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                                                                    EXHIBIT 10.1

                                 EMPLOYMENT AND
                            CONFIDENTIALITY AGREEMENT

         THIS EMPLOYMENT AND CONFIDENTIALITY AGREEMENT (the "Agreement") is made
as of May 28, 1997, between SUMMIT HOLDING SOUTHEAST, INC., a Florida
corporation (the "Company"), and WILLIAM B. BULL, a resident of the State of
Florida ("Executive").

                                   BACKGROUND

         Prior to the date hereof, Executive was employed by Summit Holding
Corporation ("SHC"), a wholly-owned subsidiary of Employers Self Insurers Fund
("ESIF"), as its President and Chief Executive Officer. On the date hereof, in
accordance with that certain Amended Plan of Conversion and Agreement of ESIF,
several transactions have occurred: (i) ESIF has converted from a group
self-insurance fund to an assessable mutual insurance company, an interim step
required to satisfy the Florida Insurance Code; (ii) the assessable mutual
company has converted to a stock insurance company with the name Bridgefield
Employers Insurance Company ("Bridgefield"); and (iii) certain policyholders of
ESIF have exchanged their rights to receive common stock of Bridgefield for,
among other things, the Company's Series A Preferred Stock, causing Bridgefield
to become a wholly-owned subsidiary of the Company. The Company desires to
continue the employment of Executive in the capacities and on the terms and
conditions set forth below. Executive desires to accept employment on the terms
and conditions set forth below.

                                    AGREEMENT

         NOW, THEREFORE, for and in consideration of the employment and
continued employment of Executive by the Company, the premises, and the mutual
agreements hereinafter set forth, the parties agree as follows:

         1.       Definitions. The following terms used herein shall have the
definitions set forth below:

         (a)      "Affiliate" means any person or entity directly or indirectly
controlling, controlled by, or under common control with another person.

         (b)      "Area" means the States of Florida, Georgia, Kentucky, 
Louisiana and North Carolina.

         (c)      "Business" or "Business of the Company" means the business of
insurance related administrative services for self insurer funds, including,
without limitation, marketing, policy issuance and servicing, claims processing
and administration, loss control, brokerage, audits, financial and data
processing services, and risk management services.


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         (d) "Cause" means (i) conduct amounting to fraud or dishonesty against
the Company; (ii) willful violation of any directives to Employee from the Board
of Directors of the Company, where such violation is not cured to the reasonable
satisfaction of the Board of Directors of the Company within five (5) days after
written notice of such violation has been given to Executive; (iii) a conviction
or plea of guilty or nolo contendere to a felony or a crime involving dishonesty
against the Company; or (iv) Executive's failure to observe the requirements of
Sections 2(c), 5 and 6 hereof.

         (e) "Competing Enterprise" means any person or any business
organization of whatever form, engaged directly or indirectly within the Area in
the Business of the Company.

         (f) "Disability" means (i) the inability of Executive to perform the
duties of Executive's employment due to physical or emotional incapacity or
illness, where such inability is expected to be of long-continued and indefinite
duration or (ii) Executive shall be entitled to (x) disability retirement
benefits under the federal Social Security Act or (y) recover benefits under any
long-term disability plan or policy maintained by the Company. In the event of a
dispute, the determination of Disability shall be made reasonably by the Board
of Directors of the Company and shall be supported by advice of a physician
competent in the area to which such Disability relates.

         (g) "Excluded Information" means any data or information that is a
Trade Secret hereunder (1) that has been voluntarily disclosed to the public by
the Company or any Affiliate thereof or has become generally known to the public
(except where such public disclosure has been made by or through the Executive
or by a third person or entity with the knowledge of the Executive without
authorization by the Company); (2) that has been independently developed and
disclosed by parties other than the Executive or the Company or any Affiliate
thereof to the Executive or to the public generally without a breach of any
obligation of confidentiality by any such person running directly or indirectly
to the Company or any Affiliate thereof; or (3) that otherwise enters the public
domain through lawful means.

         (h) "Subsidiaries" means Bridgefield,  SHC, Summit Consulting,  Inc., 
Summit Claims Management, Inc., Summit Loss Control Services,  Inc., Commercial
Insurance of Central Florida,  Inc., Bridgefield Casualty Insurance Company and
Summit Healthcare Holdings, Inc.

         (i) "Trade Secrets" means information which derives economic value,
actual or potential, from not being generally known and not being readily
ascertainable to other persons who can obtain economic value from its disclosure
or use and which is the subject of efforts that are reasonable under the
circumstances to maintain its secrecy or confidentiality. Trade Secrets may
include either technical or non-technical data, including without limitation, 
(1) any useful process, machine, chemical formula, composition of matter, or 
other device which (A) is new or which Executive has a reasonable basis to



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believe may be new, (B) is being used or studied by the Company or a Subsidiary
and is not described in a printed patent or in any literature already published
and distributed externally by the Company or such Subsidiary, and (C) is not
readily ascertainable from inspection of a product of the Company; (2) any
engineering, technical, or product specifications including those of features
used in any current product of the Company or to be used, or the use of which is
contemplated, in a future product of the Company or a Subsidiary; (3) any
application, operating system, communication system, or other computer software
(whether in source or object code) and all flow charts, algorithms, coding
sheets, routines, subroutines, compilers, assemblers, design concepts, test
data, documentation, or manuals related thereto, whether or not copyrighted,
patented or patentable, related to or used in the Business of the Company or a
Subsidiary; or (4) information concerning the customers, suppliers, products,
pricing strategies of the Company or its Subsidiaries, personnel assignments and
policies of the Company, or matters concerning the financial affairs and
management of the Company or any Affiliate; provided however, that Trade Secrets
shall not include any Excluded Information.

         2.     Terms of Engagement; Duties

         (a)    The Company hereby employs Executive as the President and Chief
Executive Officer of the Company and each of its Subsidiaries. In such capacity
Executive shall have general charge of the management of the business and
affairs of the Company and its Subsidiaries, subject, however, to the direction
of the Board of Directors of the Company. In addition to the duties and
responsibilities of the president and Chief Executive Officer of the Company and
its Subsidiaries, Executive shall perform such other duties and responsibilities
relating to the Business of the Company as may be assigned or delegated to him
from time to time by the Board of Directors of the Company.

         (b)    Executive accepts such employment and agrees to:

                (i)   devote substantially all of Executive's effort, time,
         energy, and skill (reasonable vacations and reasonable absences due to
         illness excepted) during regular business hours to the duties of his
         employment hereunder;

                (ii)  faithfully, loyally, and industriously perform such 
         duties, subject to the supervision of the Board of Directors of the
         Company; and

                (iii) diligently follow and implement all lawful management
         policies and decisions of the Company and its Subsidiaries that are
         communicated to Executive.

         (c)    During the Term of this Agreement, Executive shall not engage
(whether or not during normal business hours) in any other business or
professional activity, whether or not such activity is pursued for gain, profit
or other pecuniary advantage; but this shall not be construed as preventing
Executive from (i) investing his personal assets in businesses which do not
compete with the Business of the Company in such form or manner as will not
require any services on the part of Executive in the operation or the 



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affairs of the entities in which such investments are made and in which his
participation is solely that of an investor, (ii) purchasing securities in any
corporation whose securities are regularly traded on a national securities
exchange provided that such purchase shall not result in his collectively owning
beneficially at any time five (5%) percent or more of the equity securities of
any corporation engaged in a business competitive to the Business of the
Company, or (iii) participating in conferences, preparing or publishing papers
or books or teaching so long as the Board of Directors approves of such
activities prior to Executive's engaging in them. Prior to commencing any
activity described in clause (iii) above, Executive shall inform the Board of
Directors in writing of any such activity.

         3.     Compensation.

         (a)    In consideration of the services rendered by Executive pursuant
to this Agreement, the Company shall pay to Executive a base salary of Two
Hundred Fifty Thousand Dollars ($250,000) per annum (the "Base Salary"), which
Base Salary will be reviewed periodically and may be increased (but not
decreased) by the Company from time to time. The Base Salary shall be paid in
accordance with the Company's standard payroll practices in effect from time to
time, and shall be subject to such deductions and withholdings as are required
by law or by policies of the Company.

         (b)    In addition to the Base Salary, Executive shall receive an 
annual bonus in an amount equal to five percent (5%) of the net earnings after
taxes ("Net Income") of the Company and the Subsidiaries, on a consolidated
basis, to the extent the Net Income exceeds Six Million Dollars ($6,000,000),
for each calendar year or portion thereof ending during the term of this
Agreement. Net Income shall be calculated by the Company's Chief Financial
Officer, in consultation with, and with the approval of, the Audit Committee of
the Board of Directors, after deduction of all expenses, including, without
limitation, taxes, interest, depreciation and amortization, and all salaries and
bonuses. The Company shall pay Executive his annual bonus within ten (10) days
after calculation thereof by the Company's Chief Financial Officer.

         (c)    Executive shall also have the right to participate in any 
medical, hospitalization, dental, disability income, life or other similar
insurance plans maintained by the Company from time to time to the extent that
Executive's position, tenure, salary, age, health and other qualifications make
him eligible to participate, and such other fringe benefits as are provided to
the other senior management employees of the Company, provided that the Company
shall not be required to adopt or continue any insurance plans or fringe benefit
plans.

         (d)    The Company shall reimburse Executive for all reasonable
business expenses (including a $1,000 per month car allowance) incurred by
Executive in connection with the business of the Company subject to compliance
with the expense reimbursement policies established by the Company and in
sufficient detail to comply with Internal Revenue Service Regulations.



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         (e)    The remuneration and benefits set forth in this Section 3 shall
be the only compensation payable to Executive with respect to his employment
hereunder, and Executive shall not be entitled to receive any compensation in
addition to that set forth in this Section 3 for any services rendered by him in
any capacity to the Company or any affiliated corporation unless agreed to in
writing by the Company or such affiliated corporation.

         4.     Term and Termination of this Agreement. The term of employment 
of Executive (the "Term") pursuant to this Agreement shall commence on the date
hereof and shall continue for a term of five (5) years from the date hereof or
until sooner terminated as provided herein.

         (a)    Executive's  employment  hereunder  may be  terminated  only 
(i) upon the death or Disability of Executive; and (ii) by the Company for
Cause.

         (b)    Upon termination of Executive's employment hereunder pursuant to
this Section 4, the Company shall have no further obligation to Executive or his
personal representative with respect to remuneration due under this Agreement,
except for Base Salary earned but unpaid at date of termination and, except
where Executive's employment hereunder is terminated pursuant to clauses (i) or
(iii) of the definition of "Cause," a pro rata portion (based on the number of
days of the fiscal year of the Company during which this Agreement was in
effect) of the bonus payable under Section 3(b) with respect to the fiscal year
of the Company in which Executive's employment hereunder was terminated;
provided however, Executive's covenants in Sections 5 and 6 of this Agreement
shall survive the termination of Executive's employment hereunder.

         5.     Ownership, Non-Disclosure, and Non-Use of Trade Secrets.

         (a)    Executive acknowledges and agrees that all Trade Secrets, and 
all physical embodiments thereof, are confidential to and shall be and remain
the sole and exclusive property of the Company and its Subsidiaries and that any
Trade Secrets produced by the Executive during the period of Executive's
employment by the Company shall be considered "work for hire" as such term is
defined in 17 U.S.C. Section 101, the ownership and copyright of which shall be
vested solely in the Company. Executive agrees (i) immediately to disclose to
the Company all Trade Secrets developed in whole or part by Executive during the
Term of Executive's employment by the Company, and (ii) at the request and
expense of the Company, to do all things and sign all documents or instruments
reasonably necessary in the opinion of the Company to eliminate any ambiguity as
to the rights of the Company in such Trade Secrets including, without
limitation, providing to the Company Executive's full cooperation in any
litigation or other proceeding to establish, protect, or obtain such rights.
Upon request by the Company, and in any event upon termination of Executive's
employment by the Company for any reason, Executive shall promptly deliver to
the Company all property belonging to the Company or any of its Affiliates, 
including, without limitation, all Trade Secrets (and all embodiments thereof) 
then in Executive's custody, control, or possession.


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         (b)    Executive agrees that all Trade Secrets of the Company or its
Subsidiaries received or developed by Executive as a result of Executive's
employment with the Company will be held in trust and strictest confidence, that
Executive will protect such Trade Secrets from disclosure, and that Executive
will make no use of such Trade Secrets, except in connection with Executive's
employment hereunder, without the Company's prior written consent. The
obligations of confidentiality contained in this Agreement will apply during
Executive's employment by the Company and (i) with respect to all Trade Secrets
consisting of scientific or technical data, at any and all times after
expiration or termination (for whatever reason) of such employment; and (ii)
with respect to all other Trade Secrets, for a period of two (2) years after
such expiration or termination, unless a longer period of protection is provided
by law.

         6.     Non-Compete: Non-Solicitation Covenants.

         (a)    In consideration of the amounts to be paid to Executive 
hereunder, Executive covenants that Executive shall, during the Term of this
Agreement, and for such period of time (not to exceed one (1) year) following
the termination or expiration of the Term of this Agreement or Executive's
employment hereunder as such payments continue, observe the following separate
and independent covenants:

                (i)   Neither Executive nor any Affiliate will, without the
         prior written consent of the Company, within the Area, either directly
         or indirectly, (1) become financially interested in a Competing
         Enterprise (other than as a holder of less than five percent (5%) of
         the outstanding voting securities of any entity whose voting securities
         are listed on a national securities exchange or quoted by the National
         Association of Securities Dealers, Inc. National Market System), or,
         (2) engage in or be employed by any Competing Enterprise as a
         consultant, officer, director, or executive or managerial employee.

                (ii)  Neither Executive nor any Affiliate will, without the
         prior written consent of the Company, either directly or indirectly, on
         Executive's own behalf or in the service or on behalf of others,
         solicit, divert, or appropriate, or attempt to solicit, divert, or
         appropriate, to any Competing Enterprise within the Area, any person or
         entity whose account with the Company was serviced by the Company or
         one of its Subsidiaries during the Term of this Agreement.

                (iii) Neither Executive nor any Affiliate will, without the
         Company's prior written consent, either directly or indirectly, on
         Executive's own behalf or in the service or on behalf of others,
         solicit, divert, or hire away, or attempt to solicit, divert, or hire
         away, to any Competing Enterprise, any person employed by the Company
         or one of its Subsidiaries, whether or not such employee is a full-time
         or a temporary employee of the Company or such Subsidiary and whether
         or not such employment is pursuant to written agreement and whether or
         not such employment is at will.


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         (b)    As consideration for Executive's agreements in this Section 6,
Company shall pay to executive the amount of $8,333.33 per month up to a maximum
of twelve (12) consecutive months following the termination or expiration of the
Term. Failure of the Company to make any such payments shall release Executive
from his obligations under this Section 6 from and after the date when such
payments cease to be made. All such monthly payments shall be subject to such
deductions for withholdings and like amounts as required by law, and shall
commence thirty (30) days after the effective date of the termination or
expiration of the Term, with subsequent monthly payments being due on the same
date (or if such date is not a business day of the Company, then on the next
business day) in each of the succeeding eleven (11) months thereafter.

         7.     Remedies. Executive acknowledges and agrees that the Company is
engaged in the Business of the Company in and throughout the Area, and that by
virtue of the training, duties, and responsibilities attendant with Executive's
employment by the Company and the special knowledge of the Business and
operations of the Company that Executive will have as a consequence of
Executive's employment by the Company, great loss and irreparable damage would
be suffered by the Company if the Executive should breach or violate any of the
terms or provisions of the covenants and agreements set forth herein. Executive
further acknowledges and agrees that each such covenant and agreement is
reasonably necessary to protect and preserve the interest of the Company.
Therefore, in addition to all the remedies provided at law or in equity,
Executive agrees and consents that the Company shall be entitled to a temporary
restraining order and a permanent injunction to prevent a breach of any of the
covenants or agreements of Executive contained herein. The existence of any
claim, demand, action or cause of action of Executive against the Company shall
not constitute a defense to the enforcement by the Company of any of the
covenants or agreements herein whether predicated upon this Agreement or
otherwise, and shall not constitute a defense to the enforcement by the Company
of any of its rights hereunder.

         8.     General Provisions.

         (a)    In the event that any one or more of the provisions, or parts of
any provisions, contained in the Agreement shall for any reason be held to be
invalid, illegal, or unenforceable in any respect by a court of competent
jurisdiction, the same shall not invalidate or otherwise affect any other
provision hereof, and this Agreement shall be construed as if such invalid,
illegal, or unenforceable provision had never been contained herein.
Specifically, but without limiting the foregoing in any way, each of the
covenants of the parties to this Agreement contained herein shall be deemed and
shall be construed as a separate and independent covenant and should any part or
provision of any of such covenants be held or declared invalid by any court of
competent jurisdiction, such invalidity shall in no way render invalid or 
unenforceable any other part or provision thereof or any other covenant of the
parties not held or declared invalid.


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         (b)    This Agreement and the rights and obligations of the Company
hereunder may be assigned by the Company to any subsidiary of or successor to
the Company, and shall inure to the benefit of, shall be binding upon, and shall
be enforceable by any such assignee, provided that any such assignee shall agree
to assume and be bound by this Agreement. This Agreement and the rights and
obligations of Executive hereunder may not be assigned by Executive.

         (c)    The waiver by the Company of any breach of this Agreement by
Executive shall not be effective unless in writing, and no such waiver shall
operate or be construed as a waiver of the same or another breach on a
subsequent occasion.

         (d)    This Agreement and the rights of the parties hereunder shall be
governed by and construed in accordance with the laws of the State of Florida.
The parties agree that any appropriate state court located in Polk County,
Florida or any Federal Court located in Hillsborough County, Florida shall have
exclusive jurisdiction of any case or controversy arising under or in connection
with this Agreement and shall be a proper forum in which to adjudicate such case
or controversy. The parties hereto consent to the jurisdiction of such courts.

         (e)    This Agreement embodies the entire agreement of the parties
relating to the employment of Executive by the Company. No amendment or
modification of this Agreement shall be valid or binding upon the Company or
Executive unless made in writing and signed by the parties. All prior
understandings and agreements relating to the employment of Executive by the
Company are hereby expressly terminated.

         (f)    Any notice, request, demand, or other communication required to 
be given hereunder shall be made in writing and shall be deemed to have been
fully given if personally delivered or if mailed by overnight delivery (the date
on which such notice, request, demand, or other communication is received shall
be the date of delivery) to the parties at the following addresses (or at such
other addresses as shall be given in writing by any party to the other party
hereto):

         If to Executive:

                Mr. William B. Bull
                2310 A - Z Park Road
                Lakeland, Florida  33801
                Telephone:  (813) 665-6060



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         If to Company:

                  Summit Holding Southeast, Inc.
                  c/o Seminole Stores
                  335 N.E. Watula Avenue
                  Ocala, Florida  34470
                  Attention:  Mr. Greg Branch
                  Telephone:  (904) 732-4143
                  Telecopy:  (904) 732-4143

                  with a copy (which shall not constitute notice) to:

                  Alston & Bird
                  One Atlantic Center
                  1201 West Peachtree Street
                  Atlanta, GA 30309-3424
                  Attention: Sidney J. Nurkin, Esq.
                  Telephone: (404) 881-7260
                  Telecopy: (404) 881-7777

         (g)      This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original, and it shall not be necessary
for the same counterpart of this agreement to be signed by all of the
undersigned in order for the agreements set forth herein to be binding upon all
of the undersigned in accordance with the terms hereof.

         IN WITNESS WHEREOF, the Company and Executive have each executed and
delivered this Agreement as of the date first above written.

                                            COMPANY:
                                            SUMMIT HOLDING SOUTHEAST, INC.

                                            By:      /S/ GREG BRANCH
                                                 -------------------------
                                                 GREG BRANCH
                                                 CHAIRMAN OF THE BOARD

                                            EXECUTIVE:

                                                     /S/ WILLIAM B. BULL
                                            ---------------------------------
                                            WILLIAM B. BULL




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