EXHIBIT 10 (A)


                      QUOTA SHARE RETROCESSION AGREEMENT
                          Effective:  July 1, 2000

                         entered into by and between

                 AMERICAN HALLMARK INSURANCE COMPANY OF TEXAS
                                Dallas, Texas

                                     and

                         DORINCO REINSURANCE COMPANY
                              Midland, Michigan




                       JOHN B. COLLINS ASSOCIATES, INC.

                           8300 Norman Center Drive

                         Minneapolis, Minnesota 55437

<PAGE>

                                   CONTENTS


 ARTICLE                                                          PAGE

       1        BUSINESS REINSURED                                  1

       2        COVER                                               1

       3        COMMENCEMENT AND TERMINATION                        2

       4        TERRITORY                                           3

       5        WARRANTY                                            3

       6        EXCLUSIONS                                          4

       7        ACCOUNTS AND REMITTANCES                            5

       8        CEDING COMMISSION                                   6

       9        COMMISSION ADJUSTMENT                               6

      10        DEFINITIONS                                         8

      11        ORIGINAL CONDITIONS                                 9

      12        CURRENCY                                            9

      13        LOSS AND UNEARNED PRMEIUM RESERVE FUNDING           9

      14        TAXES                                               9

      15        LOSS AND LOSS EXPENSE                              10

      16        EXTRA CONTRACTUAL OBLIGATIONS AND EXCESS
                  OF POLICY LIMITS                                 11

      17        ASSESSMENTS AND ASSIGNMENTS                        12

      18        DELAY, OMISSION OR ERROR                           12

      19        INSPECTION                                         12

      20        ARBITRATION                                        12

      21        SERVICE OF SUIT                                    13

      22        INSOLVENCY                                         13

      23        ENTIRE AGREEMENT                                   13

      24        INTERMEDIARY                                       13

<PAGE>

                      QUOTA SHARE RETROCESSION AGREEMENT


 This Agreement is  made and entered  into by and  between AMERICAN  HALLMARK
 INSURANCE COMPANY OF TEXAS, Dallas, Texas (hereinafter called the "Company")
 and DORINCO REINSURANCE COMPANY,  Midland, Michigan (hereinafter called  the
 "Reinsurer").


                                  ARTICLE 1

 BUSINESS REINSURED

 This Agreement is to share with the Reinsurer the interests and  liabilities
 of the  Company under  all Policies  classified by  the Company  as  Private
 Passenger Automobile Business (including Motorist Bodily Injury and Property
 Damage, Physical Damage, Uninsured/ Underinsured Motorist Bodily Injury  and
 Property Damage and  Personal Injury Protection)  written or  renewed by  or
 through American Hallmark  General Agency, Inc.,  Dallas, Texas  for and  on
 behalf of  State  and County  Mutual  Insurance Company,  Ft.  Worth,  Texas
 (hereinafter called the  "Issuing Carrier") and  assumed by  the Company  as
 reinsurance from the  Issuing Carrier, during  the term  of this  Agreement,
 subject to the terms and conditions herein contained.

 It is understood that the business reinsured under this Agreement is  deemed
 to include  coverages  extended 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 Issuing Carrier's Policies when they include or are deemed
 to include so called "out of state insurance" provisions.


                                  ARTICLE 2

 COVER

 At inception,  the Company  will  cede, and  the  Reinsurer will  accept  as
 reinsurance, a 65% share of all business reinsured hereunder.

 At the  end of  each Underwriting  Period (as  defined in  Article 10),  the
 Company may request that the quota  share percentage applicable to  Policies
 attaching during that Period be adjusted back to the beginning of the Period
 to a minimum of 55% or a maximum of 70%.  Any such request shall be made  as
 soon as practicable after  the end of the  Underwriting Period and be  based
 solely on the Company's desire to  achieve a certain net written premium  to
 policyholders surplus ratio, not  its loss ratio.   Any and all  retroactive
 quota share percentage adjustments  must be agreed  by the Reinsurer,  which
 agreement will  not  be unreasonably  withheld.   The  Reinsurer  agrees  to
 communicate to  the Company  its acceptance  or rejection  of the  Company's
 request within  two  working  days  after  receipt.    In  the  event  of  a
 retroactive adjustment, the additional or return premium, ceding  commission
 and paid losses shall be reflected in the Company's next monthly report.

 In  no  event  shall  the  net  written  premium  ceded  hereunder  for  any
 Underwriting Year exceed $24,000,000.
<PAGE>

                                  ARTICLE 3

 COMMENCEMENT AND TERMINATION

 This Agreement shall become effective at 12:01 a.m., Central Standard  Time,
 July 1,  2000, with  respect to  losses under  policies written  or  renewed
 (i.e., attaching) on or after that time  and date, and shall remain in  full
 force and effect until terminated as provided in the following paragraph.

 Either the Company or the Reinsurer  shall have the right to terminate  this
 Agreement as of 12:01 a.m., Central Standard Time, any January 1 or July  1,
 by giving 90 days' prior notice in writing.

 In the event of termination of  this Agreement, the Reinsurer will  continue
 to cover all Policies coming within  the scope of this Agreement,  including
 those written or  renewed during  the period  of notice,  until the  natural
 expiration or anniversary of such Policies,  whichever occurs first, but  in
 no event longer than 12 months from the date of termin-ation.

 However, in the event that any Policy is required by law or regulation to be
 continued in  force,  the Reinsurer  will  continue to  remain  liable  with
 respect to each such  Policy until the Issuing  Carrier may legally  cancel,
 non-renew  or  otherwise eliminate liability under  such Policy or Policies.
 This provision will  include but is  not limited to  Policies which must  be
 issued or  renewed because  a producing  agent, broker  or managing  general
 agent cannot  be  canceled  or  has not  been  timely  canceled,  until  the
 expiration date of such Policies.

 Upon termination, the  Company, at its  option, may elect  to terminate  the
 Reinsurer's liability for all losses occurring subsequent to termination, in
 which case  the Reinsurer  will return  to the  Company the  ceded  unearned
 premium reserve as  of the  time and  date of  termination (less  previously
 allowed ceding commission).



                                  ARTICLE 4

 TERRITORY

 This Agreement will cover wherever the Issuing Carrier's Policies cover.
<PAGE>

                                  ARTICLE 5

 WARRANTY

 It is  warranted for  purposes of  this Agreement  that the  maximum  Policy
 limits for  which American  Hallmark General  Agency,  Inc. shall  have  the
 authorization to bind the Issuing Carrier for business ceded hereunder shall
 be as follows or so deemed:

 A.   Bodily Injury, per person/per accident       $20,020/$40,020

 B.   Property Damage, per accident                $15,020

 C.   Physical Damage                              Actual Cash Value (ACV)
                                                   not to exceed $40,020 per
                                                   vehicle

 D.   Personal Injury Protection, per
      person/per accident                          $2,520

      Uninsured/Underinsured Motorist Bodily
      Injury, per person/per accident              $20,020/$40,020

      Uninsured/Underinsured Motorist Property
      Damage, per accident                         $15,020

 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.


                                  ARTICLE 6

 EXCLUSIONS

 This Agreement does not cover:

 All business not specifically described in the BUSINESS REINSURED ARTICLE of
 this Agreement.

 Garagekeepers legal liability.

 Vendors single interest.

 Vehicles principally used as ambulances, fire and police units.

 Commercial vehicles rated as such, and all automobile fleets.

 Mobile homes.

 Automobile dealers.

 War risks as excluded in the attached North American War Exclusion Clause
 (Reinsurance) No. 08-45.

 Business excluded by the attached Nuclear Incident Exclusion Clauses B
 Liability B Reinsurance B U.S.A., No. 08-31.1 and Canada, No. 08-32.1.
<PAGE>

 Business excluded by the attached Nuclear Incident Exclusion Clauses B
 Physical Damage B Reinsurance B U.S.A., No. 08-33 and Canada,
 No. 08-34.2.

 Assumed reinsurance, except for reinsurance assumed by the Company from
 State and County Mutual Insurance Company.

 Vehicles used in racing or speed events.

 Taxis, limos, buses and livery.

 Pools, Associations and Syndicates, except losses from Assigned Risk Plans
 or similar styled plans/pools are not excluded.

 Loss  or  damage  or costs or expenses arising from seepage and/or pollution
 and/or  contamination,  other  than   contamination   from   smoke   damage.
 Nevertheless,  this  exclusion  does  not  preclude  any payment of the cost
 of the removal of debris of property damaged  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.

 Should the Issuing Carrier be assigned  a risk under an Assigned Risk  Plan,
 or similar  mandatory plan,  which is  otherwise excluded  by the  foregoing
 exclusions list,  the  Reinsurer  will waive  such  exclusions  (other  than
 exclusions H., I. and J.) in respect of such assigned risks.

 Errors and omissions notwithstanding, if without the knowledge and  contrary
 to the instructions  of its supervisory  personnel, the  Issuing Carrier  is
 bound on a risk specifically excluded  hereunder, other than exclusions  H.,
 I., and  J.,  or by  an  existing  insured extending  its  operations,  such
 reinsurance as would have  been afforded but for  the exclusion shall  apply
 for a period of 30 days following receipt by said underwriting personnel  of
 knowledge thereof.


                                  ARTICLE 7

 ACCOUNTS AND REMITTANCES

 Within 60 days following the end of each month, the Company will render a
      net account  to  the  Reinsurer  for  the  current  Underwriting  Year,
      segregated by  Underwriting Period.   Prior  Underwriting Years  having
      activity during the month will be accounted for separately in a similar
      manner.  Such account will contain the following:

      Ceded net written premium (i.e., ceded gross written premium, including
           the Reinsurer's share of 100% of the Policy fees, less returns and
           cancellations), under  Policies  attaching  to  each  Underwriting
           Period; less

      1.   The ceding commission as provided for in this Agreement; less

      2.   Loss and loss expense paid under Policies attaching to each
           Underwriting Period; plus

      3.   Subrogation, salvage, or other recoveries attributable to Policies
           attaching to each Underwriting Period.
<PAGE>

      Within 60 days following the end of the month the debtor party will
      remit to the creditor party any balance due.

      This account will also bear a notation advising of the following
      information, separately for each Underwriting Period:

      Outstanding loss and loss expense reserve at the end of the month;

      The unearned premium reserve at the end of the month;

      Should loss attributable to an ISO catastrophe(s) be involved, the  ISO
           number(s) and the paid loss and  loss expense and the  outstanding
           loss and loss expenses applicable.

 Within 60 days following  the end of each  calendar year, the Company  shall
      furnish to the Reinsurer any other information reasonably available  to
      the Company which the Reinsurer may  require for its Annual  Convention
      Statement.


                                  ARTICLE 8

 CEDING COMMISSION

 The Reinsurer  will allow  the Company  a provisional  ceding commission  of
 41.0% of the ceded net written premium.  Return commission shall be  allowed
 on return premiums at the same rate.


                                  ARTICLE 9

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

           Within 60  days  after  24  months  from  the  beginning  of  each
           Underwriting Year, the Company  will calculate an adjusted  ceding
           commission  for  the  Underwriting  Year  then  expired  based  on
           premiums earned and losses incurred.   The ceding commission  paid
           to that date,  whether provisional or  prior adjustment, shall  be
           adjusted between the parties as appropriate.   At the end of  each
           Underwriting Year, adjustments will  continue to be made  annually
           until all  losses have  been paid  or closed,  at which  time  the
           ceding commission will become final.

           Premium earned for the period shall mean all net written premium
           ceded to this Agreement for Policies attaching to the Underwriting
           Year, less the ceded unearned premium reserve as of the date of
           calculation.

      4.   Losses incurred  for  the period  shall  mean the  loss  and  loss
           expense paid  by  the  Reinsurer  (less  salvages  and  recoveries
           received) under Policies attaching to the Underwriting Year,  plus
           the ceded loss  and loss expense  reserves outstanding  as of  the
           date of calculation.
<PAGE>

 B.   1.   Should the ratio of losses incurred to premium earned be 64.5%  or
      higher, then the adjusted ceding commission shall be 31.0%.

      2.   Should the ratio of losses incurred to premium earned be less than
      64.5%, then the adjusted commission shall  be determined by adding  one
      percentage point to  the ceding  commission for  each percentage  point
      reduction loss ratio subject to a ceding commission of 41.0% at a  loss
      ratio of 54.5% or less.

      3.   Should the ratio of losses incurred  to premium earned be  greater
      than 64.5% or less than 54.5%,  the difference between the actual  loss
      ratio and 64.5% or 54.5%, as the case may be, will be multiplied by the
      earned premium for the Underwriting Year and carried forward as a debit
      or credit  to the  ensuing Underwriting  Year calculation.    Following
      termination  of  this  Agreement  any  debit  or  credit   carryforward
      remaining after  the final  adjustment of  the concluding  Underwriting
      Year will be null and void.

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

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

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


                                  ARTICLE 10

 DEFINITIONS

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

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

      1.   The first Underwriting Year shall be the period from July 1, 2000
           through June 30, 2001;

      2.   Each subsequent 12-month period commencing on July 1 shall be
           considered a separate Underwriting Year.
<PAGE>

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

      The term "Underwriting Period" as used in this Agreement shall be
           defined as follows:

      The first Underwriting Period shall be the period from July 1, 2000
           through September 30, 2000;

      Each subsequent 3-month period shall be considered a separate
           Underwriting Period.

      Those Policies with an inception, renewal or anniversary date during  a
      given Underwriting  Period  shall  be  considered  "attached"  to  that
      Underwriting Period.

      All premium attributable to, and all loss arising out of such  Policies
      until expiration, cancellation, or  next anniversary, whichever  occurs
      first, will be ascribed to that Underwriting Period.


                                    ARTICLE 11

 ORIGINAL CONDITIONS

 All insurances falling  under this Agreement  shall be subject  to the  same
 terms, rates,  conditions  and  waivers,  and  to  the  same  modifications,
 alterations and  cancellations as  the respective  Policies of  the  Issuing
 Carrier (except  that in  the event  of the  insolvency of  the Company  the
 provisions of the INSOLVENCY ARTICLE of this Agreement shall apply) and  the
 Reinsurer shall be credited with its exact proportion of the original  gross
 premium (including Policy fees) received by the Company.


                                  ARTICLE 12

 CURRENCY

 The currency to be used for all purposes of this Agreement shall be United
 States of America currency.

                                  ARTICLE 13

 LOSS AND UNEARNED PREMIUM RESERVE FUNDING

 With respect  to loss  and unearned  premium reserves,  funding will  be  in
 accordance with the attached Loss Funding Clause No. 13-04.
<PAGE>

                                  ARTICLE 14

 TAXES

 The Company will be liable for taxes (except Federal Excise Tax) on premiums
 reported to the  Reinsurer hereunder.   Federal Excise Tax  applies only  to
 those Reinsurers,  excepting  Underwriters  at  Lloyd's,  London  and  other
 Reinsurers exempt from the Federal Excise Tax, who are domiciled outside the
 United States of America.

 The Reinsurer has  agreed to  allow for the  purpose of  paying the  Federal
 Excise Tax 1% of the  premium payable hereon to  the extent such premium  is
 subject to Federal Excise Tax.

 In the event of any return of premium becoming due hereunder, the  Reinsurer
 will deduct 1% from the amount of the  return, and the Company or its  agent
 should take steps to recover the Tax from the U.S. Government.


                                  ARTICLE 15

 LOSS AND LOSS EXPENSE

 Any loss  settlement  made  by the  Company,  whether  under  strict  Policy
 conditions or by way  of compromise, shall  be unconditionally binding  upon
 the Reinsurer in proportion  to its participation,  and the Reinsurer  shall
 benefit proportionally in all salvages and recoveries.

 The Reinsurer shall bear its proportionate share of all expenses incurred by
 the Company in the  investigation, adjustment, appraisal  or defense of  all
 claims  under  Policies  reinsured  hereunder  (excluding,  however,  office
 expenses and salaries  of officials of  the Company) and  shall receive  its
 proportionate share of any recoveries of such expenses.

 The Company will advise the Reinsurer by separate report, regardless of  any
 question on liability or coverage, of any claim involving the following:

 Fatalities.

 Bodily injuries involving:

      Brain stem, quadriplegia, paraplegia or severe paralysis,
      Serious burns,
      Amputations of major limbs,
      Serious impairment of vision.

 Potential coverage disputes or bad faith situations which may give rise to a
      payment for Excess of Policy Limits or Extra Contractual Obligations.

 Any claims that do not fall within these categories, but have a potential of
      significant liability to the Reinsurer.
<PAGE>

                                  ARTICLE 16

 EXTRA CONTRACTUAL OBLIGATIONS AND EXCESS OF POLICY LIMITS

 This Agreement shall protect the Company, where the loss includes any  Extra
 Contractual Obligations  for  100%  of  such Extra  Contractual Obligations.
 "Extra Contractual Obligations" are defined as those liabilities not covered
 under any other provision of this Agreement and which arise from handling of
 any claim on  business covered hereunder,  such liabilities arising  because
 of, but not limited to,  the following:  failure  by the Issuing Carrier  or
 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 in  the preparation  or prosecution  of an  appeal consequent  upon  such
 action.

 The date  on which  any  Extra Contractual  Obligation  is incurred  by  the
 Company shall  be  deemed, in  all  circumstances, to  be  the date  of  the
 original loss.

 In the event a loss  includes an amount in  excess of the Issuing  Carrier's
 Policy limit, 100% of such amount in excess of the Issuing Carrier's  Policy
 limit shall be added  to the amount of  the Issuing Carrier's Policy  limit,
 and the sum thereof shall be covered.

 For the purpose  of this  Article, the word  "loss" shall  mean any  amounts
 which the Issuing Carrier would have been contractually liable to pay had it
 not been for the limit of the original Policy.

 Notwithstanding the above, as respects any loss which includes either  Extra
 Contractual Obligations or Excess of Policy Limits or both, the  Reinsurer's
 limit of liability for Extra Contractual Obligations and/or Excess of Policy
 Limits shall be limited to $2,000,000 each loss in addition to the indemnity
 loss.

 However, this Article shall not apply  where the loss has been incurred  due
 to the fraud of a member of the Board of Directors or a corporate officer of
 the Issuing Carrier  or Company acting  individually or  collectively or  in
 collusion with any individual  or corporation of  any other organization  or
 party involved  in the  presentation, defense  or  settlement of  any  claim
 covered hereunder.

                                  ARTICLE 17

 ASSESSMENTS AND ASSIGNMENTS

 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)  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,  fees
 associated with the Auto Theft Prevention  Pool.  The Company shall  account
 to the Reinsurer for any recovery of such assessments, or any credit allowed
 to and realized by the Company from  the Issuing Carrier, and return to  the
 Reinsurer its share of any recovery or credit.
<PAGE>

                                  ARTICLE 18

 DELAY, OMISSION OR ERROR

 Any inadvertent delay, omission or error shall be not held to relieve either
 party hereto from any liability which  would attach to it hereunder if  such
 delay, omission or error had not  been made, providing such delay,  omission
 or error is rectified upon discovery.


                                  ARTICLE 19

 INSPECTION

 The Company shall place at the  disposal of the Reinsurer at all  reasonable
 times, and  the Reinsurer  shall  have the  right  to inspect,  through  its
 authorized representatives, all books, records and papers of the Company  in
 connection with any reinsurance hereunder or claims in connection herewith.


                                  ARTICLE 20

 ARBITRATION

 Any irreconcilable dispute  between the parties  to this  Agreement will  be
 arbitrated in  Dallas, Texas  in accordance  with the  attached  Arbitration
 Clause No. 22-01.1.


                                  ARTICLE 21

 SERVICE OF SUIT

 The attached Service of Suit Clause No. 20-01.5 B U.S.A. will apply to this
 Agreement.


                                  ARTICLE 22

 INSOLVENCY

 In the event of the insolvency of the Company, the attached Insolvency
 Clause No. 21-01 B 1/1/86 will apply.


                                  ARTICLE 23

 ENTIRE AGREEMENT

 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.   The  Agreement may  not be  modified, amended  or  changed
 except by an agreement in writing signed by both parties.
<PAGE>

                                  ARTICLE 24

 INTERMEDIARY

 John B. Collins Associates,  Inc. is hereby  recognized as the  intermediary
 negotiating this Agreement.  All  communications (including but not  limited
 to notices,  statements,  premiums,  return  premiums,  commissions,  taxes,
 losses, loss expenses, salvage and  loss settlements) relating hereto  shall
 be transmitted to  the Company  and the  Reinsurer through  John B.  Collins
 Associates, Inc., 8300 Norman Center Drive, Minneapolis, Minnesota 55437.

 Payments by the Company to John B. Collins Associates, Inc. shall be  deemed
 to constitute payment to the Reinsurer.   Payments by the Reinsurer to  John
 B. Collins Associates, Inc.  shall be deemed only  to constitute payment  to
 the Company to the  extent that such payments  are actually received by  the
 Company.

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

 Dallas, Texas, this ___________ day of ______________________________, 2000.


                _______________________________________________________
                AMERICAN HALLMARK INSURANCE COMPANY OF TEXAS

 Midland, Michigan, this __________ day of ___________________________, 2000.


                _______________________________________________________
                DORINCO REINSURANCE COMPANY