EXHIBIT 10 (a)

                                ADDENDUM NO. 3

                                    to the

                      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


 IT IS HEREBY AGREED, effective June 30, 2001, that paragraph B of ARTICLE 10
 - DEFINITIONS shall be deleted and the following substituted therefor:

      "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 September 30, 2001;

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

           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."

 IT IS FURTHER AGREED, effective July 1, 2001, with respect to policies
 issued or renewed on or after that date, that the fifth paragraph of ARTICLE
 16 - EXTRA CONTRACTUAL OBLIGATIONS AND EXCESS OF POLICY LIMITS (as amended
 by Addendum No. 2) shall be deleted and the following substituted therefor:

     "Notwithstanding the above, as respects any loss under policies
      attaching prior to July 1, 2001 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.  As respects any loss under policies attaching during
      the period from July 1, 2001 through September 30, 2001 and any loss
      under policies attaching to the second and subsequent Underwriting
      Years hereunder which include Extra Contractual Obligations and/or
      Excess of Policy Limits, the Reinsurer's limit of liability for Extra
      Contractual Obligations and/or Excess of Policy Limits shall be limited
      to $700,000 (i.e., 70% of $1,000,000) each loss in addition to the
      indemnity loss."

 IT IS ALSO AGREED, effective October 1, 2001, that the second paragraph of
 ARTICLE 3 - COMMENCEMENT AND TERMINATION shall be deleted and the following
 substituted therefor:

     "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,
      April 1, July 1 or October 1, by giving 60 days prior notice in
      writing."

 IT IS ALSO AGREED, effective October 1, 2001, with respect to policies
 attaching to Underwriting Periods commencing on or after that date, that
 ARTICLE 2 - COVER (as amended by Addendum No. 2) shall be deleted and the
 following substituted therefor:

                                  "ARTICLE 2
                                   ---------
      COVER
      -----
      The Company will cede, and the Reinsurer will accept as reinsurance, a
      70% 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 combined ceded net written premium and ceded
      collected net written premium hereunder for any Underwriting Year
      exceed $30,000,000.

      Notwithstanding the above, the Reinsurer shall have no liability for
      the amount by which incurred losses and loss adjustment expenses for
      any Underwriting Year is between 65% and 80% of ceded premium for the
      same Underwriting Year.  This "loss ratio corridor" between 65% and 80%
      shall be held net and unreinsured by the Company, and in addition to
      its quota share retention set forth above."

 IT IS ALSO AGREED, effective October 1, 2001, that this Contract shall be
 amended as follows:

 1.   Paragraph A of ARTICLE 7 - ACCOUNTS AND REMITANCES (as amended by
      Addendum No. 2) shall be deleted and the following substituted
      therefor:

      "A.  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:

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

           2.   Ceded collected net written premium (i.e., the portion of the
                ceded gross written premium, including the Reinsurer's share
                of 100% of the collected Policy fees, less returns and
                cancellations, which is actually received by the Company),
                under Direct Bill Policies attaching to each Underwriting
                Period; less

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

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

           5.   Subrogation, salvage, or other recoveries attributable to
                Policies attaching to each Underwriting Period.

           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:

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

           2.   The unearned premium reserve at the end of the month;

           3.   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."

 2.   ARTICLE 8 - CEDING COMMISSION (as amended by Addendum No. 2) shall be
      deleted and the following substituted therefor:

                                  "ARTICLE 8
                                   ---------
      CEDING COMMISSION
      -----------------
      The Reinsurer will allow the Company a provisional ceding commission on
      ceded net written premiums as respects non-Direct Bill Policies and
      ceded collected net written premium as respects Direct Bill Policies as
      follows:

      A.   For the period from July 1, 2000 to March 31, 2001, 41.0%;

      B.   For the period from April 1, 2001 to June 30, 2001, 34.0%;

      C.   For the period from July 1, 2001 to September 30, 2001, 31.0%;

      D.   As respects the second and subsequent Underwriting Years
           hereunder, 31.0%.

      Return commission shall be allowed on return premiums at the same rate
      for the same period."

 3.   Paragraph B of ARTICLE 9 - COMMISSION ADJUSTMENT (as amended by Addenda
      Nos. 1 and 2) shall be deleted and the following substituted therefor:

      "B. The adjusted ceding commission shall be calculated as follows:

           1.   As respects the first Underwriting Year calculation, the
                following shall apply:

                a.   For the period from July 1, 2000 to December 31, 2000,
                     if the ratio of losses incurred to premium earned is
                     64.5% or higher, then the adjusted ceding commission
                     shall be 31.0%.  If the ratio of losses incurred to
                     premium earned is 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.  If the ratio of
                     losses incurred to premium earned is 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.

                b.   For the period from January 1, 2001 to February 28,
                     2001, if the ratio of losses incurred to premium earned
                     is 64.0% or higher, then the adjusted ceding commission
                     shall be 31.0%.  If the ratio of losses incurred to
                     premium earned is less than 64.0%, 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 54.0% or less.  If the ratio of
                     losses incurred to premium earned is greater than 64.0%
                     or less than 54.0%, the difference between the actual
                     loss ratio and 64.0% or 54.0%, as the case may be, will
                     be multiplied by the earned premium for the Underwriting
                     Year and carried forward as a debit or credit to the
                     ensuing Underwriting Year calculation.

                c.   For the period from March 1, 2001 to March 31, 2001, if
                     the ratio of losses incurred to premium earned is 69.0%
                     or higher, then the adjusted ceding commission shall be
                     26.0%.  If the ratio of losses incurred to premium
                     earned is less than 69.0%, 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 54.0% or less.  If the ratio of
                     losses incurred to premium earned is greater than 69.0%
                     or less than 54.0%, the difference between the actual
                     loss ratio and 69.0% or 54.0%, as the case may be, will
                     be multiplied by the earned premium for the Underwriting
                     Year and carried forward as a debit or credit to the
                     ensuing Underwriting Year calculation.

                d.   For the period from April 1, 2001 to June 30, 2001, if
                     the ratio of losses incurred to premium earned is 65.0%
                     or higher, then the adjusted ceding commission shall be
                     26.0%.  If the ratio of losses incurred to premium
                     earned is less than 65.0%, 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
                     34.0% at a loss ratio of 50.0% or less.  If the ratio of
                     losses incurred to premium earned is greater than 65.0%
                     or less than 50.0%, the difference between the actual
                     loss ratio and 65.0% or 50.0%, as the case may be, will
                     be multiplied by the earned premium for the Underwriting
                     Year and carried forward as a debit or credit to the
                     ensuing Underwriting Year calculation.

                e.   For the period from July 1, 2001 to September 30, 2001,
                     if the ratio of losses incurred to premium earned is
                     65.0% or higher, then the adjusted ceding commission
                     shall be 26.0%.  If the ratio of losses incurred to
                     premium earned is less than 65.0%, 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
                     31.0% at a loss ratio of 50.0% or less.  If the ratio of
                     losses incurred to premium earned is greater than 65.0%
                     or less than 50.0%, the difference between the actual
                     loss ratio and 65.0% or 50.0%, as the case may be, will
                     be multiplied by the earned premium for the Underwriting
                     Year and carried forward as a debit or credit to the
                     ensuing Underwriting Year calculation.

           2.   As respects the second and subsequent Underwriting Years
                hereunder, if the ratio of losses incurred to premium earned
                is 65.0% or higher, then the adjusted ceding commission shall
                be 26.0%.  If the ratio of losses incurred to premium earned
                is less than 65.0%, 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 31.0% at a loss ratio of
                60.0% or less.  If the ratio of losses incurred to premium
                earned is greater than 65.0% or less than 60.0%, the
                difference between the actual loss ratio and 65.0% or 60.0%,
                as the case may be, will be multiplied by the earned premium
                for the Underwriting Year and carried forward as a debit or
                credit to the ensuing Underwriting Year calculation.

           Following termination of this Agreement any debit or credit
           carryforward remaining after the final adjustment of the
           concluding Underwriting Year will be null and void."

 The provisions of this Agreement shall remain otherwise unchanged.

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

 Dallas, Texas, this ___________ day of ________________________, 20__.


                _______________________________________________________
                AMERICAN HALLMARK INSURANCE COMPANY OF TEXAS

 Midland, Michigan, this __________ day of _____________________, 20__.

                _______________________________________________________
                DORINCO REINSURANCE COMPANY