EXHIBIT 10


              OLD AMERICAN COUNTY MUTUAL FIRE INSURANCE COMPANY


                    100% QUOTA SHARE REINSURANCE AGREEMENT


                   With AMERICAN HALLMARK INSURANCE COMPANY


                         Effective:  October 1, 2004

<PAGE>

                      Quota Share Reinsurance Agreement
                              Number HFS-04-001
                              Table of Contents



 Article 1      Recitals
 Article 2      Definitions
 Article 3      Business Reinsured
 Article 4      Obligatory Agreement
 Article 5      Terms and Cancellation
 Article 6      Consideration
 Article 7      Loss and Loss Adjustment Expense
 Article 8      Reports and Remittances
 Article 9      Ceding Commission, Fronting Fees, Premium
                Taxes and Sliding  Scale Commission
 Article 10     Exclusions
 Article 11     Errors and Omissions
 Article 12     Inspection of Records
 Article 13     Offset Clause
 Article 14     Arbitration
 Article 15     Honorable Undertaking
 Article 16     Assessments and Assignments
 Article 17     Conservation, Liquidation or Insolvency
 Article 18     Hold Harmless
 Article 19     Regulatory Matters
 Article 20     Loss in Excess of Policy Limits/Extra Contractual Obligations
 Article 21     Savings Clause
 Article 22     Unauthorized (Non-Admitted) Reinsurance
 Article 23     Program Review
 Article 24     Miscellaneous

<PAGE>

                     QUOTA SHARE REINSURANCE AGREEMENT NUMBER
                                  HFS-04-001


 This Agreement is made and entered  into by and between OLD AMERICAN  COUNTY
 MUTUAL FIRE INSURANCE COMPANY (hereinafter referred to as the "Company") and
 AMERICAN HALLMARK INSURANCE COMPANY OF TEXAS (hereinafter referred to as the
 "Reinsurer").


              THE COMPANY AND REINSURER HEREBY AGREE AS FOLLOWS:


 ARTICLE 1 - RECITALS
 --------------------
 1.1    The  Company and Reinsurer  hereby wish to  enter into a  reinsurance
 arrangement through which  the Company  is to  bear no  business, credit  or
 insurance risk  whatsoever, except  for (a)   the  risk of  the  Reinsurer's
 insolvency and (b) the risk of ECO and/or XPL exceeding the limits  provided
 in  Article 20.  The  Reinsurer shall hold  the Company  fully harmless  and
 indemnify it for these and all risks arising as per the above."

 1.2  The Company  and Reinsurer  hereby agree  that the  full  consideration
 provided by the Company  in exchange for  the fees set  forth herein, is  to
 permit the  Policies as  defined herein  to be  issued in  the name  of  the
 Company and  which  are reinsured  one  hundred percent  (100%)  under  this
 Agreement.

 1.3  It is understood and agreed that neither the Company nor the  Reinsurer
 is obligated by any representations or warranties made by any of the parties
 involved in this transaction unless such representations and warranties  are
 formally included in this Agreement.

 1.4  All business reinsured hereunder shall be produced by AMERICAN HALLMARK
 GENERAL AGENCY, INC. (Managing General Agent), in accordance with the  terms
 and conditions of the Managing General Agency Agreement effective  September
 1, 2003, (Managing  General Agency Agreement)  between the Managing  General
 Agent and the Company, a copy of said Agreement is attached hereto and fully
 incorporated herein.

 1.5  This  Agreement  sets  forth  all of the duties and obligations between
 the  Company  and  the  Reinsurer  and  supersedes  any  and  all  prior  or
 contemporaneous or written agreements with respect to matters referred to in
 this Agreement.  This Agreement  may not  be  modified, amended  or  changed
 except by an agreement in writing signed by both parties.


 ARTICLE 2 - DEFINITIONS
 -----------------------
 2.1  "Policies" is  defined  as all  policies,  endorsements,  certificates,
 contracts, agreements and binders of insurance issued or renewed on or after
 the effective date of this Agreement on behalf of the Company.

 2.2  "Net Written Premium" is  defined as the gross  written premium on  all
 original and renewal Policies written by the Company including policy  fees,
 less return premium and cancellations.

 2.3  "Loss in Excess of Policy Limits" (XPL) is defined as any amount  which
 the Company pays or would have been contractually held liable to pay had  it
 not been for the limit of the original Policy.

 2.4  "Extra Contractual Obligation"(ECO) is defined as those liabilities not
 covered under any  other provision of  this Agreement which  arise from  the
 handling of any  claim on business  covered hereunder, because  of, but  not
 limited to, failure by the Company to settle within the policy limit, or  by
 reason of alleged or actual negligence,  fraud or bad faith in rejecting  an
 offer of settlement or in the preparation of the defense or in the trial  of
 any action  against  its insured  or  reinsured  or in  the  preparation  or
 prosecution of an appeal consequent upon such action. The date on which  any
 ECO is incurred by the Company shall be deemed, in all circumstances, to  be
 the date of the original disaster and/or casualty.

 2.5  "Loss Adjustment Expense" shall mean  expenditures by the Company  that
 are not part of the indemnity under  the original policy (i.e. which do  not
 contribute to exhaustion of the original  policy limit), made in  connection
 with the  disposition  of  a claim,  loss  or  legal  proceeding  (including
 investigation, negotiation, cost of bonds, court costs, statutory penalties,
 prejudgment interest or  delayed damages, and  interest on  any judgment  or
 award and legal expenses of litigation) and the Company's defense costs  and
 legal expenses incurred in direct connection with legal actions  (including,
 but not limited to, Declaratory Judgment  actions) brought to determine  the
 Company's defense and/or indemnification obligations that are allocable only
 to Policies  and  claims  under Policies  subject  to  this  Agreement.  Any
 Declaratory Judgment  action expenses  shall be  deemed to  have been  fully
 incurred on the same date as the original  loss (if any) giving rise to  the
 action.  Nonetheless, loss adjustment expense including legal expense  shall
 be 10% of earned premium and included in the monthly account.

 2.6  "Prejudgment Interest"  or "Delayed  Damages"  shall mean  interest  or
 damages added  to a  settlement, verdict,  award or  judgment based  on  the
 amount of time prior to the  settlement, verdict, award or judgment  whether
 or not made part of the settlement, verdict, award or judgment.

 2.7  "Underwriting Year" as  used herein shall  mean the  period October  1,
 2004 to September  30, 2005, both  days inclusive, and  each subsequent  12-
 month period (or  portion thereof) shall  be a  separate underwriting  year.
 All premiums  and losses  from policies  allocated to  an underwriting  year
 shall be  credited  or charged,  respectively,  to such  underwriting  year,
 regardless of the  date said  premiums earn  or such  losses occur.   It  is
 understood that a policy will be  allocated to the underwriting year,  which
 is in effect as of:

    1. As respects all new policies, the effective date of such policies;

    2. As respects renewals of one year or less term policies, the renewal
       date of such policies.

      Such policies shall remain in the same underwriting year, as originally
 allocated, until the next renewal date or premium anniversary date, at which
 time such policies shall be reallocated  to the underwriting year in  effect
 as of such  date as  provided in subparagraphs  2 above.   The  term of  any
 policy issued with respect to business covered hereunder shall not exceed 12
 months.


 ARTICLE 3 - BUSINESS REINSURED
 ------------------------------
 3.1  The Reinsurer hereby reinsures  the Company for  a one hundred  percent
 (100%) quota share in respect of  all liability, including, but not  limited
 to, losses and loss adjustment expenses, under Policies issued or renewed on
 or after the effective date hereon on behalf of the Company by the  Managing
 General Agent or its designated representative as classified by the  Company
 in the attached Schedule of Business.

 3.2  It is  understood that  the classes  of business  reinsured under  this
 Agreement are deemed to include coverages required for non-resident  drivers
 under the motor vehicle  financial responsibility law  or the motor  vehicle
 compulsory insurance  law or  any  similar law  of  any state  or  province,
 following the provisions of the Company's policies when they include or  are
 deemed to include so-called "Out of State Insurance" provisions.

 3.3  All insurance under this Agreement shall be subject to the same  rates,
 terms, conditions and waivers, and to the same modifications and alterations
 as the respective Policies of the Company.


 ARTICLE 4 - OBLIGATORY AGREEMENT
 --------------------------------
 4.1  The Company agrees to cede to  the Reinsurer, and the Reinsurer  agrees
 to accept  from  the Company,  a  one  hundred percent  (100%)  quota  share
 reinsurance participation  under  all Policies  effective  on or  after  the
 effective date hereof by the Company covering risks situated in Texas.   The
 liability of the  Reinsurer shall commence  obligatorily and  simultaneously
 with that of the  Company subject to the  terms, conditions and  limitations
 set forth in this Agreement.

 4.2  Business ceded hereunder shall include every original policy,  rewrite,
 renewal or  extension  (whether before  or  after the  termination  of  this
 Agreement) required  by  statute or  by  rule  or regulation  of  the  Texas
 Department of Insurance, or  other authority having competent  jurisdiction,
 of any policy of insurance originally ceded hereunder by the Company to  the
 Reinsurer.

 4.3  The parties understand and intend that  the Reinsurer shall follow  the
 fortunes of the Company in every respect to activities engaged in hereunder.


 ARTICLE 5 - TERM AND CANCELLATION
 ---------------------------------
 5.1  This Agreement shall become  effective 12:00:01 a.m. (Central  Standard
 Time) on the  first day of  October 2004, as  respects losses arising  under
 Policies effective on or after such  date, and shall remain continuously  in
 force unless terminated by either party.

 5.2  This Agreement  may  be terminated  by  either party  at  any  calendar
 quarter end giving the other party written notice at least ninety (90)  days
 prior to such date.

 5.3  When the  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.  The  parties
 understand and agree  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 an  agent (appointed  by the  Company at  the
 request of the Reinsurer) has not been timely canceled, until the expiration
 dates on said Policies.

 5.4  Upon termination of this Agreement, the Reinsurer and the Company shall
 not be relieved or released from any obligation which relate to  outstanding
 insurance business created by  or 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 and all outstanding  losses and loss  adjustment expenses have  been
 settled.  While by law and  regulations, the Company recognizes its  primary
 obligations to its Policyholders, the Reinsurer recognizes that there  shall
 be no cost  or involvement by  the Company, unless  specifically agreed,  in
 servicing this run-off.  The Reinsurer  shall  bear all  costs and  expenses
 associated with handling of such run-off business following the cancellation
 or termination of this  Agreement.  If for  any reason any managing  general
 agent or agent fails 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  either
 service such  run-off  business  directly or  appoint,  at  the  Reinsurer's
 expense, a successor to such managing general agent and/or agent, subject to
 the approval  of  the Company,  which  approval shall  not  be  unreasonably
 withheld.  Such successor shall perform all of the duties and obligations of
 the managing general agent and/or agent with respect to servicing such  run-
 off business.

 5.5  In addition to  the provisions set  forth in Article  5.2 herein,  this
 Agreement may be  terminated at any  time in accordance  with the  following
 terms and conditions:

  a.  After thirty (30) days written notice  by the Company in the event  the
      Reinsurer:

      (i)   is acquired and/or merged by or in any manner becomes under the
            control of any other company or corporation;
      (ii)  changes a majority of its officers or board of directors; or
      (iii) is the subject of a filing or petition or initiation of any
            proceeding for supervision, rehabilitation, conservation or
            liquidation, or any other proceedings for the protection of a
            creditor.

  b.  After thirty (30) days written notice by the Reinsurer in the event the
      Company:
      (i)   is acquired and/or merged by or in any manner becomes under the
            control of any other company or corporation;
      (ii)  changes a majority of its officers or board of directors; or
      (iii) is the subject of a filing or petition or initiation of any
            proceeding for supervision, rehabilitation, conservation or
            liquidation, or any other proceedings for the protection of a
            creditor.

  c.  By the  Company immediately  and  automatically without  prior  written
      notice should the Texas Department of Insurance require cancellation or
      disallow credit for this reinsurance.

  d.  After fifteen (15) days written notice by the Reinsurer or the Company,
      in the event of breach of conditions, fraud or default by either  party
      under the terms and conditions of the Agreement.

 5.6  Notices hereunder shall  be provided in  accordance with Article  24.2,
 hereof.


 ARTICLE 6 - CONSIDERATION
 -------------------------
 6.1  In consideration  of the  acceptance by  the Reinsurer  of one  hundred
 percent (100%) of  the Company's liability  on insurance business  reinsured
 hereunder, the Reinsurer is  entitled to one hundred  percent (100%) of  the
 Net Premiums  written by  the managing  general agent  and/or agent  or  the
 Reinsurer on Policies reinsured  less the ceding  commission allowed to  the
 Company, which includes premium taxes and fronting fees on Policies  subject
 to reinsurance hereunder.


 ARTICLE 7 - LOSS AND LOSS ADJUSTMENT EXPENSE
 --------------------------------------------
 7.1  All loss settlements,  judgments and  all interest  on said  judgments,
 including losses  in excess  of policy  limits (XPL)  and extra  contractual
 obligations (ECO) made by  the Company or the  Company's designee under  the
 terms of this Agreement, whether under strict policy conditions or by way of
 compromise,  shall  be  unconditionally  binding upon  the  Reinsurer.   The
 Reinsurer shall be credited with all salvage or recoveries by the Company on
 business reinsured hereunder.

 7.2  The Reinsurer shall be liable for an amount of loss adjustment  expense
 equal to 10.0% of  the premiums earned under  this Agreement (as defined  in
 Article 2 - Definitions).

 7.3  Claims handling shall be accomplished by the Managing General Agent  or
 its designated  representative ("Claims  Agent")  pursuant to  the  Managing
 General Agency Agreement and whose designation  is subject to the  Company's
 continuing approval  and  shall  not be  inconsistent  with  the  terms  and
 conditions of  this Agreement.    Payment of  claims  handling fees  to  the
 designated representative (if any) shall be made by the Reinsurer.

 7.4  It is further  agreed, that  if the Reinsurer's  share of  any loss  is
 equal to or greater than $100,000, the Reinsurer will pay its share of  said
 loss as promptly  as possible after  receipt of reasonable  evidence of  the
 amount paid by the Company.


 ARTICLE 8 - REPORTS AND REMITTANCES
 -----------------------------------
 8.1  Within forty-five (45) days after the  end of each calendar month,  the
 Company shall report to the Reinsurer the following:

  a.  Ceded Net Written Premium for the month;
  b.  Ceded premiums earned for the month;
  c.  Provisional ceding commission on b above;
  d.  Ceded losses paid during the month (net of any recoveries during the
      month for cash calls);
  e.  Salvage, subrogation or other recoveries on losses;
  f.  10.0% of (b), representing the Reinsurer's share of loss adjustment
      which includes legal expense;
  g.  Ceded unearned premium at the end of the month;
  h.  Ceded outstanding losses and loss adjustment expense reserves at the
      end of the month.

 8.2   Balances due under this Agreement will  be equal to (b) less (c)  less
 (d) plus (e) less (f).  Any positive balances 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 15 days from receipt of the General Agent's report.

 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
 remittances shall be due within 30 days after the end of the month.


 ARTICLE 9  - CEDING COMMISSION, FRONTING FEES, PREMIUM TAXES AND SLIDING
 ------------------------------------------------------------------------
 SCALE COMMISSION
 ----------------
 9.1  The Reinsurer will pay to the  Company a provisional Ceding  commission
 of 31.00%,  which shall  be calculated  on the  basis of  earned premium  on
 policies reinsured hereunder.

 9.2  The Company will be liable for  remitting state premium taxes based  on
 net written premium  and net  policy fees  charged. Should  service fees  be
 charged on any  policy covered by  this Agreement, and  such fees be  deemed
 taxable for premium tax purposes, then such service fees are to be added  to
 the net written premium and net policy fees charged to determine the  amount
 subject to Fronting Fees. Should service fees be deemed taxable, they  shall
 be reported  and remitted  in  a consistent  manner  as premium  written  in
 Article 8 above.

 9.3  The Reinsurer acknowledges that the Company is not responsible for  any
 contingent commission  adjustment,  and  such adjustment  shall  be  settled
 directly between the Managing General Agent and the Reinsurer. The Reinsurer
 shall seek recovery for any  contingent commission adjustment directly  from
 the Managing General Agent.

 9.4  The provisional  commission  allowed  the  Company  shall  be  adjusted
 periodically in accordance with the provisions set forth herein.  The  first
 adjustment period shall be from the effective date of this Agreement through
 September 30, 2005, and each subsequent 12 month period shall be a  separate
 adjustment period.   However,  if this  Agreement is  terminated, the  final
 adjustment period shall be from the beginning of the then current adjustment
 period through the effective date of termination.

 9.5  The adjusted  commission rate  shall be  calculated as  follows and  be
 applied to premiums earned for the period under consideration:

      a.   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 28.00%;

      b.   If the ratio of  losses incurred to premiums  earned is less  than
 65.50%, but  not less  than 62.50%,  the adjusted  commission rate  for  the
 period under consideration shall be 28.00%,  plus 100% of the difference  in
 percentage points between 65.50% and the actual ratio of losses incurred  to
 premiums earned;

      c.   If the ratio of  losses incurred to premiums  earned is 62.50%  or
 less, but not less than 53.50%  the adjusted commission rate for the  period
 under consideration  shall  be 31.00%,  plus  the difference  in  percentage
 points between 62.50% and  the actual ratio of  losses incurred to  premiums
 earned;

      d.   If the ratio of  losses incurred to premiums  earned is 53.50%  or
 less, the adjusted commission rate for the period under consideration  shale
 be 40.00%.

 9.6  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  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.

 9.7  Within 18 months from the inception of the Underwriting Year, and after
 the end of each 12 month period thereafter the General Agent shall calculate
 and report the  adjusted commission on  premiums earned  for the  adjustment
 period.   If  the  adjusted  commission on  premiums  earned  is  less  than
 commissions previously allowed by the Reinsurer  on premiums earned for  the
 adjustment period,  the General  Agent shall  remit  the difference  to  the
 Reinsurer with its report.  If the adjusted commission on premiums earned is
 greater than commissions  previously allowed  by the  Reinsurer on  premiums
 earned for the adjustment period, the  Reinsurer shall remit the  difference
 to the General Agent as promptly as possible after receipt and  verification
 of the Company's report.

 9.8  "Losses incurred" as used  herein shall mean ceded  losses paid  as  of
 the effective  date  of  calculation, plus  the  10.0%  allowance  for  loss
 adjustment expense, plus the ceded reserves for losses outstanding as of the
 same date, plus the debit or minus the credit from the preceding  adjustment
 period, it being  understood and  agreed that  all losses  and related  loss
 adjustment expense under policies with effective or renewal dates during  an
 adjustment period shall be charged to that adjustment period, regardless  of
 the date said losses actually occur, unless this Agreement is terminated  on
 a "cutoff" basis, in which event  the Reinsurer shall have no liability  for
 losses occurring after the effective date of termination.

 9.9  "Premiums earned" as used herein shall mean ceded net written  premiums
 for policies with effective or renewal  dates during the adjustment  period,
 less the unearned portion thereof as  of the effective date of  calculation,
 it being understood and agreed that all premiums for policies with effective
 or renewal  dates during  an adjustment  period shall  be credited  to  that
 adjustment period, unless this Agreement is terminated on a "cutoff"  basis,
 in which event  the unearned  reinsurance premium  (less previously  allowed
 ceding commission) as of the effective date of termination shall be returned
 by the Reinsurer to the Company.


 ARTICLE 10 - EXCLUSIONS
 -----------------------
 This Agreement does not apply to and specifically excludes the following:

      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 11 - ERRORS AND OMISSIONS
 ---------------------------------
 11.1 Inadvertent delays, errors  or omissions made  in connection with  this
 Agreement or any transaction hereunder shall  not relieve either party  from
 any liability which would  have attached had such  delay, error or  omission
 not occurred, provided always  that such error or  omission is rectified  as
 soon as possible after discovery.


 ARTICLE 12 - INSPECTION OF RECORDS
 ----------------------------------
 12.1 All records  pertaining to  Policies issued  on behalf  of the  Company
 through or by the Reinsurer or its designated representative subject to this
 Agreement, shall be deemed  to be jointly owned  records of the Company  and
 the Reinsurer, and shall be made immediately available to the Company or the
 Reinsurer or their  representative or any  duly appointed  examiner for  any
 State within the United States; and these records shall be kept in the State
 of Texas.   Notwithstanding the foregoing,  the Reinsurer  is authorized  to
 maintain duplicate working files  of all such records  outside the State  of
 Texas. The Company  and the Reinsurer  agree that neither  will destroy  any
 such records in their possession without  the prior written approval of  the
 other, except that the Company shall not be required to retain files  longer
 than required by the guidelines set by the Texas Department of Insurance.


 ARTICLE 13 - OFFSET CLAUSE
 --------------------------
 13.1 The Company or the Reinsurer shall have the right to offset any balance
 or amounts  due  from  one party  to  the  other under  the  terms  of  this
 Agreement. The party asserting the right  of offset may exercise such  right
 at any time whether the balances due are on account of premiums or losses or
 otherwise.


 ARTICLE 14 - ARBITRATION
 ------------------------
 14.1    Unless both parties mutually agree to waive arbitration with respect
 to a particular  dispute, the parties  to this Agreement  hereby agree  that
 binding arbitration shall  be the  sole remedy  for any  and all  dispute(s)
 arising between them with reference to any transactions, terms or conditions
 under this  Agreement  including  its formation  and  validity.  Arbitration
 proceedings brought hereunder shall be  referred for final determination  to
 the majority decision of a Panel of three disinterested arbitrators.  Notice
 of demand for arbitration shall be made  in writing and shall be served  via
 certified or registered mail, return receipt requested, on the Respondent to
 the Arbitration at the Respondent's current address.  The notice  requesting
 arbitration shall identify  the Agreement(s)  involved in  the dispute,  the
 issues to be  resolved in  the view of  the Petitioner,  and the  arbitrator
 selected by  the Petitioner.   The  term "days"  as used  herein shall  mean
 calendar days.

 14.2 The Respondent shall appoint an arbitrator within 30 days of  receiving
 a request  by  the  Petitioner  in  writing  and  served  via  certified  or
 registered mail, return receipt requested,  to do so.   At the same time  as
 the appointment, the Respondent shall identify  in writing any issues  which
 in its view must  be resolved in the  arbitration proceeding and which  were
 not identified by the  Petitioner.  If the  Respondent fails to appoint  its
 arbitrator within 30 days of  being requested to do  so, in writing, by  the
 Petitioner, the  Petitioner  shall have  the  right to  appoint  the  second
 arbitrator.  Within 30 days after their appointment, the two arbitrators  so
 chosen shall  select a  third arbitrator  to  act as  umpire.   If  the  two
 arbitrators do not agree as to the selection of a third arbitrator within 60
 days after their appointment, the third arbitrator shall be selected from  a
 list of six individuals (three named by  each arbitrator) by a judge of  the
 federal district court in Dallas County, Texas.

 14.3 Each arbitrator shall be a disinterested, active or retired official or
 officer of an  insurance or reinsurance  company, not under  the control  or
 management of either party to this  Agreement, and shall have experience  in
 the class and type of business subject to this dispute.

 14.4  Within  30 days after  notice of appointment  of all arbitrators,  the
 Petitioner and the Respondent shall each  submit a statement of position  to
 the Panel.

 14.5 Within 60 days  after notice of  appointment of  all arbitrators,  each
 party shall provide the other with its relevant books, records, and/or other
 papers not protected from disclosure by either the work-product or  attorney
 client privilege.   Other  than the  exchange  of relevant  documents,  both
 parties shall refrain from engaging in any type of discovery including,  but
 not limited to, depositions and interrogatories.

 14.6 Within 30 days following the exchange of documents, the Petitioner  and
 the Respondent shall submit re-hearing briefs to the Panel.

 14.7 Unless some  other  location  is mutually  agreeable  to  the  parties,
 arbitration proceedings shall take place within the municipality wherein the
 Home Office of the Company is  located.  Arbitration shall commence as  soon
 as practicable but in no event longer  than 120 days after selection of  the
 third arbitrator with notice thereof to the parties.  The specific time  and
 site of arbitration shall  be promptly agreed  to by the  parties, or if  no
 Contract is reached, then determined by the Panel.

 14.8 The Panel shall be relieved from applying the strict rules of  evidence
 and/or procedure  and  shall make  its  decision  based on  the  custom  and
 practice of  the  insurance and  reinsurance  business with  a  view  toward
 effecting this Agreement in a reasonable  manner.  Should either party  fail
 to appear at an  arbitration hearing and/or fail  to furnish the Panel  with
 any subpoenaed papers or information, the  Panel is empowered to proceed  ex
 parte.  The Panel shall make its award within 60 days following the close of
 the hearing.  The majority decision of the Panel shall be final and  binding
 upon the parties and shall be reduced to a written award, which may  include
 factual findings, and shall be signed  by any two of the three  arbitrators,
 dated and delivered  overnight to  the parties.   The Panel  may award  pre-
 judgment and post-judgment interest, but in  no case shall the authority  of
 the Panel extend to awarding punitive or exemplary damages.  Judgment may be
 entered upon the award by any court having jurisdiction.

 14.9 The expense of  its own arbitrator,  but shall equally  share with  the
 other the  expense of  the third  arbitrator.   In the  event that  the  two
 arbitrators are chosen by one party,  as above provided, the expense of  the
 two arbitrators, the third arbitrator and  the arbitration shall be  equally
 divided between the Petitioner and the  Respondent.  Unless mutually  agreed
 other wise, a court reporter transcript  shall be taken of the hearing  with
 costs to be  divided equally between  the parties.   The remaining costs  of
 arbitration shall be allocated by the Panel.

 14.10     The  Arbitration  proceeding   brought  hereunder,   any  or   all
 provisions contained herein, and arbitration awards entered pursuant to this
 Article are specifically governed by, subject  to and enforceable under  the
 Federal Arbitration  Act (Title  9, United  States Code,  Sections 1-14,  as
 amended.)

 14.11     Each party agrees that time is of the essence with respect to  all
 terms and conditions referenced in this Article.  All deadlines contained in
 this Article may be extended by mutual  Contract of the parties, and if  the
 Panel has been selected, the Panel's Contract must also be obtained.

 14.12     Each party agrees that any  arbitration award entered pursuant  to
 and governed by this Article shall  not have any precedential or  collateral
 estoppel effect on  future arbitrations, proceedings,  or controversies,  if
 any, between the  parties.  Any  claim of res  judicata or claim  preclusion
 shall itself be subject to arbitration.

 14.13     This Article shall survive the termination of this Agreement.


 ARTICLE 15 - HONORABLE UNDERTAKING
 ----------------------------------
 15.1 The purposes of  this Agreement  are not to  be defeated  by narrow  or
 technical legal interpretations of its provisions.  This Agreement shall  be
 construed as  an honorable  undertaking and  should be  interpreted for  the
 purpose of giving effect to the intentions of the parties hereto.


 ARTICLE 16 - ASSESSMENTS AND ASSIGNMENTS
 ----------------------------------------
 16.1 The Reinsurer  hereby assumes  liability for  its one  hundred  percent
 (100%) quota share  reinsurance participation with  respect to  any and  all
 costs, assessments or assignments imposed as a result of Policies  reinsured
 hereunder (whether before or after the termination of this Agreement) levied
 or made by  a guaranty fund,  insolvency fund, plan,  pool, association,  or
 other arrangement  created  by  statute or  regulation  including,  but  not
 limited to, assessments levied  by the Texas  Property & Casualty  Insurance
 Guaranty Association.  The  Company shall account to  the Reinsurer for  any
 recovery or any credit allowed to the Company against its premium taxes, and
 return to the Reinsurer its share of any recovery or credit.


 ARTICLE 17 - CONSERVATION, LIQUIDATION OR INSOLVENCY
 ----------------------------------------------------
 17.1 In the event of the insolvency of the Company, the Reinsurance afforded
 by this Agreement shall be payable directly by the Reinsurer to the  Company
 or its  liquidator, receiver  or statutory  successor on  the basis  of  the
 liability of the Company under the  Policies, without diminution because  of
 the insolvency of  the Company,  in accordance  with the  provisions of  any
 State Law which may be involved except:

  a.  where  the  Agreement  specifically  provides  another  payee  of  such
      reinsurance in the event of the insolvency of the Company; or
  b.  where the  Reinsurer with  the consent  of  the direct  insured(s)  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 obligations of the Company to the payees.

 17.2 In the event of the insolvency of the Company, the liquidator, receiver
 or statutory  successor of  the Company  shall give  written notice  to  the
 Reinsurer of the  pendency of  a claim against  the insolvent  Company on  a
 Policy within a reasonable time after such claim is filed in the  insolvency
 proceedings.   During  the  pendency  of  such  claim,   the  Reinsurer  may
 investigate such claim and interpose at  its own expense, in the  proceeding
 where such claim is to be adjudicated, any defense or defenses which it  may
 deem available  to the  Company or  its  liquidator, receiver  or  statutory
 successor.  The expense thus incurred by the Reinsurer shall be  chargeable,
 subject to court  approval, against  the insolvent  Company as  part of  the
 expense of  liquidation to  the extent  of the  proportionate share  of  the
 benefits which may accrue to the Company  solely as a result of the  defense
 undertaken by the Reinsurer.

 17.3 If two (2)  or more reinsurers  are involved in  the same  claim and  a
 majority in interest elects 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.

 17.4 As  respects  subject  business  assumed  as  reinsurance  under   this
 Agreement, the  parties  agree  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  Company  is
 permitted to have all its liabilities under the Policies reinsured hereunder
 assumed  by  another  licensed  insurer,  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 payments thereof directly to the substituted insurer.

 17.5 In the event the foregoing provisions  apply, 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 18 - HOLD HARMLESS
 --------------------------
 18.1 In consideration of these presents and the reciprocal benefits  derived
 by the Company and  the Reinsurer, the Reinsurer  assumes liability for  any
 and  all  uncollected  balances,   unsettled  finance  agreements,   claims,
 commission adjustments, losses,  loss corridors, demands,  causes of  action
 (including, but  not limited  to, violations  of the  Texas Deceptive  Trade
 Practices Act or insurance laws or regulations), damages (including, but not
 limited to, any and all extra  contractual or liability in excess of  policy
 limits), judgments and expenses (including,  but not limited to,  attorney's
 fees and costs of court) which may be made against the Company and which are
 incurred, either directly or indirectly,  in connection with this  Agreement
 or contracts related  to this Agreement  or any actions  or failure to  take
 action by the  Managing General  Agent or  any agent  or by  the Company  in
 successfully asserting  its  rights hereunder  in  connection with  or  with
 respect to this Agreement.

 Notwithstanding anything to the contrary, this provision shall not apply to:
  a.  fraud, dishonesty,  theft or  collusion on  the part  of any  Director,
      Officer or employee of the Company; or
  b.  policies not reinsured hereunder; or
  c.  the Company's failure to perform its duties and obligations under  this
      Agreement due to the Company's gross negligence.

 18.2      If, for any reason, the Managing General Agent or 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),  the
 Reinsurer shall appoint, a third party,  subject to the Company's  approval,
 to administer the business  in accordance with the  terms and conditions  of
 this Agreement  and the  agreement with  the Managing  General Agent.    The
 Reinsurer shall  be responsible  for the  cost of  such administration.  The
 Company  agrees  to  cooperate  with  the  Reinsurer  and  the  third  party
 administrator in the run-off  of the business. If  return premiums or  other
 funds  need  to  be   returned  or  paid   to  premium  finance   companies,
 policyholders, sub-agents or any other party, the Reinsurer shall pay  these
 amounts if the Managing General Agent or agent does not.


 ARTICLE 19 - REGULATORY MATTERS
 -------------------------------
 19.1 It is the parties' understanding that the Texas Department of Insurance
 views current premium due over ninety (90)  days past due (aged by item  and
 effective date)  from insureds  or their  designated representative  to  the
 Company as non-admitted assets.  In confirmation of the liabilities  assumed
 by the  Reinsurer under  this Agreement,  the Reinsurer  hereby assumes  its
 share of all liability and responsibility for all premiums in the course  of
 collection.

 19.2 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  and  settled) 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 the laws  of
 the State of Texas  and regulations promulgated  by any governmental  entity
 thereof, including  the  Texas  Department of  Insurance,  insofar  as  this
 reinsurance program is concerned, subject to the provisions of Article 17.

 19.3 The Reinsurer  and the  Company shall  not offset  obligations  arising
 under this  Agreement with  obligations arising  under any  other  agreement
 except to the extent permitted under state law and/or regulations.


 ARTICLE 20 - LOSS IN EXCESS OF POLICY LIMITS/EXTRA CONTRACTUAL OBLIGATIONS
 --------------------------------------------------------------------------
 20.1 This Agreement shall protect the Company for one hundred percent (100%)
 of any loss  in excess  of Policy limits  (XPL) and/or  one hundred  percent
 (100%) of the extra contractual obligations (ECO) and shall be deemed to  be
 a loss under  the Policy involved  and shall be  subject to this  Agreement.
 However, for  any one  occurrence, the  maximum ECO/XPL  loss the  Reinsurer
 shall be liable for is subject to $10,000,000  for any one risk.    Further,
 any amount in excess of a $10,000,000  ECO and/or XPL loss the Company  will
 retain 100%.

 20.2 Notwithstanding anything stated herein, this Agreement shall not  apply
 to any  extra contractual  obligation (ECO)  incurred by  the Company  as  a
 result of any fraudulent and/or criminal  act by any officer or director  of
 the Company acting  individually or collectively  or in  collusion with  any
 individual or corporation or any other organization or party involved in the
 presentation, defense or settlement of any claim covered hereunder.
 ARTICLE 21 - SAVINGS CLAUSE

 21.1 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, regulation  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.

 21.2 Should any portion  of this Agreement  be held to  be unenforceable  by
 Arbitration or any court  of competent jurisdiction,  the remainder of  such
 Agreement  shall  be  construed  as   if  originally  written  without   the
 unenforceable portion thereof, giving effect to  the extent possible of  the
 original intent of  the parties  hereto as  expressed in  such Agreement  as
 originally written.


 ARTICLE 22 - UNAUTHORIZED (NON-ADMITTED) REINSURANCE
 ----------------------------------------------------
 22.1 In the event the  Company is unable to  take reserve credit under  this
 agreement or the  Reinsurer's AM Best  rating is below  "A-", the  Reinsurer
 hereby agrees to secure delivery to the Company, prior to the effective date
 of this Agreement, a clean, irrevocable, evergreen, unconditional letter  of
 credit drawn on a bank that  is a member of  the Federal Reserve System  and
 approved by  the National  Association of  Insurance Commissioners,  and  in
 accordance with  the  rules  and  regulations as  set  forth  by  the  Texas
 Department  of   Insurance  or   any  other   regulatory  authority   having
 jurisdiction, for an amount equal to  the Reinsurer's share of the  reserves
 for unearned premium  and outstanding  losses and  loss expenses,  including
 incurred but  not  reported losses.    The  Company agrees  to  furnish  the
 Reinsurer with necessary  accounting data to  establish the  amount of  such
 letter of credit.

 22.2 In the  event  the  Reinsurer  and  the  Company  mutually  agree,  the
 Reinsurer may, instead of  complying with Article 22.1,  enter into a  trust
 agreement and establish a trust account for the benefit of the Company in  a
 bank that  is  a member  of  the Federal  Reserve  System, approved  by  the
 National Association of Insurance Commissioners  and in accordance with  the
 rules and regulations as set forth  by the Texas Department of Insurance  or
 any other regulatory authority  having jurisdiction.   Such amount shall  be
 determined in accordance with Article 22.1 above.

 22.3 The assets deposited in the trust account shall be valued, according to
 their  current  fair  market  value,  and   shall  consist  only  of   cash,
 certificates of deposit, and/or  investments of the  types permitted by  the
 Texas Insurance Code, Article 5.75-1 (d), provided that such investments are
 issued by an institution that is not the parent, subsidiary, or affiliate of
 either the guarantor or the beneficiary.

 22.4 The trust  agreement  shall further  require  that all  settlements  of
 account between  the  Company and  the  Reinsurer be  made  in cash  or  its
 equivalent.

 22.5 The Reinsurer and the Company hereby agree that the Letter of Credit or
 the assets in the trust account  established pursuant to this Agreement  may
 be  withdrawn  by  the  Company  at  any  time,  notwithstanding  any  other
 provisions in  this  Agreement.   Such  withdrawals shall  be  utilized  and
 applied by the Company  or its successors in  interest by operation of  law,
 including without  limitation any  liquidator, rehabilitator,  receiver,  or
 conservator of such Company, without diminution because of insolvency on the
 part of the Company or the Reinsurer, only for the following purposes:

  a.  to reimburse the Company for the Reinsurer's share of premiums returned
      to the owners of Policies reinsured under this Agreement on account  of
      cancellations of such Policies; or
  b.  to reimburse the Company  for the Reinsurer's  share of surrenders  and
      benefits or losses paid  by the Company pursuant  to the provisions  of
      the Policies reinsured under this Agreement; or
  c.  in the event of notice of termination of the trust, to fund an  account
      with the Company in an amount at least equal to the reinsurers share of
      reserves described in Article 22.1 above; or
  d.  to pay any other amounts due the Company under this Agreement.


 ARTICLE 23 - PROGRAM REVIEW
 ---------------------------
 23.1 The Reinsurer acknowledges that it has been afforded the opportunity to
 review the records of the Managing  General Agent including but not  limited
 to rate levels, rate filings,  underwriting guidelines and claims  handling.
 Although  the  Company  may  perform reviews as well,  it is understood that
 the  participation  of the Reinsurer  on  this  Agreement  is based upon its
 continuing due diligence and not based upon due  diligence  performed by the
 Company.


 ARTICLE 24 - MISCELLANEOUS
 --------------------------
 24.1 This Agreement has been made and entered into in the State of Texas.

 24.2 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.

 24.3 This Agreement shall be binding upon the parties hereto, together  with
 their respective executors, administrators, personal representatives,  heirs
 and assigns.

 24.4 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.

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

 24.6 This  Agreement  is  the  entire  Agreement  between  the  parties  and
 supersedes one and all previous agreements, written or oral, and  amendments
 thereto.

 24.7 A waiver by the Company, the Reinsurer or its designated representative
 of any breach or default by the  other party under this Agreement shall  not
 constitute a continuing waiver or a waiver by the Company, the Reinsurer  or
 its designated representative of any subsequent act in breach or of  default
 hereunder.

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


                             SCHEDULE OF BUSINESS

 The Company, the  Reinsurer and the  Managing General Agent  agree that  the
 Managing General Agent has the authority to accept, on forms approved by the
 Company, any  Policy,  endorsement,  binder, certificate,  or  proposal  for
 insurance. The  Managing  General  Agent's  authority  is  limited  by  this
 Schedule of Business.

   Overall:
           Projected premium volume           $40,000,000
           Territory                          Texas only
           Maximum policy term                Twelve months

   Lines of business and maximum limits of liability

                Coverage                           Maximum Limits
           Bodily Injury Liability            $  25,027 each person
                                              $  50,027 each accident
           Property Damage Liability          $  25,027 each accident

           Uninsured/Underinsured Motorists
              Bodily Injury                   $  25,027 each person
                                              $  50,027 each accident
              Property Damage                 $  25,027 each accident

           Personal Injury Protection         $   2,527 each person

           Medical payments                   $     527 each person

           Physical Damage                    $  50,000 each automobile

 This Agreement does not apply to and specifically excludes the following:
  a.  Any business not produced by AMERICAN HALLMARK GENERAL AGENCY, INC., or
  b.  Any business not classified  as private passenger automobile  liability
      or physical damage, or
  c.  Exclusions specified  within  the  Quota  Share  Reinsurance  Agreement
      Number HFS-04-001.

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


 Signature page follows

<PAGE>

 AMERICAN HALLMARK INSURANCE COMPANY OF TEXAS


 BY:_____________________________________


 ITS:____________________________________



 OLD AMERICAN COUNTY MUTUAL FIRE INSURANCE COMPANY


 BY:_____________________________________


 ITS:____________________________________