<PAGE>

                                                                   EXHIBIT 10.26
                                      MICOA
                                AGENCY AGREEMENT


         Mutual Insurance Corporation of America, a Michigan insurance
corporation (MICOA) and Stratton, Cheeseman & Walsh-Nevada, Inc., a Nevada
corporation, ("Agency"), (sometimes commonly referred to as the Parties) agree
as follows:

A.       AUTHORITY OF AGENCY

         Subject to requirements imposed by law, the underwriting rules,
         procedures and regulations of MICOA and this agreement, the Agency is
         authorized to:

         1.       Solicit within the State of Nevada, receive and transmit
                  immediately and directly to MICOA, proposals for health care
                  liability insurance contracts for which a commission is
                  specified in the schedule of commissions provided by Exhibit
                  A, attached and as amended or supplemented by such attachments
                  from time to time.

         2.       Produce and deliver certificates of insurance and written
                  binders in accordance with MICOA underwriting requirements.
                  The Agency is not authorized to accept or bind any risk or to
                  otherwise obligate MICOA without specific authority from
                  MICOA.

         3.       Provide all usual and customary services of an Agency on all
                  policies placed with MICOA subject to the following:

                  a.       MICOA will not be responsible for Agency expenses
                           including but not limited to rent, transportation,
                           employee hire or solicitor's fees, postage,
                           telegrams, telephone, advertising, licensing fees or
                           any other Agency expenses whatsoever.

                  b.       The Agency will not undertake or initiate advertising
                           of any nature in connection with business or policies
                           related to MICOA without the approval of MICOA.

         4.       To promptly report all claims and losses of which the Agency
                  has knowledge and properly notify MICOA when the Agency
                  receives notice of the commencement of any related legal
                  action. Agency shall refrain from admitting or denying
                  liability on the part of the company in connection with any
                  claim or lawsuit.

         5.       In return for the exclusive appointment of Agency by MICOA to
                  sell its professional liability products listed on the
                  attached Commission Schedule


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                  in Nevada, Agency agrees not to sell any competing
                  professional liability products in Nevada, without the written
                  consent of MICOA. Provided that, if a particular risk has been
                  submitted to MICOA and MICOA has declined that risk, then
                  Agency may search appropriate markets for placement of that
                  risk, and may place that risk with another insurance company.

         6.       Designated Agent representatives upon request from MICOA will
                  be expected to participate in MICOA's Nevada Market Managers
                  Group activities and to attend all scheduled meetings.

         7.       MICOA will share on a project basis development costs of all
                  promotional materials and some advertising costs related to
                  Nevada sales, provided that all such expenditures or budgets
                  for them are approved by MICOA in writing in advance.

         8.       Agency may solicit subagencies for appointment, subject to
                  MICOA's prior written approval of each subagency following
                  disclosure to and review by MICOA of information requested by
                  MICOA for each proposed subagency. All such appointments by
                  Agent shall stipulate that MICOA may terminate the subagency
                  at any time without cause upon at least 90 days notice and
                  that the subagency shall comply with all MICOA requirements
                  and duties owed MICOA by Agency concerning solicitation,
                  communications, and service to insureds. Subagencies shall
                  also be required to submit all proposals immediately and
                  directly to MICOA.

B.       MICOA BILLED POLICIES

         For business subject to Exhibit A, placed with and billed by MICOA
         directly to the policyholder, the following shall apply in addition to
         all the other provisions of this agreement:

         1.       The processing and submittal of all such business shall be
                  subject to provisions outlined in MICOA's written requirements
                  and forms as they may be implemented by MICOA from time to
                  time;

         2.       Commissions on premiums shall be paid to the Agency within 30
                  business days of the month in which such premiums are received
                  and recorded by MICOA, subject to deduction by MICOA of any
                  return commissions due from the Agency.

         3.       Except as provided in Section D or unless authorized by the
                  Agency, MICOA or its affiliates shall not use its records of
                  business placed by the Agency with MICOA to solicit individual
                  policyholders for the sale of other lines of



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                  insurance or other products or services. When the Agency
                  grants such authorization, Agency shall be paid the applicable
                  commission on such sales, provided an appropriate agreement is
                  in place with MICOA.

         4.       If this agreement is terminated, MICOA shall, at the Agency's
                  request, provide the Agency with a list of existing
                  MICOA-billed policies placed by the Agency including their
                  expiration dates.

         5.       The Agency's name shall appear on all policies, premium
                  notices, and cancellation notices to policyholders. Copies of
                  all such items sent to policyholders shall be provided by
                  MICOA to the Agency.

C.       POLICY CANCELLATION

         Cancellation of any policy in force, when requested in writing by the
         insured, will be honored by MICOA, except for those MICOA is not
         otherwise permitted to cancel.

D.       EXPIRATIONS

         1.       In the event this Agreement is terminated for any reason,
                  MICOA agrees to purchase from Agency, and Agency agrees to
                  sell to MICOA Agency's ownership interest in the expirations
                  for the MICOA insurance issued pursuant to this Agreement. The
                  purchase price shall be two times Agency's commissions on
                  business produced directly by Agency during the last 12 full
                  months preceding the termination date. The purchase shall be
                  completed within 60 calendar days after the termination date.
                  In return for this payment, for a two-year period following
                  the termination date, Agency will not directly or indirectly
                  sell any professional liability insurance to any individuals
                  or entities who were MICOA insureds in Nevada at the time of
                  termination of this Agreement.

         2.       If Agency enters into a subagency agreement under which the
                  subagency has the right to retain ownership of expirations on
                  business produced by the subagency, then the purchase of
                  expirations under subparagraph 1 above will not include the
                  purchase of those subagency expirations, and the purchase
                  price paid to Agency will not include the commissions paid for
                  such business produced by the subagency.


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E.       AGENCY'S ERRORS AND OMISSION, AND FIDELITY & ELECTRONIC CRIME INSURANCE

         The Agency will maintain valid errors and omissions insurance, with
         minimum limits of $1,000,000 per incident, and a fidelity and
         electronic crime policy through an insurer, both of which shall contain
         terms and limits of coverage acceptable to MICOA covering the Agency's
         solicitors and each of its employees. The Agency shall provide MICOA a
         copy of each policy; doing so on a regular and current basis shall be a
         precondition to all of Agency's rights under this Agreement, including
         but not limited to the payment of all earned commissions.

F.       TERMINATION OF AGREEMENT

         1.       This agreement shall terminate:

                  a.       Automatically if any public authority cancels or
                           declines to renew the Agency's license or Certificate
                           of Authority.

                  b.       Immediately if either party gives detailed written
                           notice to the other of alleged gross and willful
                           misconduct, fraud or material misrepresentation.

         2.       This Agreement shall terminate, subject to any automatic
                  renewal or extension for one year as required by law, upon
                  either party giving at least one hundred twenty (120) days
                  advance written notice to the other, if not otherwise contrary
                  to applicable law or this Agreement.

         3.       If the Agency is delinquent in either accounting or payment of
                  monies due MICOA, MICOA may by written notice to the Agency
                  immediately terminate, suspend or modify any of the provisions
                  of this agreement. Such action shall not be taken by MICOA
                  over minor differences between the records of the Agency and
                  MICOA.

         4.       All supplies, including forms and policies furnished by MICOA
                  and any copies or other reproductions of them, shall remain
                  the property of MICOA and shall be returned to MICOA or its
                  representative upon demand.

G.       INDEMNIFICATION

         The respective parties shall indemnify and hold one another harmless as
         follows:



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         1.       MICOA shall indemnify and hold Agency harmless against any
                  MICOA act or omission, except to the extent the Agency has
                  caused, compounded, or contributed to such error.

         2.       Agency shall indemnify and hold Agency harmless against any
                  act or omission of the Agency, except to the extent MICOA has
                  caused, compounded, or contributed to such error.

         3.       The Agency and MICOA shall properly notify one another upon
                  receiving notice of the commencement of any action related to
                  such liabilities. MICOA shall be entitled to participate in
                  any such action or in consultation with Agency and its carrier
                  to assume the defense of any such action. If MICOA assumes the
                  defense of any such action, it shall not be liable to the
                  Agency for any legal or other expenses subsequently incurred
                  on the Agency's behalf absent MICOA's advance approval of such
                  expenses.

         4.       Neither party shall, except at its own risk and expense,
                  voluntarily assume any liability, make any payment or incur
                  any expense without the prior written consent of the other.

H.       POTENTIAL OPPORTUNITIES

         1.       Other Programs. Agency and MICOA agree that Agency may be
                  offered the opportunity to support MICOA's workers'
                  compensation, and its other nonphysician professional
                  liability or product programs in Nevada when MICOA proceeds
                  with related marketing plans. Such plans may also include
                  Agency's involvement in sales of MICOA commercial and personal
                  products. Appropriate agreements must be negotiated separately
                  from this agreement for each such product, and for each such
                  territory, including but not limited to Nevada.

         2.       Territory. Agency and MICOA further agree to consider, subject
                  to successful negotiation of appropriate agreements separate
                  from this agreement, expansion of Agencies' sales territories
                  for MICOA beyond Nevada.

I.       MISCELLANEOUS

         1.       Amendment. This agreement may be amended only in writing by
                  mutual agreement of the Agency and MICOA, except that MICOA's
                  name herein shall be deemed changed automatically for purposes
                  of this agreement without written amendment upon approval of
                  any such change by MICOA's domiciliary regulator.

         2.       Non Waiver. Any failure by MICOA to insist upon compliance
                  with any provisions of this Agreement or of the rules and
                  regulations of MICOA shall not be construed as or constitute a
                  waiver of them by MICOA.



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         3.       Integrated Agreement. This Agreement and its attachments as
                  modified from time to time supersedes and replaces as of its
                  effective date, all previous agreements, if any, between MICOA
                  and the Agency. There are other agreements between MICOA and
                  the Agency's parent corporation, SC&W, which are not
                  superceded.

         4.       Independent Contractor. The Agency is an independent insurance
                  Agency and independent contractor, and not an employee,
                  manager, officer or owner of MICOA.

         5.       Applicable Law. This Agreement shall be interpreted under the
                  laws of the State of Nevada. Any provisions of this Agreement
                  or any amendments to the Agreement that are or become in
                  conflict with any applicable statutes or regulations shall be
                  deemed to be amended to conform to those statutes or
                  regulations.

         6.       Counterparts. This Agreement and any Exhibits which require
                  signatures may be executed in counterparts which shall
                  together be regarded as binding upon the Parties.

         7.       Authority. The persons signing below represent and warrant
                  that they are duly authorized representatives of the
                  respective Parties, fully willing and able to execute this
                  Agreement.

         8.       Assignment. MICOA may assign this Agreement to its parent,
                  affiliate, or subsidiary corporations who are licensed
                  insurers upon written notice to Agency. Agency may not assign
                  this Agreement without the written permission of MICOA or its
                  successors or assigns.

         9.       Resolution of Disputes. In the event of any dispute arising
                  out of this Agreement, MICOA and Agency agree to submit such
                  dispute to arbitration as follows:

                  a.       There shall be three arbitrators; one shall be
                           selected by the Agency, one shall be selected by
                           MICOA, and a third shall be selected by those two
                           arbitrators. If the two arbitrators cannot agree on
                           the selection of a third, American Arbitration
                           Association's regional office closest to Agency's
                           main office shall be requested to appoint the third
                           arbitrator.

                  b.       The determination of the arbitrators shall be final
                           and binding upon the Agency and MICOA.

                  c.       Neither MICOA nor the Agency shall be entitled to
                           punitive and/or exemplary damages.



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                  d.       The arbitration shall be conducted in accordance with
                           the procedures of the above referenced regional
                           office of the American Arbitration Association. The
                           Agency and MICOA shall pay the cost of their
                           arbitrator and share equally in the expense of the
                           third arbitrator.

                  e.       Either Party, may where permitted by the law of
                           Nevada, enter judgment upon the arbitrators' award.

         10.      Year 2000 Compliance. Agency must at times assure that any of
                  its computers, data processing systems, software components,
                  and network arrangements use for MICOA business completely and
                  accurately, present, produce, store and calculate all dates
                  after December 31, 1999; and that they will not produce
                  abnormally ending or incorrect results involving such dates as
                  used in any forward or regression data based functions. All
                  such items must yield date-related functionalities and date
                  fields which accurately indicate the century and millennium
                  and correctly perform all calculations involving a four digit
                  year field.

Signed and effective this 25th day of May, 1999.

                                         AGENCY

                                         By:  /s/ Terrence L. Walsh
                                            ------------------------------------

                                         Its:   President


                                         MICOA

                                         By:  /s/ Thomas C. Payne, M.D.
                                            ------------------------------------
                                            Thomas C. Payne, M.D.
                                            Secretary/Treasurer




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<PAGE>

                                    EXHIBIT A

                                AGENCY AGREEMENT
                   SCHEDULE OF COMMISSIONS AND WRITTEN PREMIUM





New Business Policies:             12% of the annual premium
Renewal Policies:                  12% of the annual premium


Appointed agents who are not a party to a current MICOA agency contract and/or
are not affiliated with an agency which has an agency contract will receive a 1%
commission rate for all lines of business stated above.

Commission will decrease by .5% effective 10/1/99 as part of a repayment program
under a project memorandum dated 4/7/99. This decrease will stay in effect until
SC&W reaches $10MM in premium or at a maximum of 10 years.



                                      -8-
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April 7, 1999



Mr. Terrence Walsh
Stratton, Cheeseman & Walsh, Inc.
1301 N. Hagadorn
East Lansing, MI 48823

RE:      NEVADA DEPARTMENT
         PROJECT MEMORANDUM

Dear Terry:

In response to MICOA's request to develop a complete insurance distribution
system for Nevada, including physicians professional liability and personal and
commercial insurance by July 1999, Stratton, Cheeseman & Walsh, Inc. (SC&W) has
spent and will continue to spend a substantial amount of time and money. In
recognition that these expenditures will directly benefit MICOA, SC&W and MICOA
agree to the following:

-    During the first two years of developing the Nevada distribution system, a
     portion of the start up costs will be shared. Subject to compliance with a
     detailed budget developed by SC&W and MICOA, these reimbursable costs shall
     include:

     -    Salaries and benefits for SCW-Nevada, Inc. employees and agents.

     -    20% of your total personal benefits and salary, and 100% of your
          personal travel expenses incurred with respect to the Nevada office,
          which respective percentages are intended to recognize your personal
          support of MICOA's Nevada initiative.

     -    Legal expenses directly attributable to the Nevada initiative.

     -    Nevada office set up.

     -    Consultant's expenses paid by SC&W in direct support of the
          initiative.

     -    The above costs are to be designated and itemized in the preapproved
          budget and reimbursed by MICOA at 100% for the first full year of
          development and 50% for the second year. It is agreed that the first
          year began effective October 1, 1997.

-    All other costs attributable to the normal operation of the Nevada
     insurance agency site are the sole responsibility of SC&W.

-    After the first two years (i.e. after October 1, 1999) all expenses will
     be borne by SC&W and those amounts paid to SC&W during the first two years
     shall be repaid. Repayment shall be through reduction of commissions due
     SC&W by 0.5% or if

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     SC&W exceeds $10.0 million in premium revenues by offset in the event any
     money is owed the Agency by MICOA. Such reduction or offset shall occur for
     so long as necessary to repay amounts reimbursed by MICOA during the
     two-year period of development; but in no event will repayment be collected
     for a period of greater than ten years. Any unpaid amounts at the end of
     ten years shall be forgiven by MICOA.

-    Nevada rent expenses will be shared on a 50/50 basis between MICOA and
     SC&W.

-    In order to allow SC&W to expand the distribution system in Nevada with
     select and controlled subagents, an exclusive agency agreement will be
     negotiated which will spell out the terms and conditions of the
     relationship. A commission rate of 12% will be paid for both new and
     renewal physicians liability business. Other commission rates will be
     determined as products become available. This Agency Agreement should be
     finalized by April 30, 1999.

-    MICOA may pay future payments advanced pursuant to this letter on a monthly
     basis, unless doing so would be impractical, in which case another periodic
     form of payment will be arranged. Amounts owed for past time periods will
     be paid as follows: one-third by March 25, 1999; one-third by May 1, 1999;
     and one-third by June 1, 1999. All other amounts owed under this Project
     Memorandum to be paid by October 1, 1999.

SC&W's responsibilities, under this Project Memorandum, will include assisting
MICOA with market assessment, distribution, and sales integration into Nevada.
SC&W agrees not to serve in a strategic marketing capacity for another insurer
in Nevada while it is providing such services for MICOA or for a period of one
year thereafter.

Terry, please countersign and return this letter to indicate your acceptance.

Sincerely,

MUTUAL INSURANCE CORPORATION OF AMERICA

/s/ Thomas C. Payne, M.D.
-----------------------------------------
Thomas C. Payne, M.D.
Secretary/Treasurer

ACCEPTED AND AGREED TO:
STRATTON, CHEESEMAN & WALSH, INC.

/s/ Terrence L. Walsh
-----------------------------------------
Terrence L. Walsh
CEO