstanding anything to the contrary, its appointment by the Company  to
 produce business  terminates  when  this  Agreement  terminates  unless  the
 General Agent's  authority has  been terminated  earlier;   except that  the
 Company shall provide the  General Agent with  the limited agency  authority
 needed to service the  run-off of the business,  e.g., issue, cancel,  offer
 renewal where required by law.

 4.04  Upon termination  of this Agreement, the  Reinsurer and General  Agent
 shall not be relieved of or released from any obligation created by or under
 this Agreement  in relation  to payment,  expenses, reports,  accounting  or
 handling, which relate to insurance business reinsured under this Agreement.
 The Parties hereto  expressly covenant and  agree that  they will  cooperate
 with each other in the handling of all such run-off insurance business until
 all Policies  have  expired either  by  cancellation  or by  terms  of  such
 Policies and all outstanding losses and  loss adjustment expenses have  been
 settled.  While by  law and regulation, the  Company recognizes its  primary
 obligations to its policyholders, the Reinsurer and General Agent  recognize
 that to the extent possible there shall be no cost to or involvement by  the
 Company in servicing this run-off.  Upon termination of this Agreement,  the
 General Agent shall service the run-off of the business, and its duties  for
 such run-off shall include, but not be limited to, handling all claims,  and
 handling and  servicing  all  policies  through  their  natural  expiration,
 together with any  policy renewals,  required to  be made  by provisions  of
 applicable law,  whether  or not  the  effective  date of  such  renewal  is
 subsequent to the  effective date of  cancellation of this  Agreement.   All
 costs and expenses  associated with the  handling of  such run-off  business
 following the cancellation or termination of  this Agreement shall be  borne
 solely by  the General  Agent; however,  the Reinsurer  shall be  ultimately
 responsible for the run-off and shall pay any such costs and/or expenses  if
 the General Agent does not for any reason pay or cause to be paid such costs
 and expenses.  If  for any reason the  General Agent fails  or is unable  to
 service any such run-off  business (or any business  while the Agreement  is
 still in effect), including the payment of claims, then consistent with this
 Agreement, the Reinsurer's obligation with respect to such run-off  business
 shall continue and the  Reinsurer shall appoint a  successor to the  General
 Agent, subject to the approval of  the Company, to administer and  otherwise
 handle the run-off as provided herein.  However, such approval shall not  be
 unreasonably withheld.  Such successor shall  perform all of the duties  and
 obligations of  the General  Agent with  respect to  servicing such  run-off
 business, including the payment of claims.  In addition, the Company in  its
 sole discretion, subject to commercially reasonable standards, may terminate
 the authority of  the General Agent  or a successor  thereto to handle  such
 run-off business and the Reinsurer shall then appoint a successor to  handle
 the run-off, subject to the Company's approval, at no cost to the Company.

 4.05 In the event this Agreement is  terminated, the Reinsurer shall  remain
 liable to and shall, immediately upon request, reimburse the Company for any
 assessment made upon  the Company by  the Commissioner of  Insurance of  the
 State of Texas under Article 21.28-C (Texas Property and Casualty  Insurance
 Guaranty Act)  of the  Texas  Insurance Code,  which  applies to  the  risks
 reinsured hereunder to the effective date of termination.  The Company shall
 likewise remain liable for, and account to the Reinsurer for any recovery of
 such assessment under Section 20 of  said Article, or any credit allowed  to
 it against its premium tax pursuant to Section 21 thereof, applicable to the
 risks reinsured hereunder.

 4.06 The title and ownership of all undelivered Policies, books, supplies or
 other property related to the reinsured business is in the Company, and upon
 termination these shall  be delivered  immediately by  the Reinsurer  and/or
 General Agent to the  Company, without compelling the  Company to resort  to
 any legal  proceedings to  secure the  aforesaid described  property of  the
 Company.

 4.07 This Agreement  provides  for termination  on  a run-off  basis.    The
 relevant provisions of the Agreement shall apply to the business being  run-
 off and shall survive the termination of this Agreement.

 4.08 At the option  of the Company,  this Agreement may  be terminated on  a
 cut-off basis.  If the Company so elects, (i) the Reinsurer shall pay to the
 Company (or  its  designee)  an  amount  equal  to  the  sum  of  the  ceded
 outstanding unearned premium  as of the  date of termination,  and (ii)  the
 Reinsurer shall incur no  liability for losses  occurring subsequent to  the
 date of termination.

 4.09 Upon termination  of this  Agreement, the  Reinsurer shall  ensure  the
 General Agent takes those actions necessary, including, but not limited  to,
 sending statutorily prescribed non-renewal notices  to insureds in a  timely
 manner to effectuate the  intent that there be  no renewals or new  policies
 (but  for  those  required  by  applicable  law  or  regulation)  after  the
 termination of this Agreement.

                                  ARTICLE V
                       LOSS AND LOSS ADJUSTMENT EXPENSE
                       --------------------------------

 5.1  All loss settlements made by the Company or the General Agent under the
 terms of this Agreement, whether under strict policy conditions or by way of
 compromise, shall be  unconditionally binding  upon the  Reinsurer, and  the
 Reinsurer shall benefit in all salvage and recoveries.  The Reinsurer  shall
 assume and be liable for and pay on behalf of the Company, 45% of all losses
 incurred in connection with the risks covered by this Agreement,  including,
 but not limited to, judgments  (including interest thereon) and  settlements
 in connection  therewith as  well  as all  risks  arising from  the  Subject
 Program other  than those  reinsured by  the Corresponding  Reinsurer.   The
 Reinsurer shall also be liable for 45% of  and pay on behalf of the  Company
 all costs, expenses,  and fees (including,  but not  limited to,  attorney's
 fees) incurred  by  the Company  in  connection with  the  investigation  or
 settlement or contesting the validity of claims or losses covered under this
 Agreement (this shall  include but,  of course,  is not  limited to,  costs,
 expenses and fees resulting from a declaratory judgment or injunctive action
 brought by an insured or other person) as well as all risks arising from the
 Subject Program other than those reinsured by the Corresponding Reinsurer.

 5.2  The Reinsurer's 45% share of losses, expense and loss recovery as  well
 as all risks arising from the Subject Program other than those reinsured  by
 the Corresponding Reinsurer,  shall be carried  into the monthly  accounting
 for which provision is hereinafter made.  It is agreed, however, that if the
 Reinsurer's share of any  loss is equal to  or greater than $100,000  (being
 45% of 100,000 = 45,000), the Reinsurer will  pay its share of said loss  as
 promptly as possible after receipt of reasonable evidence of the amount paid
 by the General Agent.

 5.3  The Company hereby empowers  the Reinsurer, and  the Reinsurer may,  in
 its discretion,  and under  its supervision  appoint the  General Agent,  to
 accept notice  of  and  investigate  any claim  arising  under  any  of  the
 Policies, to  pay, adjust,  settle, resist  or  compromise any  such  claim,
 unless the Company specifically directs to the contrary with respect to  any
 individual claim.  In the latter  event, the Reinsurer and/or General  Agent
 shall follow the instructions  of the Company as  respects such claim.   All
 such loss settlements, whether under strict policy conditions or by the  way
 of  compromise,  shall  be  unconditionally  binding  upon  the   Reinsurer.
 However, should the Company be ordered or instructed by the Texas Department
 of Insurance or  any other regulatory  agency of  competent jurisdiction  to
 take any action or refrain from taking any action with regard to any  claim,
 the Reinsurer shall be bound by  and shall follow the order or  instructions
 of such regulatory agency as though Reinsurer were the object of such  order
 or instruction.  The Reinsurer will exercise the authority granted hereunder
 in good faith and toward the end of paying any and all valid claims.

 5.4  All records  pertaining  to  claims arising  under  insurance  policies
 issued on behalf of the Company through  or by the General Agent subject  to
 this Agreement shall be  deemed to be jointly  owned records of the  Company
 and the  Reinsurer,  and shall  be  made available  to  the Company  or  the
 Reinsurer or their respective representatives or any duly appointed examiner
 for any state within the United States;  and these records shall be kept  in
 the State  of  Texas  or such  other  jurisdiction  as may  be  required  by
 applicable state  law or  regulation.   Notwithstanding the  foregoing,  the
 Reinsurer is  authorized to  maintain duplicate  working files  of all  such
 records outside  the State  of Texas.  The Company,  the Reinsurer  and  the
 General Agent each agree that  it will not destroy  any such records in  its
 possession without the prior  written approval of  the other parties  except
 that the Company shall not be required to retain files longer than  required
 by the guidelines set forth by any applicable state department of insurance.

 5.5  The Reinsurer shall, or shall cause  the General Agent to, establish  a
 separate claim  register or  method of  recording claims  arising under  the
 Policies covered by this Agreement so that all claims may be segregated  and
 identified separate and apart from other records of the Reinsurer or General
 Agent, with such  claims register to  identify each claim  on an  individual
 case basis both as to identify the insured(s) and the claimant, the  reserve
 for loss and  adjusting expense.   Such claim register  shall be  kept in  a
 manner whereby the  Company can, at  any time, determine  the status of  any
 claim arising under Policies covered by this Agreement.  Such records  shall
 reflect the amount of reserves established for the individual claim and  the
 date when such reserve  was established, and if  closed, whether such  claim
 was closed with  or without payment,  and if with  payment, the amount  paid
 thereon.

                                  ARTICLE VI
                           REPORTS AND REMITTANCES
                           -----------------------

 6.01 In lieu of the Company furnishing the Reinsurer with bordereaux showing
 the particulars of  all reinsurances  ceded hereunder,  the Reinsurer  shall
 furnish or cause to be furnished to the Company, within forty-five (45) days
 after the close of each of the respective periods indicated below (on  forms
 agreeable to  the  Parties),  with monthly,  quarterly  and  annual  reports
 showing the following statistical data in respect to the business  reinsured
 hereunder:

      (a)  Monthly, with the data segregated by major classes.

           (i)    Ceded gross written premium for the month, as respects
                  premium finance business;
           (ii)   Ceded gross written premium for the month, as respects
                  direct bill business;
           (iii)  Ceded premiums earned for the month, as respects (i) and
                  (ii) above;
           (iv)   Provisional ceding commission on (iii) above;
           (v)    Ceded losses paid during the month (net of any recoveries
                  during the month for cash calls);
           (vi)   Ceded paid loss adjustment expense;
           (vii)  Salvage, subrogation or other recoveries on losses;
           (viii) Ceded unearned premium as of the end of the month;
           (ix)   Ceded outstanding loss reserves as of the end of the month.

      (b)  Annually, with the data segregated by major classes.

           (i)  Annual summaries of  net premiums written,  net losses  paid,
                net adjusting expenses paid during the  year in such form  so
                as to enable the  Company to record such  data in its  annual
                convention statement.   Such information is  to be  furnished
                not later than February 15th of the following year.  In force
                and unearned  premium  segregated  as  to  advance  premiums,
                premiums running twelve  (12) months or  less from  inception
                date of policy,  and premiums running  more than twelve  (12)
                months from  inception date  of policy  in  such form  as  to
                enable the  Company to  record such  data in  its  convention
                annual statement.
           (ii) Annual summaries  of  net premiums  written  by  geographical
                location within Texas in such form  as to enable the  Company
                to record such  premiums in its  annual report  to the  Texas
                Catastrophe Property Insurance Association.

      (c)  Periodic, with data segregated by major lines.

           (i)  Statistical or other data  as may be  requested from time  to
                time by regulatory authorities.

 6.02 In order to  facilitate the handling  of the  business reinsured  under
 this Agreement,  the  Reinsurer  agrees to  furnish  the  Company  with  any
 additional reports  necessary  to  provide the  information  needed  by  the
 Company  to  prepare  its  monthly,  quarterly  and  annual  statements   to
 regulatory authorities.

 6.03 Within 60 days  after the end  of each month,  the General Agent  shall
 remit to the Reinsurer the following:

      (a)  Ceded gross written premium for the month, as respects premium
           finance business;
      (b)  Ceded gross written premium for the month, as respects direct bill
           business;
      (c)  Ceded premiums earned for the month, as respects (a) and
           (b) above;
      (d)  Provisional ceding commission on (c) above;
      (e)  Ceded losses paid during the month (net of any recoveries during
           the month for cash calls);
      (f)  Ceded paid loss adjustment expense;
      (g)  Salvage, subrogation or other recoveries on losses;
      (h)  Ceded unearned premium as of the end of the month;
      (i)  Ceded outstanding loss reserves as of the end of the month.

            Balances due under  this Contract will be  equal to (c) less  (d)
 less (e)  less (f)  plus (g).   Any positive  balance shown  to be  due  the
 Reinsurer shall  be remitted  by  the General  Agent  within 60  days.   Any
 negative balance shown to be due the General Agent shall be remitted by  the
 Reinsurer as  promptly as  possible after  receipt and  verification of  the
 General Agent's report,  not to exceed  60 days.  The Reinsurer's  liability
 for its  proportionate share  of all  losses, costs  and expenses  hereunder
 shall not be affected  by the General Agent's  failure to remit amounts  due
 under the Agency Agreement or this Contract.

 Notwithstanding the foregoing,  in the event  the reinsurer terminates  this
 Agreement, reports shall be due within 15  days after the end of the  month,
 and remittance shall be due within 30 days after the end of the month.

                                 ARTICLE VII
                             ERRORS AND OMISSIONS
                             --------------------

 7.01 The Company shall not be prejudiced in any way by any omission  through
 clerical  error,  accident  or  oversight  to  cede  to  the  Reinsurer  any
 reinsurance rightly  falling  under  the terms  of  this  Agreement,  or  by
 erroneous cancellation,  either partial  or total,  or  any cession,  or  by
 omission to report, or by erroneously reporting any losses, or by any  other
 error or  omission,  but any  such  error  or omission  shall  be  corrected
 immediately upon discovery.

 7.02 Should the Company suffer any loss whatsoever, the Reinsurer shall
 assume loss for its own account and save and hold the Company harmless
 therefore.

                                 ARTICLE VIII
                            PREMIUM AND COMMISSION
                            ----------------------

 8.01 In consideration  of  the acceptance  by  the Reinsurer  of  forty-five
 percent (45%) of  the Company's  liability on  insurance business  reinsured
 hereunder as well as all risks  arising from the Subject Program other  than
 those reinsured by the Corresponding Reinsurer, the Reinsurer is entitled to
 forty-five percent  (45%)  of  the Net  Premiums  (as  hereinafter  defined)
 received by the General  Agent or the Reinsurer  on Policies reinsured  less
 (i) the ceding fee allowed the Company pursuant to Section 8.02 hereof, (ii)
 the commission paid to the General Agent and (iii) premium taxes on Policies
 subject to reinsurance hereunder.   It is expressly  agreed that the  ceding
 commission includes the above  items.  "Net Premiums"  shall mean the  gross
 premiums (including  policy  fees)  charged  on  all  original  and  renewal
 Policies  written  on behalf  of the  Company, less  return  premiums.  Such
 amounts as provided  in Section  5.09 of  the General  Agency Agreement  (as
 hereinafter defined) shall  be paid to  the Reinsurer or  received from  the
 Reinsurer by the General Agent on behalf of the Company.

 8.02 It is understood that  the General Agent shall  pay, and the  Reinsurer
 shall guarantee, the Company directly a fee within sixty (60) days following
 the end of each month (to the  Company's designated agent, TBA, as a  ceding
 fee), 2% of Net Premiums, plus  the amount of assessments and state  premium
 taxes as provided  in this Article  VIII.  The  ceding fee  amount shall  be
 computed on a calendar  year basis based on  premium written in each  annual
 period ended December 31st.

 8.03 The General Agent shall pay within sixty  (60) days of the end of  each
 month to the Company  an amount equal to  the state premium  tax on the  net
 written  premiums  reinsured  hereunder  for  the  past  month.  Should  any
 additional premium tax be assessed at any time on written premium  reinsured
 hereunder, the Reinsurer shall pay the  Company such additional premium  tax
 within (fifteen) 15 days of being informed by the Company of such additional
 premium tax.

 8.04 The Reinsurer  hereby  guarantees that  the  Company will  receive  the
 ceding  fee  provided  hereunder  irrespective  of  any  events,  losses  or
 developments for the term of this Agreement.  Such payment is not  dependent
 upon the performance  of the  General Agent,  underwriting experience,  loss
 experience, whether premium is collected or not, or any other event foreseen
 or  unforeseen  by the  parties at  the  inception of  this  Agreement.  The
 Reinsurer shall guarantee payment  to the Company of  its ceding fee on  all
 premiums reinsured hereunder (prior to deduction of premiums, if any,  ceded
 by the Company for  inuring reinsurance), and  in addition guarantees  those
 amounts described  in  Section  8.07  of  this  Agreement  and  is  directly
 responsible for payment of the amount described in Article XI.  The  Company
 shall allow return ceding fees on return premiums at the same rates.

 8.05 The Reinsurer shall allow the General Agent a provisional commission of
 31.0% on all premiums ceded to  the Reinsurer hereunder.  The General  Agent
 shall allow the Reinsurer return commission  on return premiums at the  same
 rate.   This is  an obligation  owing  directly from  the Reinsurer  to  the
 General  Agent.  The  General  Agent  shall not  seek  to recover  from  the
 Company, any commissions  due and the  Reinsurer shall not  seek to  recover
 from the Company, any return commissions due.  No funds are due the  General
 Agent from the Company.

 8.06 The provisional commission allowed the General Agent shall be  adjusted
 for each agreement year in accordance with the provisions set forth below:

      (a)  The adjusted commission rate shall be calculated as follows, based
      on cessions  under this  Agreement and  be  applied to  ceded  premiums
      earned for the agreement year under consideration:

           (i)  If the ratio of losses incurred to premiums earned is  65.50%
                or greater, the adjusted commission rate for the period under
                consideration shall be 28.0%.

           (ii) If the ratio of  losses incurred to  premiums earned is  less
                than 65.5%, but not less than 62.50%, the adjusted commission
                rate for the period under consideration shall be 28.0%,  plus
                100% of the  difference in percentage  points between  65.50%
                and the actual ratio of losses incurred to premiums earned.

           (iii) If  the  ratio  of  losses incurred  to  premiums earned  is
                less than  62.50%, but  not less  than 53.50%,  the  adjusted
                commission rate for  the agreement  year under  consideration
                shall be 31.00%,  plus 100% of  the difference in  percentage
                points between 62.50% and the actual ratio of losses incurred
                to premiums earned;

           (iv) If the ratio of losses incurred to premiums earned is  53.50%
                or less, the adjusted  commission  rate  for the period under
                consideration shall be 40%.

      (b)  If the ratio of losses incurred to premiums earned for any  period
      is greater than 65.50%, the difference in percentage points between the
      actual ratio of losses incurred to premiums earned and 65.50% shall  be
      multiplied by premiums earned for the  period and the product shall  be
      carried forward to the next adjustment  period as a debit  (additional)
      to losses incurred. If the ratio of losses incurred to premiums  earned
      for any period is less than 53.50%, the difference in percentage points
      between 53.50%  and the  actual ratio  of losses  incurred to  premiums
      earned shall be multiplied  by premiums earned for  the period and  the
      product shall be  carried forward to  the next adjustment  period as  a
      credit to losses incurred.

      Should the  Reinsurer  have  been a  participant  in  this  Agreement's
      predecessor Agreement  effective  October 1,  2002,  there shall  be  a
      deficit or credit carryforward into this Agreement based on 100% of the
      Reinsurer's participation in the predecessor Agreement.

      (c)  The  General  Agent  shall  calculate  and  report  the   adjusted
      commission on ceded premiums earned after 18 months from the  inception
      of each  agreement year,  and after  the end  of each  12-month  period
      thereafter until all losses subject hereto have been fully settled.  If
      the adjusted commission on ceded premiums earned less than  commissions
      previously allowed by the  Reinsurer on ceded  premiums earned for  the
      agreement year, the  General Agent shall  remit the  difference to  the
      Reinsurer with  its  report.   If  the  adjusted  commission  on  ceded
      premiums earned is greater than  commissions previously allowed by  the
      Reinsurer  on  ceded  premiums  earned  for  the  agreement  year,  the
      Reinsurer shall remit the difference to  the General Agent as  promptly
      as possible  after  receipt and  verification  of the  General  Agent's
      report.

      (d)  As respects the final adjustment  period, the General Agent  shall
      calculate and report the adjusted commission on premiums earned  within
      ninety (90) days after the date of termination, and within ninety  (90)
      days after the end  of each twelve (12)  month period thereafter  until
      all  losses  subject  hereto  have  been  finally  settled.  Each  such
      calculation shall be  based on cumulative  transactions hereunder  from
      the beginning  of  the final  adjustment  period through  the  date  of
      adjustment, including, as respects losses incurred, any debit or credit
      from the preceding  adjustment period.  If the  adjusted commission  on
      premiums earned  for the  final adjustment  period as  of the  date  of
      adjustment is less than commissions previously allowed by the Reinsurer
      on premiums earned for the same  period, the General Agent shall  remit
      the difference  to  the Reinsurer  with  its report.  If  the  adjusted
      commission on premiums earned for the final adjustment period as of the
      date of adjustment  is greater than  commissions previously allowed  by
      the Reinsurer on  premiums earned for  the same  period, the  Reinsurer
      shall remit the difference to the General Agent as promptly as possible
      after receipt and verification of the General Agent's report.

      (e)  "Losses incurred" as  used herein shall  mean the  balance of  the
      following, all as  respects losses and  loss adjustment expenses  ceded
      under this Agreement:

           (i)  Ceded losses  and loss  adjustment expenses  paid as  of  the
           effective date of calculation; plus

           (ii) The ceded reserves  for losses and  loss adjustment  expenses
           outstanding as of the effective date of calculation; plus

           (iii) As  respects  second  and  each  subsequent  agreement  year
           hereunder, plus  (minus) the  debit  (credit) from  the  preceding
           agreement year as set forth in paragraph (b) above; plus

           (iv) Any assignments and/or  assessments as set  forth in  Article
           XI.

      (f)  "Ceded premiums earned" or "premiums earned" as used herein  shall
      mean ceded net written premiums allocated to the agreement year  (i.e.,
      net of cancellations  and return premiums),  less the unearned  portion
      thereof as  of  the effective  date  of calculation,  all  as  respects
      premiums ceded under this Agreement.

      (g)  "Agreement year" as used herein shall  mean the period from  April
      1, 2003 to  April 1,  2004, both  days inclusive,  and each  subsequent
      twelve-month period thereafter that this Agreement continues in force.

 8.07 It is expressly agreed  that the commission  allowed the General  Agent
 includes provision for premium taxes and  ceding fees.  General Agent  shall
 pay to  the  Company all  premium  taxes  payable for  policies  subject  to
 reinsurance hereunder.  In the event  that the ceding fee and premium  taxes
 are not so paid by the General Agent within 60 days following the end of the
 month, the  unpaid balance  shall be  paid directly  to the  Company by  the
 Reinsurer.

                                  ARTICLE IX
                              ACCESS TO RECORDS
                              -----------------

      The Reinsurer or  its duly  appointed representatives  shall have  free
 access at any  and all reasonable  times to such  books and  records of  the
 Company or  General Agent,  its departmental  or  branch offices,  as  shall
 reflect premium and  loss transactions of  the Company  and/or the  business
 produced hereunder, for  the purpose of  obtaining any  and all  information
 concerning this  Agreement or  the subject  matter thereof.   Likewise,  the
 Company or its duly appointed representatives shall have free access at  any
 and all reasonable times to such  books and records of the Reinsurer  and/or
 General Agent, its departmental or branch  offices as shall reflect  premium
 and loss transactions of the Company and/or the business produced hereunder,
 for the  purpose  of  obtaining any  and  all  information  concerning  this
 Agreement or the subject matter hereof.

                                  ARTICLE X
                                 ARBITRATION
                                 -----------

 10.01     As a condition precedent to any right of action hereunder, in  the
 event of any dispute or difference of opinion hereafter arising between  the
 Company and the Reinsurer with respect to this Agreement, or with respect to
 these Parties' obligations hereunder, it is hereby mutually agreed that such
 dispute or difference of opinion shall be submitted to arbitration.

 10.02     One arbiter (an "Arbiter") shall be chosen by the Company and  one
 Arbiter shall be chosen by the  Reinsurer and an umpire (an "Umpire")  shall
 be chosen  by  the  Arbiters,  all  of  whom  shall  be  active  or  retired
 disinterested executive  officers  of  property and  casualty  insurance  or
 reinsurance companies.

 10.03     In the event that a party fails to choose an Arbiter within thirty
 (30) days following a written request by  either party to the other to  name
 an Arbiter, the  party who has  chosen its Arbiter  may choose the  unchosen
 Arbiter.  Thereafter, the  Arbiters shall choose  an Umpire before  entering
 upon arbitration.  If the Arbiters fail to agree upon the selection for  the
 Umpire within thirty  (30) days  following their  appointment, each  Arbiter
 shall name three  nominees, of  whom the other  shall decline  two, and  the
 decision shall be made by drawing lots.

 10.04     Each party  shall present  its case  to  the Arbiters  and  Umpire
 within a reasonable amount of time after selection of the Umpire, unless the
 period is extended by  the Arbiters and  the Umpire in  writing and/or at  a
 hearing in  Dallas, Texas.   The  Arbiters and  Umpire shall  consider  this
 Agreement as an  honorable engagement, as  well as a  legal obligation,  and
 they are relieved of all judicial formalities and may abstain from following
 the strict rules  of law regarding  entering of evidence.   The decision  in
 writing by a majority of the Arbiters and Umpire when filed with the Parties
 shall be final and binding on the parties. Judgment upon the final  decision
 of the  Arbiters  and  Umpire may  be  entered  in any  court  of  competent
 jurisdiction.

 10.05     In the event of  a dispute between the  Company and the  Reinsurer
 concerning this Agreement  and the General  Agency Agreement (regardless  of
 whether either  party has  claims against  the  General Agent),  the  entire
 dispute  between  the  Company  and  the  Reinsurer  shall  be  subject   to
 arbitration as provided in this Article X.

 10.06     The  costs  of  the  arbitration,   including  the  fees  of   the
 arbitrators and the umpire, shall be  borne equally unless the Arbiters  and
 Umpire shall decide otherwise.

 10.07     This Agreement shall be  interpreted under the  laws of Texas  and
 the arbitration  shall be  governed and  conducted  according to  the  Texas
 General Arbitration Act.

                                  ARTICLE XI
                ASSESSMENTS, ASSIGNMENTS, FINES AND PENALTIES
                ---------------------------------------------

 11.01     The Reinsurer hereby assumes liability for any and all assessments
 and assignments imposed as a result of Policies reinsured hereunder (whether
 before or  after  the  termination  of  this  Agreement)  less  those  risks
 reinsured by the Corresponding Reinsurer.   The Reinsurer shall  immediately
 reimburse the Company for any assessments made against the Company  pursuant
 to those laws and regulations creating obligatory funds (including, but  not
 limited  to,  insurance  guaranty   and  insolvency  funds),  pools,   joint
 underwriting associations, FAIR plans  and similar plans.   Amounts owed  by
 the Reinsurer under this Section shall be payable directly by the  Reinsurer
 to the Company.  The Reinsurer shall be entitled to receive from the Company
 on or prior to the 31st day of March  of each year thereafter (or such  date
 on which such premium taxes are paid) a sum equal to the premium tax  credit
 that  is  allowed  to  the Company  with  respect to  such assessments.  The
 premium tax credit allowed  the Reinsurer hereunder is  to be on a  pro-rata
 and first-in, first-out  basis.  The  Company shall promptly  return to  the
 Reinsurer any amount of assessment refunded to or credited to the Company.

 11.02     This Agreement shall apply to risks assigned to the Company  under
 any assigned risk plan if, in  the reasonable judgment of the Company,  such
 risks were  assigned to  the Company  because of  the business  written  and
 reinsured hereunder.

 11.03     The Reinsurer shall also pay promptly and directly to the  Company
 100% any fines, penalties and/or any other charge incurred by the Company as
 respects the  business reinsured  hereunder arising  out of  the actions  or
 inactions of the General Agent unless such fines, penalties and/or any other
 charge was a  direct result of  any willful misconduct  on the  part of  the
 Company,  which  has  been  finally  determined  by  a  court  of  competent
 jurisdiction after  the exhaustion  of all  appeals.   The Reinsurer  hereby
 acknowledges and agrees  that the Corresponding  Reinsurer is not  accepting
 any liability for fines, penalties and/or  any other charge incurred by  the
 Company as respects the business reinsured hereunder and that the  Reinsurer
 shall pay promptly  and directly to  the Company 100%  any fines,  penalties
 and/or any  other charge  incurred by  the  Company as  it relates  to  this
 Section 11.03.

                                 ARTICLE XII
                              PREMIUM FINANCING
                              -----------------

      With  respect  to  Policies  covered  under  the  provisions  of   this
 Agreement, if any premiums are financed, the General Agent shall receive and
 accept on behalf of the Company all notices required by statute, contract or
 otherwise to be given to the Company, including, without limitation, notices
 of the  existence  of  premium finance  agreements  or  of  cancellation  of
 policies  the  premiums  of  which are  financed  ("financed policies").  No
 producing agent or any  other agent shall be  entitled to receive or  accept
 any notice  on  behalf  of the  Company,  and  the General  Agent  shall  be
 responsible for and will  indemnify and hold the  Company harmless from  and
 against any  and  all  liabilities, losses,  claims,  damages  and  expenses
 incurred by  reason  of or  arising  out of  any  action taken  or  inaction
 suffered as a result of receipt of any notice by any person, firm or  entity
 other than the General Agent or the Company.  Notwithstanding any other term
 or provision of this Agreement, the  General Agent agrees to return and  pay
 over to any premium finance company (whether affiliated with the Company  or
 not) which  has sent  notice of  cancellation of  a financed  policy to  the
 General Agent pursuant to Chapter 24 of the Texas Insurance Code, on  behalf
 of the Company, within  30 days of receipt  of such notice of  cancellation,
 any and all unearned  commissions as of the  date of cancellation,  together
 with any and  all unearned premiums  due any premium  finance company.   The
 General Agent agrees to and does hereby relinquish any and all rights to any
 unearned commissions  for  any  such  financed policy  as  of  the  date  of
 cancellation.   The  obligation of  the  General Agent  to  refund  unearned
 commissions and  unearned  premiums  on a  canceled  financed  policy  shall
 survive the termination or cancellation of this Agreement for so long as any
 policy written under the terms of this  Agreement remains in force.  If  the
 General  Agent  does  not  fulfill   its  obligations  to  refund   unearned
 commissions and unearned premiums as provided in this Article XII and/or  to
 indemnify the Company as  provided in this Article  XII, then the  Reinsurer
 shall pay the amount of the  refund owed and/or shall indemnify the  Company
 even if the premium finance company is an affiliate of the Company.

                                 ARTICLE XIII
                                  INSOLVENCY
                                  ----------

 13.01     In the event of insolvency of the Company, this reinsurance  shall
 be  payable  directly  to  the  Company  or  to  its  liquidator,  receiver,
 conservator or statutory  successor on  the basis  of the  liability of  the
 Company without  diminution because  of the  insolvency  of the  Company  or
 because the liquidator, receiver, conservator or statutory successor of  the
 Company has failed to pay all or a portion of any claims.

 13.02     It is agreed, however, that the liquidator, receiver,  conservator
 or statutory  successor of  the Company  shall give  written notice  to  the
 Reinsurer of the  pendency of  a claim  against the  Company indicating  the
 policy or bond reinsured which claim  would involve a possible liability  on
 the part of the Reinsurer within thirty (30) days after such claim is  filed
 in  the  insolvency,  conservation  or  liquidated  proceeding  or  in   the
 receivership, and that during the pendency of such claim, the Reinsurer  may
 investigate such claims and interpose, at its own expense, in the proceeding
 where such claim is to be adjudicated,  any defense or defenses that it  may
 deem available to the  Company or its  liquidator, receiver, conservator  or
 statutory successor. The  expense thus incurred  by the  Reinsurer shall  be
 chargeable, subject to  the approval of  the Court, against  the Company  as
 part of the expense of  conservation or liquidation to  the extent of a  pro
 rata share of the benefit which may accrue to the Company solely as a result
 of the defense undertaken by the Reinsurer.

 13.03     Where two or more reinsurers are involved in the same claim and  a
 majority in interest elect to interpose  defense to such claim, the  expense
 shall be  apportioned in  accordance with  the terms  of this  Agreement  as
 though such expense had been incurred by the Company.

 13.04     It is further  understood and  agreed that,  in the  event of  the
 insolvency of the  Company, the reinsurance  under this  Agreement shall  be
 payable directly  by the  Reinsurer to  the Company  or to  its  liquidator,
 receiver or statutory successor, except (i)  as provided by applicable  law,
 (ii) where  the  Agreement  specifically  provides  another  payee  of  such
 reinsurance in the event  of the insolvency of  the Company and (iii)  where
 the Reinsurer with the consent of the direct insured or insureds has assumed
 such policy  obligations  of  the  Company  as  direct  obligations  of  the
 Reinsurer to the  payees under  such policies  and in  substitution for  the
 obligation of the Company to such payees.

                                 ARTICLE XIV
                               ALTERNATE PAYEE
                               ---------------

 14.01     As respects  subject business  assumed as  reinsurance under  this
 Agreement, it is agreed that if the Company has a conservator, liquidator or
 receiver appointed  for it,  or becomes  the  subject of  any  conservation,
 liquidation or insolvency  proceeding, and the  General Agent exercises  its
 option to  require the  Company  to permit  all  its liabilities  under  the
 Policies reinsured hereunder to be assumed by another licensed insurer as is
 permitted pursuant to  the General Agency  Agreement, such assuming  insurer
 shall be substituted for the Company as payee of any reinsurance recoverable
 hereunder in  respect  of losses  under  Policies subject  hereto,  and  the
 Reinsurer, shall make payment thereof  directly to the substituted  insurer.
 In the event of assumption, the  Company shall, however, be entitled to  any
 fronting fees  and  other sums  owing  hereunder with  respect  to  Policies
 originally issued on its behalf.

 14.02     In the event that an assuming insurer is submitted for the Company
 under Section 14.01, all the other provisions of this Agreement shall  apply
 to the  substituted insurer  in the  same  manner as  if said  insurer  were
 substituted for the  Company as the  reinsured party hereunder,  and to  the
 extent this Agreement reinsures such substituted insurer, coverage hereunder
 shall be excluded as respects the Company.

                                  ARTICLE XV
                           HOLD HARMLESS PROVISIONS
                           ------------------------

 15.01     Notwithstanding anything else contained herein to the contrary, as
 respects all  matters  related  to this  Agreement,  in  addition  to  those
 specific provisions insulating  the Company from  specific risks  hereunder,
 the Reinsurer hereby covenants and agrees to reimburse and hold the  Company
 harmless from  and against  every claim,  demand, liability,  loss,  damage,
 cost,  charge,  attorneys'   fees,  expense,  suit,   order,  judgment   and
 adjudication of  whatever kind  or character  regarding (i)  this  Agreement
 and/or (ii) the business reinsured hereunder (including, but not limited to,
 underwriting loss, credit loss, and/or run-off expense and/or all legal fees
 and expenses incurred  by the  Company in  asserting its  rights under  this
 Agreement) to the extent of its  participation hereunder and subject to  all
 of the terms and conditions hereof, whether or not such claim, demand, loss,
 damage, cost, charge,  attorneys' fees,  expense, suit,  order, judgment  or
 liability is within the terms of  Policies written and reinsured  hereunder.
 The Reinsurer's obligation  hereto relates  to, but  is not  limited to  the
 following:   all  liability  for   agents'  balances;  return  premiums  and
 commissions; deceptive trade  practice liability; premiums,  policy fees  or
 other charges (whether  collected or not);  costs, liability, damages,  fees
 and/or expenses  incurred  by the  Company  due  to a  lawsuit  between  the
 Reinsurer and/or the General  Agent (any dispute  involving the Company  and
 the Reinsurer  is  subject to  arbitration);  all actions  or  inactions  by
 General Agent  relating to  this Agreement,  any  agreement with  a  premium
 finance company or claims administrator;  and/or all fees and/or commissions
 owing to  the  General  Agent under  this  and  the  aforementioned  related
 agreements.

 15.02     The Company  shall not  be liable  to the  Reinsurer for  premiums
 unless  the  Company  itself  has  actually  received  those  premiums   and
 wrongfully not remitted them to the Reinsurer. The Reinsurer may not  offset
 any balances on  account of losses,  loss adjustment expenses  or any  other
 amounts due except as  to premiums actually received  by the Company  itself
 (as distinct  from premiums  not collected,  or  premiums collected  by  the
 General Agent, or premium  placed in the premium  trust account pursuant  to
 the General Agency Agreement) which have wrongfully not been transmitted  to
 the Reinsurer.

 15.03     If for  any  reason  the  General Agent  fails  or  is  unable  to
 administer the policies reinsured hereunder (whether the Agreement is  still
 in effect or the business is being run-off), (i) the Reinsurer shall appoint
 a party (acceptable and approved by the Company) to administer the  business
 and the  Reinsurer  shall  be  responsible  for 45%  of  the  cost  of  said
 administration and  (ii) the  General Agent  will fully  cooperate with  the
 Company (or its designated  representative) in providing  access to such  of
 the  General  Agent's  personnel,  computer  systems  or  other  assets   or
 procedures as  the Company  may deem  necessary to  provide for  an  orderly
 transition of the  administration of  the Policies  reinsured hereunder.  If
 return premiums  or other  funds  need to  be  returned to  premium  finance
 companies, policyholders  or  sub-agents,  the  Reinsurer  shall  pay  these
 amounts if the successor or administrator does not.

 15.04     The Reinsurer  shall not  sue, or  seek arbitration,  against  the
 Company for any acts of the General  Agent for any monies which the  General
 Agent owes unless  the Company has  actually received those  monies and  has
 wrongfully not  remitted them  to the  Reinsurer;  and the  Reinsurer  shall
 indemnify the Company for any damages, liabilities and expenses incurred  by
 reason of the General  Agent's acts or  failure to act.  The Company is  not
 responsible for any commissions or other monies payable to the General Agent
 in connection with this  Agreement and the General  Agent shall not sue,  or
 seek arbitration against,  the Company for  any actions by,  or debts  owing
 from, the Reinsurer. The Reinsurer shall not seek to recover from, or offset
 against, the Company any sums, whether  premiums or other monies, which  the
 General Agent  was  unable or  unwilling  to remit  to  the Company  or  the
 Reinsurer.

 15.05     In the event  the Reinsurer, or  any agent  appointed pursuant  to
 this Agreement, binds the Company for insurance coverage on insurance  risks
 which are in excess of the policy limits set forth in Article I, and/or  are
 not within the  terms of  business specified in  Article I,  and/or are  not
 within the  territory specified  in Article  I,  and/or are  excluded  under
 Article II, whether intentional or not, the Reinsurer and General Agent will
 do such things  and take  such actions  as may  be necessary  to reduce  the
 Company's exposure to such  risks and to hold  the Company harmless  against
 any liability or loss which may be incurred by the Company in excess hereof.
 At the Company's request,  the General Agent  in accordance with  applicable
 law, and policy terms, shall cancel or not renew any risk bound which is not
 in  conformance  with  this  Agreement.   Any  such  insurance  coverage  on
 insurance risks bound contrary to the limitations which are in excess of the
 policy limits set forth in Article I,  and/or are not within the classes  of
 business specified  in  Article  I, and/or  are  not  within  the  territory
 specified in  Article  I, and/or  are  excluded under  Article  II,  whether
 intentional or not, shall be 45% reinsured and subject to this Agreement.

 15.06     In furtherance of  the protections afforded  to the Company  under
 this  Agreement,   the  Reinsurer   expressly  acknowledges   that   certain
 circumstances may  come to  exist with  respect  to the  Policies  reinsured
 hereunder that require  adjustment to the  timing of Reinsurer  remittances.
 If, in the sole discretion of the Company, an advance payment or payments of
 the Reinsurer's  obligations  under this  Agreement  is necessary  to  avoid
 irreparable harm to the Company (as, for example, in the circumstance  where
 the funds available  in the premium  trust account  established pursuant  to
 Section 2.01 of the General Agency Agreement are insufficient to provide for
 timely payment of claims), the Reinsurer shall make such payment or payments
 promptly upon the Reinsurer's receipt of  the Company's good faith  estimate
 or calculation of the necessity thereof.

 15.07     In  the  event  any  provision,  term  and/or  condition  of  this
 Agreement  (other  than  the  Preamble  hereof)  is  inconsistent  with  the
 provision, terms  and/or conditions  of Section  15.01above, the  provision,
 terms, and/or conditions of said Section 15.01 above shall control over  and
 supercede such inconsistent provision, terms, and/or conditions.

 15.08     When a  claim is  asserted or  action commenced,  including  class
 actions regardless of whether the class has been certified, relating in  any
 way to the Policies produced under  this Agreement, the General Agent  shall
 assume the defense and associated costs  and expenses thereof.  The  Company
 may elect, however,  at its  sole discretion,  on a  case-by-case basis,  to
 engage counsel  directly on  its  own behalf,  and  the expenses  and  costs
 related to such defense shall be passed on to and paid by the General  Agent
 within 60 days written  notice from the  Company.  In  such cases where  the
 claim or action relates to  business written by more  than one agent of  the
 Company, costs and expenses shall be proportioned among applicable agents at
 the Company's sole discretion.  Should the General Agent  fail to remit  any
 amounts due to Company  under this Section 15.07,  then the Reinsurer  shall
 pay such amounts within 60 days written notice from the Company.

                                 ARTICLE XVI
                     LOSS IN EXCESS OF POLICY LIMITS/ECO
                     -----------------------------------

 16.01     In the event the Company pays or  is held liable to pay an  amount
 of loss in excess of its policy limit, but otherwise within the terms of its
 policy (hereinafter  called  "loss  in excess  of  policy  limits")  or  any
 punitive, exemplary, compensatory or consequential damages, other than  loss
 in  excess  of   policy  limits  (hereinafter   called  "extra   contractual
 obligations") because of alleged  or actual bad faith  or negligence on  its
 part in rejecting a settlement within  policy limits, or in discharging  its
 duty to defend or prepare the defense in the trial of an action against  its
 policyholder, or in discharging its duty  to prepare or prosecute an  appeal
 consequent upon such  an action, or  in otherwise handling  a claim under  a
 policy subject to this Agreement, 45% of the loss in excess of policy limits
 and/or 45%  of the  extra  contractual obligations  shall  be added  to  the
 Company's loss, if any, under the Policy involved, and the sum thereof shall
 be reinsured 45% under this Agreement up to a maximum of $10,000,000  (being
 45% of $10,000,000 = $4,500,000).

 16.02     An extra contractual obligation shall  be deemed to have  occurred
 on the same  date as the  loss covered or  alleged to be  covered under  the
 Policy.

 16.03     Notwithstanding anything stated herein,  this Agreement shall  not
 apply to any  loss incurred by  the Company as  a result  of any  fraudulent
 and/or criminal  act  which  has  been finally  determined  by  a  court  of
 competent jurisdiction, after the exhaustion of all appeals, by any  officer
 or director  of  the  Company acting  individually  or  collectively  or  in
 collusion with  any individual,  corporation or  any other  organization  or
 party involved  in the  presentation, defense  or  settlement of  any  claim
 covered hereunder.

                                 ARTICLE XVII
                              REGULATORY MATTERS
                              ------------------

 17.01     It is  the  Parties' understanding  that  any premiums  which  are
 overdue from the  General Agent to  the Company may  be deemed  non-admitted
 assets.  In confirmation of the  liabilities assumed by the Reinsurer  under
 this Agreement,  the Reinsurer  hereby assumes  100%  of all  liability  and
 responsibility for all premiums in the course of collection.

 17.02     The Reinsurer shall  agree, at  no cost  to the  Company, to  take
 those actions (including, but not limited to, modifications in how funds are
 handled and  how accounts  are  cleared, settled  and  the manner  in  which
 incurred losses are accounted for) and agree to those arrangements necessary
 to ensure  that  the Company  suffers  no  adverse impact  because  of  this
 reinsurance program and is in compliance with any applicable laws of a state
 insurance department, insofar as this reinsurance program is concerned.

                                ARTICLE XVIII
                              THE GENERAL AGENT
                              -----------------

 18.01     The Company, the Reinsurer and the General Agent have entered into
 a General  Agency Agreement  effective April  1, 2003  (the "General  Agency
 Agreement"), a complete copy of which is attached hereto as Exhibit "A"  and
 fully incorporated herein by this reference.  The Reinsurer has selected the
 General Agent to  administer the business  reinsured hereunder.   While  for
 regulatory purposes, the  General Agent  will need  to be  appointed as  the
 Company's agent, it is recognized that the General Agent is acting on behalf
 of the  Reinsurer.   The Company  is  making no  evaluation of  the  General
 Agent's qualification, has no obligation to furnish reports or statistics to
 the Reinsurer, or  to monitor  the performance of  the General  Agent.   The
 Company shall file with the State  all reports requested by the State  based
 upon information received from the General Agent and Reinsurer.

 18.02     The Company will,  at the  request of  the General  Agent and  the
 Reinsurer, appoint producing agents to produce business through the  General
 Agent.  The Company, in its sole discretion, may refuse to appoint any  such
 agent; provided, however,  that such appointment  shall not be  unreasonably
 withheld. The General Agent will not  establish any sub-general agencies  or
 any agencies with  the authority of  a general agency.  The Reinsurer  shall
 hold the Company harmless from and  indemnify it for any damage,  liability,
 claim, expense, cost  or fees (including  attorneys' fees  and expenses)  of
 whatever kind or character caused directly or indirectly by any action of or
 failure to act, by any such producing agent.

 18.03     The General  Agent shall  be responsible  for the  control of  the
 producing agents appointed by the Company at the request of and on behalf of
 the Reinsurer,  including  compliance  with state  licensing  laws  and  the
 financial condition of such agents.

 18.04     The Reinsurer  shall  guarantee  payment to  the  Company  of  any
 amounts due  the  Company (or  the  Company's designated  agent,  TBA)  from
 business produced  by and/or  policies issued  by or  through the  producing
 agents appointed by  the Company  at the  request of  and on  behalf of  the
 General Agent and the Reinsurer.  The Reinsurer and the General Agent  shall
 be solely responsible for notifying such agents of this Agreement and of any
 termination  hereof,  and  the  Reinsurer  shall  be  responsible  for   the
 consequences of any failure to provide such notification.

 18.05     The General Agent shall not sue, or seek arbitration, against  the
 Company for  any acts  of the  Reinsurer and  shall indemnify  and hold  the
 Company harmless  from and  against any  damages, liabilities  and  expenses
 incurred by reason of the Reinsurer's acts or failures to act.

 18.06     The Company shall  conduct or have  conducted the examinations  of
 the General  Agent  as  provided  in Section  5.13  of  the  General  Agency
 Agreement.  The examinations provided for herein shall be at no cost to  the
 Company, and the Reinsurer shall indemnify  and hold the Company  completely
 harmless as respects any liability, damage, charge, cost, fine, or  penalty,
 the Company may incur as a result of such examinations.

                                 ARTICLE XIX
                 REINSURER OR GENERAL AGENT SALE OR TRANSFER
                 -------------------------------------------

      The Reinsurer or  the General Agent  agree to give  the Company or  its
 designated agent,  TBA,  90 days  advance  written  notice of  any  sale  or
 transfer of  such party's  business, or  such party's  consolidation with  a
 successor firm, in order that the Company may, in its sole discretion:

      (a)  Assign this Agreement to the successor; or

      (b)  Enter into a new reinsurance agreement with the successor; or

      (c)  Terminate this Agreement  as provided in  Section 4.02(g) of  this
           Agreement.


                                  ARTICLE XX
                                MISCELLANEOUS
                                -------------

 20.01     This Agreement has  been made  and entered  into in  the State  of
 Texas and the Agreement shall be subject to and construed under the laws  of
 the State  of Texas.   This  Agreement shall  be deemed  performable at  the
 Company's administrative office in Fort Worth, Texas, and it is agreed  that
 the venue of any  controversy arising out of  this Agreement, or any  breach
 thereof, shall be in Tarrant County, Texas.

 20.02     All notices required to be given hereunder shall be deemed to have
 been duly  given by  personally  delivering such  notice  in writing  or  by
 mailing it, Certified Mail, return receipt requested, with postage  prepaid.
 Any Party may change the address  to which notices and other  communications
 hereunder are to be  sent to such  Party by giving  the other Party  written
 notice thereof in accordance with this provision.

 20.03     This Agreement shall be binding upon the Parties hereto,  together
 with  their  respective  successors  and  permitted  assigns.   Neither  the
 Reinsurer nor the General Agent may assign any of its rights or  obligations
 under this Agreement without the prior written consent of the Company.

 20.04     This Agreement may be executed in  one or more counterparts,  each
 of which  shall be  deemed an  original,  but all  of which  together  shall
 constitute one and the same instrument.

 20.05     This Agreement is  the entire  agreement between  the parties  and
 supersedes any and all previous agreements, written or oral, and  amendments
 thereto with respect to the subject matter hereof.

 20.06     This Agreement may be amended, modified or supplemented only by  a
 written instrument executed by all Parties hereto.

 20.07     A waiver by the Company, Reinsurer or General Agent of any  breach
 or default by the  other party under this  Agreement shall not constitute  a
 continuing waiver  or  a waiver  by  the Company  or  the Reinsurer  of  any
 subsequent act in breach or of default hereunder.

 20.08     Headings used in  this Agreement are  for reference purposes  only
 and shall not be deemed a part of this Agreement.

 20.09     The Parties hereto intend all provisions  of this Agreement to  be
 enforced to the  fullest extent permitted.  Accordingly, should  a court  of
 competent jurisdiction or arbitration panel determine that the scope of  any
 provision is too broad  to be enforced as  written, the Parties intend  that
 the court or arbitration panel should reform the provision to such  narrower
 scope as it determines to be  enforceable under present or future law;  such
 provision shall be fully severable;   this Agreement shall be construed  and
 enforced as if such illegal, invalid, or unenforceable provision were  never
 a part hereof;  and the remaining provisions of this Agreement shall  remain
 in full force and effect and shall not be affected by the illegal,  invalid,
 or unenforceable provision or by its severance.

 20.10     This Agreement is not exclusive and the Company reserves the right
 to appoint or contract with other reinsurers, agents and/or managing  agents
 in the territory covered by this Agreement.

 20.11     The Reinsurer or General Agent shall not insert any  advertisement
 respecting the Company or the business to be written under this Agreement in
 any publication or issue any circular  or paper referring to the Company  or
 such business without first  obtaining the written  consent of the  Company.
 The Reinsurer and/or General Agent shall  establish and maintain records  of
 any such advertising as required by Texas statute and regulation.

 20.12     Policy  cancellations  at  the  Company's  request  will  be  made
 strictly subject to requirements imposed by the Company's underwriting rules
 and practices  or  the  Reinsurer's underwriting  rules  and  practices,  as
 approved by  the Company,  and in  compliance with  applicable statutes  and
 regulations and the  applicable provisions contained  in this Agreement  and
 the pertinent policy.  Such cancellation  authority shall be exercised  only
 for causes inherent  in the particular  risk and shall  not be construed  as
 authority to make general or indiscriminate cancellations or replacement  of
 the Policies with  those of another  Company, except  upon specific  written
 instructions from the Company.  When directed by the Company, the  Reinsurer
 will cancel any and all Policies produced  by it for any reason the  Company
 deems necessary.

 20.13     This Agreement shall be interpreted in conformance with applicable
 Texas law  and  regulation.   If  it is  found  or  ordered by  a  court  or
 regulatory body that a term or provision of this Agreement does not  conform
 to such law or regulation then this Agreement shall be deemed to be  amended
 and modified in accordance with such law.  However, where this Agreement  is
 found not to comply  with applicable law or  regulation, the Company may  in
 its sole discretion terminate this  Agreement immediately and without  prior
 notice.

 20.14     The Company agrees that the Reinsurer  shall have the right,  with
 the approval of  the Company, to  determine the rates  and prepare the  rate
 filing for the Company to file during the term of this Agreement and  during
 the term of  the run-off.   The Reinsurer and  General Agent understand  and
 agree that no business  shall be produced, until  a written approval of  the
 applicable rate rules and forms is received from the regulatory authority of
 competent jurisdiction.

                                 ARTICLE XXI
     RUN-OFF RISK, CREDIT RISK, LOSS AND UNEARNED PREMIUM RESERVE FUNDING
     --------------------------------------------------------------------

 21.01     The Reinsurer will  secure its obligations  under this  Agreement,
 including the obligations for Run-Off  Risk, Credit Risk, Unearned  Premiums
 Reserves, if any,  and Loss Reserves;  via a security  fund (via a  security
 fund agreement in a form and content acceptable to the Company).

      (a)  At a minimum, the security fund must:

           (i)  comply with the provisions of Texas Insurance Code, art 5.75-
                1(d)(3) and 28 Texas Administrative Code d7.610;and;
           (ii) be issued by or held with a Qualified United States Financial
                Institution  (as  defined  by   the  foregoing  statute   and
                regulation).

      (a)  Company may draw the full amount of the security fund to  satisfy,
           in whole or in part the obligations of reinsurer hereunder or, if:

           (i)  Reinsurer fails to comply with the provisions of this Article
                XXI; or
           (ii) the issuer  of  the security  fund  gives Company  notice  of
                cancellation or non-renewal of the security fund.

 21.02     Within 10 business days prior to the end of each calendar quarter,
 the  Company  shall  provide  Reinsurer with a  good faith  estimate of  the
 expected sum of  Reinsurer's Credit  Risk, Run-Off  Risk, ceded  outstanding
 Unearned Premium and Loss Reserves as of the end of the forthcoming calendar
 quarter (the  "Estimate"). The  Reinsurer shall,  within two  business  days
 prior to the commencement of such forthcoming calendar quarter,  fund/obtain
 a security fund in an amount equivalent to 100% of the Estimate.

 21.03     If at  any time,  based upon  the  monthly reporting  provided  to
 Company under  this Agreement,  it shall  be determined  by the  Company  or
 Reinsurer that the amount of the security fund may not be equivalent to 100%
 of Reinsurer's Credit Risk, Run-Off Risk, ceded outstanding Unearned Premium
 and Loss  Reserves  as of  the  end of  the  current calendar  quarter  (the
 "Revised Estimate"), then upon written notice from Company, Reinsurer  shall
 immediately, and  no later  than  thirty (30)  days  after receipt  of  such
 written notice,  increase the  amount  of the  security  fund to  an  amount
 equivalent to 100% of the Revised Estimate

 21.04     For the purpose of this Article  XXI, Unearned Premiums means,  as
 of any  given date,  the aggregate  premium  attributable to  the  unexpired
 coverage period of all insurance policies  produced under the Agreement,  as
 determined  in  accordance  with  generally  accepted  statutory  accounting
 principles consistently applied.   For this  purpose, premium  shall be  the
 written premium charged on the insurance  policy for the period such  policy
 is in force irrespective  of the subsequent billing  and collection of  such
 premium.

 21.05     For the purpose of  this Article XXI, Loss  Reserves means, as  of
 any given date, the reserve attributable to losses incurred but not reported
 and losses reported  but not  paid with  respect to  the insurance  policies
 produced  under  this  Agreement,  and  shall  include  provision  for  both
 allocated and  unallocated  loss adjustment  expense,  in each  instance  as
 determined in  accordance  with  generally  accepted  accounting  principles
 consistently applied.

 21.06     For  the  purpose  of  this  Article  XXI,  the  Credit  Risk   is
 $3,000,000.  The calculation of the Credit Risk is based on average  monthly
 written premium  of  $4,000,000 (the  "Target  Premium").   If  the  average
 monthly written premium during any calendar quarter is more or less than the
 Target Premium, the Credit Risk shall be adjusted on a pro rata basis.   The
 collateralization for Credit  Risk shall be  funded as soon  as possible  or
 within 10 business days of the effective date of this Agreement.

 21.07     For  the  purpose  of  this  Article  XXI,  the  Run-Off  Risk  is
 $1,100,000.  The calculation of the Run-Off Risk is based on average monthly
 written premium  of  $4,000,000 (the  "Target  Premium").   If  the  average
 monthly written premium during any calendar quarter is more or less than the
 Target Premium, the Run-Off Risk shall be adjusted on a pro rata basis.  The
 collateralization  for  Run-Off   Risk  shall  be   funded  in  four   equal
 installments via the security fund.   The first installment shall be  funded
 as soon as possible or within 10 business days of the effective date of this
 Agreement.  The second, third and fourth installments shall be funded within
 10 business  days prior  to the  end of  each calendar  quarter  thereafter.
 Within 10 business  days following  the end  of each  calendar quarter,  the
 General Agent shall provide  a report to the  Company and Reinsurer  setting
 forth the actual run off risk hereunder  (in force policy count x $7.20  per
 month to policy expirations = total run off risk) for that calendar  quarter
 and the Company  and Reinsurer shall  immediately adjust  the security  fund
 accordingly.

 21.08   The Company shall at all times  be in possession of a security  fund
 equivalent to 100%  of Reinsurer's  anticipated Run-Off  Risk, Credit  Risk,
 ceded outstanding Unearned Premium  and Loss Reserves as  of the end of  the
 current calendar quarter.

 21.09     Should the amount of the security fund at the end of any  calendar
 quarter be  greater  than the  amount  required  in this  Article  XXI,  the
 Reinsurer shall be entitled to reduce the amount of the security fund to  an
 amount not less than the amount required in this Article XXI.  The Qualified
 United States Financial Institution shall permit such reduction upon receipt
 by it of the Company's written statement that Reinsurer is entitled to  such
 reduction, which written  statement shall  not be  unreasonably withheld  by
 Company.

                                 ARTICLE XXII
                   T.B.A. INSURANCE GROUP, LTD. ("T.B.A.")
                   ---------------------------------------

      The Company  has contracted  with TBA  as its  designated  intermediate
 agent to perform certain duties on the Company's behalf and to issue certain
 checks on behalf of the Company in exchange for certain fees.  The Reinsurer
 agrees that TBA is  to bear no  business, credit or  insurance risk and  can
 bear no liability whatsoever to the Reinsurer save liability for any  actual
 fraud or  violation of  criminal  law it  commits,  which has  been  finally
 determined by a court of competent jurisdiction after the exhaustion of  any
 appeals.  TBA shall  receive all the protections  from liability, which  are
 contained herein for the benefit of the Company.

                                ARTICLE XXIII
                                SAVINGS CLAUSE
                                --------------

 23.01     If any law or regulation of any Federal, State or local government
 of the  United  States  of  America,  or  the  ruling  of  officials  having
 supervision over insurance companies, should prohibit or render illegal this
 Agreement, or any portion thereof, as to risks or properties located in  the
 jurisdiction of such authority, either the Company or the Reinsurer may upon
 written notice to the other suspend or abrogate this Agreement insofar as it
 relates to  risks or  properties located  within such  jurisdiction to  such
 extent as may be necessary to  comply with such law, regulations or  ruling.
 Such illegality shall in no way affect any other portion thereof;  provided,
 however, that the  Reinsurer or the  Company may terminate  or suspend  this
 Agreement insofar  as  it relates  to  the business  to  which such  law  or
 regulation may apply.

 23.02     This Agreement shall be interpreted in accordance with the laws of
 the State of Texas.   All provisions  of this Agreement  are intended to  be
 enforced to the fullest  extent permitted.  Accordingly,  should a court  of
 competent jurisdiction or arbitration panel determine that the scope of  any
 provision is too broad  to be enforced as  written, the Parties intend  that
 the court or arbitration panel should reform the provision to such  narrower
 scope as it determines to be  enforceable under present or future law;  such
 provision shall be fully  severable; this Agreement  shall be construed  and
 enforced as if such illegal, invalid, or unenforceable provision were  never
 a part hereof; and the remaining  provisions of this Agreement shall  remain
 in full force and effect and shall not be affected by the illegal,  invalid,
 or unenforceable  provision or  by its  severance; provided,  however,  that
 where this  Agreement is  so found  not  to comply  with applicable  law  or
 regulation, the Company may in it  sole discretion terminate this  Agreement
 immediately without prior notice.

                                 ARTICLE XXIV
                             INTERMEDIARY ARTICLE
                             --------------------

 Benfield Blanch Inc. (known as Benfield Inc., on or after April 7, 2003)  is
 hereby recognized  as the  Intermediary negotiating  this Contract  for  all
 business hereunder.   All  communications  (including  but  not  limited  to
 notices, statements, premium,  return premium,  commissions, taxes,  losses,
 loss adjustment  expense, salvages  and loss  settlements) relating  thereto
 shall  be  transmitted  to  the  Company   or  the  Reinsurer  through   the
 Intermediary   located   at   3600    West    80th   Street,    Minneapolis,
 Minnesota 55431.  Payments  by  the Company  to  the Intermediary  shall  be
 deemed to constitute payment to the Reinsurer.  Payments by the Reinsurer to
 the Intermediary shall be deemed to  constitute payment to the Company  only
 to the extent that such payments are actually received by the Company.

      IN WITNESS  WHEREOF,  the  Parties  hereto  by  their  respective  duly
 authorized representatives have executed this Agreement as of the date first
 above written.


 STATE AND COUNTY MUTUAL FIRE INSURANCE COMPANY


 BY:  _________________________________

 ITS: _________________________________


 AMERICAN HALLMARK INSURANCE COMPANY OF TEXAS


 BY:  _________________________________

 ITS: _________________________________



 AMERICAN HALLMARK GENERAL AGENCY, INC.


 BY:  _________________________________

 ITS: _________________________________


<PAGE>

                              TABLE OF CONTENTS

                                                                      Page

                PREAMBLE                                                1
 ARTICLE I      BUSINESS REINSURED                                      1
 ARTICLE II     ORIGINAL CONDITIONS                                     2
 ARTICLE III    EXCLUSIONS                                              3
 ARTICLE IV     COMMENCEMENT, TERMINATION, TERMS & CONDITIONS           4
 ARTICLE V      LOSS AND LOSS ADJUSTMENT EXPENSE                        6
 ARTICLE VI     REPORTS AND REMITTANCES                                 7
 ARTICLE VII    ERRORS AND OMISSIONS                                    9
 ARTICLE VIII   PREMIUM AND COMMISSION                                 10
 ARTICLE IX     ACCESS TO RECORDS                                      13
 ARTICLE X      ARBITRATION                                            13
 ARTICLE XI     ASSESSMENTS, ASSIGNMENTS, FINES AND PENALTIES          14
 ARTICLE XII    PREMIUM FINANCING                                      14
 ARTICLE XIII   INSOLVENCY                                             15
 ARTICLE XIV    ALTERNATE PAYEE                                        16
 ARTICLE XV     HOLD HARMLESS PROVISIONS                               16
 ARTICLE XVI    LOSS IN EXCESS OF POLICY LIMITS/ECO                    18
 ARTICLE XVII   REGULATORY MATTERS                                     19
 ARTICLE XVIII  THE GENERAL AGENT                                      19
 ARTICLE XIX    REINSURER OR GENERAL AGENT SALE OR TRANSFER            20
 ARTICLE XX     MISCELLANEOUS                                          20
 ARTICLE XXI    RUN OFF, CREDIT RISK, LOSS AND UNEARNED PREMIUM
                RESERVE FUNDING                                        22
 ARTICLE XXII   T.B.A. INSURANCE GROUP, LTD. ("T.B.A.")                23
 ARTICLE XXIII  SAVINGS CLAUSE                                         24
 ARTICLE XXIV   INTERMEDIARY CLAUSE                                    24

<PAGE>

                      QUOTA SHARE REINSURANCE AGREEMENT

                                    AMONG

                 AMERICAN HALLMARK INSURANCE COMPANY OF TEXAS

                                     AND

                STATE AND COUNTY MUTUAL FIRE INSURANCE COMPANY

                                     AND

                    AMERICAN HALLMARK GENERAL AGENCY, INC.



                          EFFECTIVE:  APRIL 1, 2003