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                                                       EXHIBIT 10.19

                 FIRST AMENDMENT TO LOAN AGREEMENT
                 ---------------------------------

     This First Amendment to Loan Agreement (the "Amendment") is
dated and effective as of December 17, 1996, by, between and among
COMMONWEALTH PREMIUM FINANCE CORPORATION, a Kentucky corporation
(referred to herein as "Borrower"); JOHN ROBERT OWENS, WILLIAM W. DAVIS,
JR. and D. RICHARD MEYER, individuals (referred to herein as the
"Guarantors" or individually as a "Guarantor"); and BANK ONE, KENTUCKY,
NA, a national banking association (referred to herein as "Bank").

                              RECITALS
                              --------

     1.   Borrower, Guarantors and Bank are parties to that certain
          Loan Agreement dated as of October 18, 1996 (the "Loan
          Agreement").

     2.   Borrower, Guarantors and Bank have agreed to increase the
          maximum principal amount of the Revolving Credit Note (as
          defined in the Loan Agreement), and further desire to enter
          into this Amendment to document such increase and other
          terms applicable to such change.

     NOW, THEREFORE, the parties hereto, in consideration of the mutual
covenants and agreements contained herein and in the Loan Agreement, and
intending to be legally bound hereby, covenant and agree as follows:

     1.   Amendment of Sections 2.01 and 2.02.  Sections 2.01 and 2.02
          -----------------------------------
          of the Loan Agreement are hereby deleted and replaced with
          the following:

Section 2.01   Revolving Credit Loan

     Bank agrees, subject to the terms and conditions of this Agreement
and the other Loan Documents to make Advances to Borrower from time to
time during the period from the date when Borrower first qualifies for
the initial Advance pursuant to Section 3.01 hereof, up to, but not
including, the Maturity Date in an aggregate principal amount
outstanding not to exceed at any time One Million Five Hundred Thousand
Dollars ($1,500,000.00) (the "Revolving Credit Loan").  Subject to the
terms and conditions of this Agreement and of the other Loan Documents,
Borrower may borrow, prepay pursuant to Section 2.05, and reborrow under
this Section 2.01.

Section 2.02   Note

     The Revolving Credit Loan and Advances thereunder shall be
evidenced by, and repaid with interest in accordance with, a single
promissory note of Borrower in form and content acceptable to Bank, in
the original principal amount of One Million Five Hundred Thousand
Dollars (U.S. $1,500,000.00), which Note shall be payable to Bank, and
shall mature and shall be due and payable in full on the Maturity Date,
which is October 20, 1997 (the "Revolving Credit Note").

     2.   Continuing Security.  The Indebtedness as evidenced by the
          -------------------
          Note shall continue to be secured by all of the Loan
          Documents and collateral described in the Loan Agreement.

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3.   No Defenses or Setoffs.  As of the date hereof, neither Borrower
     ----------------------
     nor Guarantors is aware of any defenses, credits or setoffs to the
     payment of the Indebtedness evidenced by the Note, or to the
     enforceability of the Note, the Loan Agreement, or the Loan
     Documents against the Borrower or Guarantors, nor are there any
     claims, actions or causes of action which could be asserted
     against the Bank relating to the transactions evidenced by the
     Note, the Loan Agreement, this Amendment or any of the
     transactions relating thereto.

4.   Limited Effect of Amendment.  Except as specifically amended
     ---------------------------
     herein, the terms and conditions of the Note, the Loan Agreement,
     the Loan Documents, and all other existing agreements between the
     parties are unaffected by this Amendment and shall continue to be
     binding upon Borrower, Guarantors and the Bank.  Further, the term
     "Note" shall include the Amended and Restated Revolving Credit
     Note dated December 17, 1996, in the amount of $1,500,000.00
     between the Bank and Borrower.

5.   Full Force and Effect of Loan Documents.  The Loan Documents as
     ---------------------------------------
     defined in the Loan Agreement, including the Amended and Restated
     Revolving Credit Note dated December 17, 1996, in the amount of
     $1,500,000.00, between the Bank and Borrower, are valid and
     enforceable in accordance with their terms and shall continue to
     remain in full force and effect.

                            BANK ONE, KENTUCKY, NA

                            BY: /s/ William H. Poche
                               --------------------------------------

                            TITLE: Vice President
                                  -----------------------------------


                            COMMONWEALTH PREMIUM FINANCE
                            CORPORATION

                            BY: /s/ D.R. Meyer
                               --------------------------------------

                            TITLE: President
                                  -----------------------------------

                            /s/ John Robert Owens
                            -----------------------------------------
                            JOHN ROBERT OWENS

                            /s/ William W. Davis, Jr.
                            -----------------------------------------
                            WILLIAM W. DAVIS, JR.

                            /s/ D.R. Meyer
                            -----------------------------------------
                            D. RICHARD MEYER

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