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                                                                 EXHIBIT 10.14



                    MANAGING GENERAL AGENT AGREEMENT BY AND
                BETWEEN SUMMIT CONSULTING, INC. OF LOUISIANA AND
                  LOUISIANA EMPLOYERS MUTUAL INSURANCE COMPANY

         Agreement made May 29, 1997 between Louisiana Employers Mutual
         Insurance Company, hereinafter referred to as "Insurance Company", a
         corporation organized under the laws of the State of Louisiana, having
         its principle place of business at Baton Rouge, Louisiana, and Summit
         Consulting, Inc. of Louisiana, hereinafter referred to as "Summit", a
         corporation organized under the laws of the State of Louisiana, having
         its principle place of business at Baton Rouge, Louisiana.

                                   Section 1
                     Appointment of Managing General Agent

         Insurance Company appoints Summit as its Managing General Agent, to
         solicit applications for insurance policies and to collect such
         premiums as directed by Insurance Company. Summit shall act as the
         exclusive Managing General Agent of Insurance Company. Summit hereby
         accepts such appointment and agrees to render its services to
         Insurance Company in the management of claims, in the manner and to
         the extent set forth herein.

                                   Section 2
                               Term of Agreement

         This agreement shall become effective upon approval of the Louisiana
         Department of Insurance of Summit as a Managing General Agent and
         authorization for Insurance Company to begin doing business in the
         state of Louisiana, and such agreement shall continue in force for a
         term of 5 years, subject to the provisions of this agreement; and
         thereafter on a continuing basis as mutually agreed upon in accordance
         with the policies adopted by the Board of Directors of Insurance
         Company, provided that either party hereto shall have the right to
         terminate this agreement by giving not less than 30 days notice in
         writing to the other party in accordance with the provisions below.

                                   Section 3
                            Relationship of Parties

         The parties agree that the relationship created by this agreement is
         that of an independent contractor. Summit is not an employee of
         Insurance Company and the relationship created herein is not to be
         construed as a joint venture between Summit and Insurance Company or
         any form of partnership between Summit and Insurance Company.
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                                   Section 4
                                     Taxes

         Each party shall remain exclusively responsible for payment and
         discharge of all taxes, assessments or charges of any nature whatsoever
         that may be imposed or claimed against the party.

                                   Section 5
                                Duties of Summit

         5.1      Summit shall set up policies, maintain records and manage
                  claims of Insurance Company in such a manner as provided
                  herein. Premium audits shall be performed by Summit, along
                  with all record keeping and accounting services. All policy
                  administration, loss control prevention services and all
                  underwriting functions shall be performed by Summit. Summit
                  shall collect all sums due Insurance Company and pay all
                  items of expense in accordance with the policies of the Board
                  of Directors of Insurance Company. Summit shall also invest
                  policy surplus as approved by the Board of Directors and
                  properly account for all funds so handled, as provided
                  herein. Collection activities shall also be performed by
                  Summit. Such collection activities shall not include legal
                  pursuit of Insurance Company's claim and therefore, no legal
                  fees, court costs or other associated costs shall be incurred
                  by Summit on behalf of Insurance Company. Summit shall also
                  market insurance products for and on behalf of Insurance
                  Company.

                  5.2 Premium audit, as defined in this section, shall mean
                  analysis and tests of payroll records and other procedures
                  necessary to examine the correctness of premiums paid by
                  policyholders. The audit shall include examining, on a test
                  basis, evidence supporting the amounts and disclosures with
                  respect to the payroll and premiums paid by policyholders;
                  therefore, the audit will involve judgment about the number
                  of transactions to be examined and the areas to be tested.
                      However, because the audit will not include a detailed
                  examination of all transactions, there is a risk that
                  material errors, irregularities or illegal acts, including
                  fraud, may exist and not be detected by Summit.

                                   Section 6
                     Type of Insurance Authorized to Issue

         The classes of business of which Summit shall have jurisdiction shall
         be any and all types of business for which Insurance Company's charter
         presently authorizes and is approved by the Louisiana Department of
         Insurance and will continue to authorize from time to time.
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                                   Section 7
                       Underwriting Guidelines of Summit

         Summit shall agree to be bound by the following underwriting
         guidelines. Any modification of the underwriting guidelines must be in
         writing and signed by both parties.
         7.1      The maximum annual premium volume written shall be
                  $20,000,000.00, with $500,000.00 payable for one
                  policyholder.

         7.2      The basis of the rates to be charged shall be that of NCCI
                  rates, as approved and authorized by the Louisiana Department
                  of Insurance.

         7.3      The types of risks which may be written include worker's
                  compensation insurance or any risks authorized by the
                  Louisiana Department of Insurance that Insurance Company may
                  write.

         7.4      The maximum limits of liability for worker's compensation
                  insurance, are as statutorily defined by Louisiana law.
                  Maximum limits of employer's liability are up to a
                  $1,000,000.00 policy limit.

         7.5      All applicable policy exclusions are as provided in the
                  proposed NCCI policy forms.

         7.6      Policies shall only be written in the State of Louisiana.

         7.7      Policy cancellation provisions are as provided in NCCI policy
                  forms and allowed under Louisiana statute.

         7.8      The maximum policy period is one year.

                                   Section 8
                              Settlement of Claims

         8.1A     Summit shall have installment and lump sum settlement
                  authority with respect to the settling of claims on behalf of
                  Insurance Company. Lump sum settlement authority shall be
                  limited to $100,000.00, without the approval of an Officer of
                  Insurance Company.

         8.1B     For purposes of section 8.1, lump sum settlement shall mean
                  payment of an entire amount due at one time in lieu of
                  monthly installments.
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         8.2      Summit shall hold all settlement documents, records and files
                  available for purposes of inspection, review, audit and
                  copying by Insurance Company at all times, upon reasonable
                  request..

         8.3A     It shall be the duty of Summit to timely report all claims to
                  Insurance Company. The duty to respond will be discharged by
                  a report to any officer of Insurance Company. Insurance
                  Company shall retain the right to request a copy of the claim
                  file. Upon such request, or as soon as it becomes known that
                  the claim:

                  i)       has the potential to exceed an amount determined by
                           the Commissioner or exceeds the limits set by
                           Insurance Company, whichever is less, if applicable;

                  ii)      involves a coverage dispute;

                  iii)     may exceed Summit's claims settlement authority;

                  iv)      is open for more than six (6) months; or

                  v)       is closed by payment of an amount set by the
                           Commissioner or an amount set by the company, which
                           ever is less, if applicable,

                  a copy of the claim file shall be sent to the insurer. With
                  respect to section 8.3A, "timely" shall be defined as any 24
                  hour period. If the expiration of such 24 hour period shall
                  fall on a weekend or holiday, the period shall be extended to
                  the first business day following said weekend or holiday.

         8.3B     The Louisiana Department of Insurance or any other
                  appropriate government agency may request such documents and
                  Summit shall comply with all governmental orders effecting
                  Insurance Company. If, however, Summit is aware that
                  Insurance Company is legally contesting such action, or
                  intends to legally contest such action, Summit shall refuse
                  to comply with such governmental request or order, until a
                  final court order is obtained in favor of the governmental
                  request or order.

         8.4      Insurance Company shall have the right to review and/or audit
                  all settlement documents and settlement files, at anytime,
                  with proper notice.

         8.5      All claim files shall be the property of Insurance Company.
                  Upon order of liquidation of Insurance Company, files shall
                  become the sole property of Insurance Company or its estate.
                  Summit shall have reasonable access to and the right to copy
                  the files on a timely basis.
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         8.6      Any settlement authority granted to Summit may be terminated
                  for cause upon Insurance Company's written notice to Summit
                  or upon termination of the contract.

         8.7      Insurance Company may suspend settlement authority of Summit
                  during the pendency of any dispute regarding the cause for
                  termination.

                                   Section 9
                                    Records

         9.1      It shall be the duty and responsibility of Summit to maintain
                  separate records of all matters pertaining to this agreement.
                  Insurance Company shall have access to and the right to copy
                  all accounts, electronic data files and records related to
                  its business in a form useable by Insurance Company and the
                  Commissioner of Insurance for the State of Louisiana or any
                  regulatory authority, upon reasonable request. Access to all
                  books, bank accounts, and records of Summit in a form usable
                  to the Commissioner of Insurance or regulatory authority
                  shall be given. Such records shall be retained pursuant to
                  rules and regulations, as amended from time to time and
                  promulgated by the Commissioner of Insurance.

         9.2      In the event of the termination of this agreement between
                  Insurance Company and Summit or the withdrawal of funds from
                  the terms of this agreement as herein provided, Summit
                  specifically agrees to turn over to an authorized
                  representative of Insurance Company on or before the date of
                  such termination or withdrawal, any such records or
                  correspondence as may be reasonably necessary for the
                  assistance of an authorized representative of the corporation
                  in carrying to completion any transaction that may be
                  required under the terms of this agreement.

         9.3      All documents, except as herein specified, shall be and
                  remain the property of Insurance Company and shall be
                  available to Insurance Company and its representatives as
                  provided herein.

                                   Section 10
                             Cancellation of Policy

         Insurance Company shall have the right to cancel or non-renew any
         policy of insurance pursuant to the laws and regulations applicable
         thereto.

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                                   Section 11
                                  Severability

         In the event any provision of this agreement shall be held to be
         invalid and unenforceable by a court of competent jurisdiction or
         regulatory authority, the same shall not affect whatsoever the
         validity or enforceability of the remainder of this agreement.

                                   Section 12
                                     Notice

         All notices, requests, demands or other communications hereunder shall
         be in writing and shall be deemed to have been duly given if delivered
         in person, or within 10 days after deposit in the United States mail,
         postage prepaid, certified, with return receipt requested, or
         otherwise actually delivered to the other party.

                                   Section 13
                            Termination of Contract

         13.1     Insurance Company may terminate the contract for cause upon
                  written notice to Summit. At least 60 days written notice
                  must be given to Summit notifying Summit of Insurance
                  Company's intention to terminate for cause. During this sixty
                  day period, Summit shall be given the opportunity to cure the
                  default Such notice shall be sent by registered mail, with
                  return receipt requested. As defined in this section, "cause"
                  is any breach of the terms of this agreement.

         13.2     Notwithstanding any other provision in this agreement,
                  Insurance Company may cancel this contract for any illegal or
                  unlawful act committed by Summit, its officers and/or
                  employees in performance of this contract.

         13.3     Insurance Company may suspend the underwriting authority of
                  Summit during the pendency of any dispute regarding the cause
                  for termination.

         13.4     Notice of termination must be signed by officers or
                  representatives of the respective organizations of equal or
                  greater rank to those signing this agreement.

                                   Section 14
                  Receipt of Insurance Company Funds; Accounts

         14.1     Summit shall deposit (either directly or in a depositary bank
                  for transmittal) all money received on behalf of Insurance
                  Company in an escrow fund account for the benefit of
                  Insurance Company or an account
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                  or approved investment in the name of Insurance Company. The
                  trust account shall be maintained at all times in a national
                  or state member bank that is a member of the Federal Reserve
                  System. Summit shall not commingle any of the above described
                  money with any funds or other property of Summit. This
                  account shall be used for all payments on behalf of Insurance
                  Company. Notwithstanding any other provision in this
                  agreement, Summit may retain no more than three (3) months
                  estimated claims payments and allocated loss adjustment
                  expenses. Any balance remaining shall be remitted to
                  Insurance Company.

         14.2     In the event Insurance Company so elects, it may designate
                  the bank which shall act as a depositor for such funds.
                  Insurance Company further reserves the right to direct a
                  change in the depositary, at any time. Notice of an election
                  to designate a depositary bank or of an exercise of the right
                  to direct a change in the depository arrangements or the
                  depository bank shall be given in writing by an authorized
                  representative of the corporation.

         14.3     Anything in this agreement to the contrary notwithstanding,
                  Summit shall not be liable for any failure or bankruptcy of
                  any bank used as a depository of any funds maintained in the
                  escrow account or Insurance account, provided said bank was
                  approved or authorized by Insurance Company.

                                   Section 15
                              Unauthorized Actions

         15.1     Summit shall have full power and authority, to act on behalf
                  of Insurance Company, pursuant to the duties and obligations
                  of this agreement.

         15.2     Summit shall not:

         A.       Bind reinsurance or retrocessions on behalf of Insurance
                  Company, except that Summit shall bind facultative
                  reinsurance contracts pursuant to obligatory facultative
                  agreements if the contract with Insurance Company contains
                  reinsurance underwriting guidelines including, for
                  reinsurance both assumed and ceded, a list of reinsurers with
                  which such automatic agreements are in effect, the coverages
                  and amounts or percentages that may be reinsured and
                  commission schedules.

         B.       Commit the insurer to participate in insurance or reinsurance
                  syndicates;

         C.       Appoint any producer without assuring that the producer is
                  lawfully licensed to transact the type of insurance for which
                  he is appointed.
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         D.       Notwithstanding any other provision of this agreement,
                  without prior approval of Insurance Company, pay or commit
                  Insurance Company to pay a claim over a

                  specified amount, net of reinsurance, which shall not exceed
                  one (1%) percent of Insurance Company's policyholder's
                  surplus as of December 31, of the last completed calendar
                  year.

         E.       Collect any payment from a reinsurer or commit Insurance
                  Company to any claims settlement with a reinsurer, without
                  prior approval of Insurance Company. If prior approval is
                  given, a report shall be promptly forwarded to Insurance
                  Company.

         F.       Permit its sub-producer to serve on its Board of Directors.

         G.       Appoint a sub-MGA.

         H.       Jointly employ an individual who is employed with the
                  Insurance Company.

                                   Section 16
                                      Fees

         16.1     In exchange for these services, Insurance Company shall pay
                  to Summit as compensation for services rendered hereunder an
                  amount equal to 14.5% of collected earned normal premium,
                  payable by the 15th of the following month. Earned normal
                  premium shall be defined as annual premium less any approved
                  discounts, credits or adjustments, as approved by Insurance
                  Company.

         16.2     The fees to be received by Summit shall not include the
                  following expenses: commission payments to agents,
                  reinsurance fees or professional fees, such as audit fees,
                  accounting fees and fees for outside professional services.

                                   Section 17
                                Licensing of MGA

         Summit shall at all times during the term of this agreement maintain
         such licenses and approvals as are required for any of the various
         services to be performed by Summit on behalf of Insurance Company.
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                                   Section 18
                               Non-Assignability

         This contract may not be assigned in whole or in part by Summit.

                                   Section 19
                                 Bond of Agent

         On written request of Insurance Company, Summit agrees to furnish to
         Insurance Company at Summit's cost and expense, a fidelity bond,
         reasonable in amount, of a reputable insurance company in a sum
         satisfactory to Insurance Company providing for the faithful
         accounting of all monies collected by Summit under this agreement.

                                   Section 20
                                Confidentiality

         20.1     Summit agrees that all knowledge and information whether
                  printed, written or oral that Summit may receive from
                  Insurance Company or from its employees or consultants of
                  Insurance Company, or by virtue of the performance of
                  services under and pursuant to this agreement, relating to
                  costs, business affairs, policyholders' lists, procedures,
                  future plans, or technical data that belong to Insurance
                  Company or to those with whom Insurance Company has
                  contracted regarding such information, and all information
                  provided by Summit to Insurance Company, directly or
                  indirectly, in reports of work done, together with any other
                  information acquired or gained by Summit as done, together
                  with any other information acquired or gained by Summit as a
                  direct result of Summit's assignment to provide services
                  under and pursuant to this agreement, shall for all time and
                  for all purposes be regarded by Summit as strictly
                  confidential and held by Summit in confidence, and solely for
                  Insurance Company's benefit and use, and shall not be
                  directly or indirectly used by Summit or directly or
                  indirectly disclosed by Summit to any person whatsoever
                  excepting to Insurance Company or with Insurance Company's
                  prior written permission.

         20.2     Insurance Company hereby acknowledges that Summit may
                  represent other Insurance Companies within the state of
                  Louisiana.

                                   Section 21
                             Governing Regulations

         Summit shall comply with all regulations of any federal, state or
         municipal authority having jurisdiction over the activities of the
         Insurance Industry.
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                                   Section 22
                                   Bankruptcy

         If bankruptcy proceedings, whether voluntary or involuntary, are
         commenced against either Insurance Company or Summit, or if either
         party enters into a composition agreement with its creditors, either
         party may terminate this agreement by giving 15 days written notice to
         the other party.

                                   Section 23
                                 Choice of Law

         This agreement has been made and entered into in the State of
         Louisiana and the laws of Louisiana govern the validity and
         interpretation of this agreement and the performance due hereunder.

                                   Section 24
                                   Accounting

         Summit shall render an accounting to Insurance Company detailing all
         transactions and remit all funds due under this contract on not less
         than a monthly basis.

                                   Section 25
                                  Integration

         The drafting, execution and delivery of this agreement by the parties
         have been induced by no representations, statements, warranties or
         agreements other than those expressed in this agreement. This
         agreement embodies the entire understanding of the parties, and there
         are no further or other agreements or understandings, written or oral,
         in effect between the parties relating to the subject matter hereof
         unless expressly referred to in this agreement.

                                   Section 26
                                  Modification

         This agreement may not be modified unless such modification is in
         writing and signed by both parties to this agreement.

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                                   Section 27
                                   Signature

         This agreement shall not go into force until signed by Summit and by a
         duly authorized officer of Insurance Company. The Parties signing this
         document have verified their capacity to bind the parties stated
         herein.


         IN WITNESS WHEREOF, the parties have executed this agreement on May
         29, 1997.





                                     Summit Consulting, Inc. of Louisiana


                                     By:    /S/  HENRY E. CHILDS, JR.
                                        -------------------------------------
                                     Henry E. Childs, Jr., President




                                     Louisiana Employers Mutual Insurance Co.


                                     By:    /S/  FRANK P. DISPENSIRE, SR.
                                        -------------------------------------
                                     Frank P. Dispensire, Sr., President






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                                 NOTARY PUBLIC