Exhibit 10 (bi)

                             ENDORSEMENT NO. 6

                                  to the

                    QUOTA SHARE RETROCESSION AGREEMENT
                        Effective:  January 1, 1997

                                 issued to

               AMERICAN HALLMARK INSURANCE COMPANY OF TEXAS
                               Dallas, Texas

                                    by

                        DORINCO REINSURANCE COMPANY
                             Midland, Michigan


  IT IS HEREBY AGREED,  as respects Adjustment  Periods commencing on  or
  after January  1, 1999,  that paragraph  B of  ARTICLE 9  -  COMMISSION
  ADJUSTMENT (as amended by Endorsement Nos. 2, 3 and 5) shall be deleted
  and the following substituted therefor:

       "B.  As respects  the  second  Adjustment  Period  hereunder,  the
            adjusted commission shall be:

            1.   If the ratio  of losses  incurred to  premium earned  is
                 70.0% or higher for the  period January 1, 1999  through
                 June 30, 1999, then the adjusted ceding commission shall
                 be 26.0% for that period; plus

                 If the ratio  of losses  incurred to  premium earned  is
                 69.5% or higher for the period July 1, 1999 through  the
                 end of the second  Adjustment Period, then the  adjusted
                 ceding commission shall be 26.5% for that period.

            2.   If the ratio  of losses  incurred to  premium earned  is
                 less than 70.0% for the  period January 1, 1999  through
                 June 30,  1999, or  69.5% for  the period  July 1,  1999
                 through the end  of the second  Adjustment Period,  then
                 the adjusted commission  shall be  determined by  adding
                 one percent (1.0%) to the ceding commission for each one
                 percent reduction  of loss  ratio  subject to  a  ceding
                 commission of 30.0% at  a loss ratio of  66.0%.  If  the
                 loss ratio is less than 66.0%, then the commission shall
                 be further adjusted by adding one percent (1.0%) to  the
                 ceding commission for each one percent reduction  in the
                 loss ratio below 66% subject  to a ceding  commission of
                 32.0% at a loss  ratio of 64.0%.   If the loss ratio  is
                 less than 64.0%,  then the commission  shall be  further
                 adjusted by adding seven-tenths of one percent (.70%) to
                 the ceding commission for each one percent reduction  in
                 the loss ratio below 64.0%, subject to a maximum  ceding
                 commission of 35.5% at a loss ratio of 59.0% or less.
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            3.   If the ratio  of losses  incurred to  premium earned  is
                 greater than  70.0%  for  the  period  January  1,  1999
                 through June 30, 1999, 69.5% for the period July 1, 1999
                 through the end of the second Adjustment Period  or less
                 than 59.0%,  the  difference  between  the  actual  loss
                 ratio and 70.0%, 69.5% or 59.0%, as applicable, 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.

            As respects the third  and each subsequent Adjustment  Period
            hereunder, the adjusted commission shall be:

            1.   If the ratio  of losses  incurred to  premium earned  is
                 69.5% or  higher, then  the adjusted  ceding  commission
                 shall be 26.5%.

            2.   If the ratio  of losses  incurred to  premium earned  is
                 less than 69.5%, then  the adjusted commission shall  be
                 determined by adding  one percent (1.0%)  to the  ceding
                 commission for each one percent reduction of loss  ratio
                 subject to a ceding commission of 30.0% at a loss  ratio
                 of 66.0%.  If  the loss ratio is  less than 66.0%,  then
                 the  commission  shall be further adjusted by adding one
                 percent (1.0%)  to the  ceding commission  for each  one
                 percent reduction in the loss ratio below 66% subject to
                 a ceding commission of 32.0% at  a loss ratio of  64.0%.
                 If  the  loss  ratio  is  less  than  64.0%,  then   the
                 commission shall be  further adjusted  by adding  seven-
                 tenths of one  percent (.70%) to  the ceding  commission
                 for each one percent reduction  in the loss ratio  below
                 64.0%, subject to a  maximum ceding commission of  35.5%
                 at a loss ratio of 59.0% or less.

            3.   Should the ratio of losses incurred to premium earned be
                 greater than 69.5%  or less than  59.0%, the  difference
                 between the actual loss ratio and 69.5% or 59.0%, 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.
<PAGE>
  IN WITNESS WHEREOF  the parties hereto  have caused this Endorsement to
  be executed by their duly authorized representatives at:

  Dallas, Texas, this ________ day of ______________________, ____.


                      _____________________________________________
                      AMERICAN HALLMARK INSURANCE COMPANY OF TEXAS

  Midland, Michigan, this _____ day of _____________________, ____.


                      _____________________________________________
                      DORINCO REINSURANCE COMPANY