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                                                                 EXHIBIT 10.111

                          LIMITED AGENCY AGREEMENT

     This limited agency agreement ("Agreement") is entered into by and between
Frontier Pacific Insurance Company, a California company ("FPIC"), Transre
Insurance Services and Exstar E&S Insurance Services, California corporations
(collectively "E&S").

FPIC AND E&S HEREBY AGREE AS FOLLOWS:

ARTICLE 1 - APPOINTMENT

1.1 FPIC hereby retains E&S to act on behalf of FPIC with the authority and
subject to the terms and conditions hereinafter set forth, and E&S hereby
accepts such retention.

1.2 FPIC's retention of E&S hereby shall not restrict in any manner the right
of FPIC to retain other producers.

ARTICLE 2 - DEFINITIONS

2.1 "Sub-producer" shall mean any insurance broker, insurance agent or other
person or entity properly licensed to produce insurance and through which
Policies may be produced.

2.2 "Effective Date" shall mean 12:01 a.m. (local Pacific time), June 24, 1996.

2.3 "Policy" shall mean any policy, contract, coverage slip, endorsement,
binder, certificate, proposal for insurance or other document which binds FPIC
to insurance or assumed facultative reinsurance coverage issued or renewed by
FPIC on or after the Effective Date through E&S and shall also include any
rewrite, renewal or extension (whether before or after termination of this
Agreement) through E&S required by law.

ARTICLE 3 - AUTHORITY OF E&S

3.1 E&S is hereby authorized and assumes the duty to act on behalf of FPIC as a
fire and casualty broker-agent, surplus lines broker and special lines surplus
lines broker.  All actions and inactions of E&S under this authorization shall
be subject to the ultimate authority of FPIC, and FPIC from time to time shall
be entitled to place reasonable restrictions on E&S' authority; provided such
restrictions are in writing.

3.2 E&S is hereby authorized, subject to Article 11 requiring prior written
permission and applicable law, to advertise and solicit with respect to FPIC
and the business to be produced through E&S hereunder.



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3.3  E&S is hereby authorized, subject to underwriting guidelines established
and rates set by FPIC from time to time and applicable law, to accept
applications, to quote, bind and decline coverages and to conduct audits
("underwrite") on behalf of FPIC for the classes and lines of insurance set
forth in the Schedule of Business prepared by FPIC and attached hereto
("Schedule of Business"); provided E&S shall use applications and quote, bind
and decline forms approved by FPIC, and provided additionally E&S shall have no
authority to bind reinsurance or retrocessions on behalf of FPIC.  The Schedule
of Business shall provide the authority of E&S with regard to, but not limited
to, underwriting guidelines, the types of risks which may be written, the basis
of the rates to be charged, maximum limits of liability, applicable exclusions,
territorial limitations, Policy cancellation provisions, maximum Policy periods
and maximum annual premium volume.  The Schedule of Business may be amended
from time to time as deemed appropriate by FPIC, provided such amendments are
in writing.

3.4  E&S is hereby authorized, subject to applicable law, to print, maintain,
execute and issue surplus line broker's certificates, to deliver Policies and
to assemble, countersign and issue Policies.

3.5  E&S is hereby authorized, subject to applicable law, Policy provisions and
FPIC's ultimate authority, to cancel and renew Policies underwritten or
delivered by E&S hereunder.

3.6  E&S shall be responsible to the insured while this Agreement continues in
effect for the renewal or non-renewal of any Policy underwritten or delivered
by E&S hereunder and shall timely communicate any renewal quote or notice of
non-renewal to the insured to preclude the extension of coverage beyond the
expiration date of the Policy.

3.7  E&S is hereby authorized, subject to the applicable provisions of this
Agreement, to receive and receipt for premiums and fees, to pay return
premiums, to pay adjustments, to pay the costs of audits, to pay certain claim
management fees and to retain and pay commissions and fees out of such
collected premiums and fees, subject to the provisions of this Agreement.

3.8  E&S shall not authorize any Sub-producer or other person or entity, other
than Combined Independent Agencies, Inc., a Texas subproducer, with respect to
Primary Employers Indemnity and Employers Excess Indemnity insurance, to quote,
bind, or decline coverages or otherwise underwrite on behalf of FPIC without
the prior written consent of FPIC.

3.9  The original sources of some or all business under this Agreement shall be
Sub-producers retained by E&S.  E&S is hereby authorized to retain and to enter
into agreements with such Sub-producers with respect to the business hereunder;
provided E&S shall have no authority to obligate FPIC in any manner to such
Sub-producers and all agreements with such Sub-producers shall provide that the
Sub-producers shall have no claims or causes of action against FPIC except for
reckless conduct or willful misconduct

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of FPIC.  Additionally, E&S shall be responsible for verifying the proper       
licensing of such Sub-producers, and if any liabilities are incurred by FPIC as
the result of E&S' accepting business from unlicensed or improperly licensed
Sub-producers, E&S shall indemnify and hold FPIC harmless from, and reimburse
FPIC for, any and all such liabilities, including but not limited to fines,
court costs and expenses, legal fees and travel expenses.

3.10 E&S may accept premium financed by premium finance companies, upon terms
and conditions approved in writing by FPIC.

3.11 E&S shall not process, adjust, settle or pay any claims under Policies
underwritten or delivered by E&S pursuant to this Agreement, nor shall E&S
commit FPIC to pay any Policy claim.  Should E&S become aware, or have
delivered to E&S, any notice of claim or claim, E&S promptly shall forward such
notice or claim to FPIC or its designees.

ARTICLE 4 - COMPENSATION

4.1  Except as otherwise specified on the Schedule of Business, FPIC shall allow
E&S a gross commission equal to the following percentages with respect to the
following types of premium of all gross written premium derived from Policies
underwritten or delivered by E&S hereunder: (i) 40% with respect to Primary
Employers Indemnity premium; (ii) initially 37.5% with respect to Employers
Excess Indemnity premium; and (iii) 27.5% with respect to all other premium.

4.2  The percentage with respect to Employers Excess Indemnity premium shall be
adjusted for the results of each "underwriting year" (June 1, 1997, - December
31, 1998, and January 1 - December 31 of each calendar year thereafter) as of
the December 31 which is 36 months after the end of each such underwriting
year, and annually thereafter until all claims relating to the underwriting
year are closed, to the following percentages of Employers Excess Indemnity
gross written premium based on the net case incurred loss ratios of FPIC set
forth opposite such percentages.
                            

<TABLE>
<CAPTION>

              Percentage  Incurred Loss Ratio  Percentage  Incurred Loss Ratio
              ----------  -------------------  ----------  -------------------
                 <S>         <C>                 <C>               <C>
                 35.5%       44% and Above       38%               35%
                 36%             43%             38.5%             34%
                 34.5%           42%             39%               33%
                 35%             41%             39.5%             32%
                 35.5%           40%             40.5%             31%
                 36%             39%             41.5%             30%
                 36.5%           38%             42.5%             29%
                 37%             37%             43.5%             28%
                 37.5%           36%             44.5%             27%
</TABLE>

For purposes of this Article 4, "net case incurred loss ratio" with respect to
any underwriting year shall mean with respect to all Policies incepting during
that underwriting year (i) FPIC's gross loss and related loss adjustment
expense paid, plus case loss and 

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related loss adjustment expense outstanding, minus such paid and case loss
and related loss adjustment expense ceded by FPIC to reinsurers pursuant to the
Upper Layer Employees Excess Indemnity Reinsurance Contract 77-0208 effective
June 1, 1997 ("EEI Contract"), divided by (ii) FPIC's gross written premium,
minus the reinsurance premium ceded to the reinsurers pursuant to the EEI
Contract (after adjustment for cancellations, audits and the like). Such
adjusted compensation shall be calculated by FPIC and the calculation sent to
E&S within 15 days following each December 31 commencing with December 31,
2001, and any amount owing shall be settled within 25 days following each such
December 31. The commission arrangement shall be reviewed semiannually as of
January 1 and July 1 of each year and shall be subject to adjustment as agreed
by the parties.

4.3 Out of such gross commission, E&S shall allow for all commissions due to
Sub-producers and others with respect to Policies underwritten or delivered by
E&S hereunder.

4.4 If there is not a Sub-producer to receive the designated commission on a
Policy, E&S shall be entitled to retain the commission.

4.5 E&S also shall be entitled to retain all policy and other fees charged by
E&S with respect to business produced hereunder to the extent such fees are
permitted E&S by law.

ARTICLE 5 - ACCOUNTING AND RECORDS

5.1 E&S shall provide and maintain in forms reasonably acceptable to FPIC all
books, records, dailies and correspondence with policyholders necessary to
determine the amount of liability of FPIC and the amount of premium therefrom.

5.2 The omission of any item from any statement, or report applicable to the
business hereunder shall not affect the responsibility of either party to
account for and pay all amounts due the other party hereunder, nor shall it
prejudice the rights of either party to collect all such amounts due from the
other party.

5.3 E&S shall prepare separate, itemized, invoices and/or monthly statements
for each Sub-producer on the business produced by the Sub-producers hereunder,
and furnish the Sub-producers IRS Forms 1099 each year if and when required.

5.4 All of E&S' records applicable to the business hereunder shall be kept in
such manner and form as are generally recognized as acceptable in the insurance
industry or as reasonably may be required by FPIC.  Such records shall be
maintained for five years or for any longer retention period required by law or
FPIC.                            



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5.5 All records in E&S' possession or control and applicable to the business
hereunder shall be made available upon prior written request for inspection,
copying and/or audit at reasonable times by FPIC or its agents.

5.6 All records in E&S' possession or control and applicable to the business
hereunder shall be made available, upon prior written request and at FPIC's
cost, for inspection at any office of FPIC, should such inspection be requested
by insurance department or other governmental authorities.

5.7 E&S shall immediately forward upon request to FPIC or FPIC's agents exact,
as written, copies of all applications, Policies and reports underwritten or
delivered by E&S or its Sub-producers or used by E&S or its Sub-producers
hereunder, including all other evidence of insurance written, modified or
terminated.

5.8 E&S shall be solely responsible for and shall keep accurate records of all
policy supplies assigned to E&S and shall account to FPIC, upon FPIC's request,
for all outstanding and unused policy supplies.  If canceled or terminated
policy supplies are unavailable, E&S shall forward or cause to be forwarded to
FPIC properly executed lost policy receipts therefor.

5.9 FPIC shall be entitled to conduct semi-annual examinations of E&S'
operations.  Such examinations shall be conducted in reasonable manners and may
cover such matters as required or permitted by law.

ARTICLE 6 - E&S' REPORTS

6.1 E&S shall provide to FPIC monthly electronic data transfer and bordereaux
providing such policy information in such format as reasonably requested by
FPIC, and shall provide to FPIC monthly by the eighth business day of the
following month accounting bordereaux providing such information in such format
as reasonably requested by FPIC, in respect of Policies issued or delivered by
E&S or its Sub-producers hereunder.  FPIC may alter the information required to
be included in and the formats of such reports from time to time; provided any
such alteration does not unreasonably burden E&S.

6.2 E&S shall furnish FPIC with any additional information and reports as
reasonably requested by FPIC and necessary to complete FPIC's quarterly and
annual statements filed with regulatory authorities or otherwise satisfy
regulatory requirements.

6.3 E&S shall annually furnish FPIC, within 90 days following the end of E&S'
fiscal year, current (audited, if available) financial statements of E&S.
These financial statements shall include, but not be limited to, profit and
loss, balance sheet and cash flow statements.


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ARTICLE 7 - EXPENSES

7.1  E&S shall be responsible for and promptly pay all expenses attributable to
producing and servicing business under this Agreement, except as specified in
Section 7.2.  This responsibility shall not be altered whether the expenses are
billed to E&S or FPIC.  These expenses shall include, but not be limited to:

     (a) Salaries, related taxes and benefits of all employees of E&S;

     (b) Transportation, lodging and meals of employees of E&S;

     (c) Postage and other delivery charges;

     (d) Advertising not specifically agreed to by FPIC;

     (e) EDP hardware, software and programming;

     (f) Countersignature fees or commissions;

     (g) License and appointment fees for agents, brokers and others;

     (h) Income and state and local sales taxes, if any, directly applicable
     to E&S' business;

     (i) Taxes on surplus lines premium, and policy fees if necessary in
     respect of Policies underwritten or delivered by E&S hereunder;

     (j) Costs of office space, facilities, equipment and occupancy used by
     E&S;

     (k) Legal and auditing expenses incurred by E&S in the normal conduct of
     its business; and

     (l) Such other expenses as are customarily borne by insurance producers.

7.2  FPIC shall be responsible for and promptly pay all expenses incurred by
FPIC under this Agreement.  This responsibility shall not be altered whether
the expenses are billed to FPIC or E&S.  These expenses shall include but not
be limited to:

     (a) Salaries, related taxes and benefits of all employees of FPIC;

     (b) Transportation, lodging and meals of employees of FPIC;

     (c) Board and bureau fees;


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     (d) Income and state and local sales taxes, if any, directly applicable
     to FPIC's business:

     (e) State or guaranty fund assessments;

     (f) Losses and loss adjustment expenses incurred by or at the direction
     of FPIC;

     (g) Reinsurance costs;

     (h) Legal and auditing expenses incurred by, on behalf of or at the
     direction of FPIC; and

     (i) Such other expenses as are customarily borne by insurance companies.

ARTICLE 8 - HANDLING OF FUNDS

8.1  E&S shall accept and maintain at all times all premium collected and other
funds relating to the business underwritten by E&S under this Agreement in the
capacity of a fiduciary and trustee for FPIC.  The privilege of retaining
commissions shall not be construed as changing the fiduciary capacity.

8.2  E&S shall establish and maintain a premium trust account designated
"Frontier Pacific Insurance Company or Transre Insurance Services Premium Trust
Account" in a bank mutually agreed by E&S and FPIC and shall deposit into such
premium trust account all premiums collected by E&S hereunder.  E&S shall have
the right to transfer funds held in such premium trust account to successor
banks with the prior written consent of  FPIC.  Such banks shall be members of
the Federal Reserve System whose deposits are insured by the Federal Deposit
Insurance Corporation. E&S shall be entitled to retain any interest earned on
funds deposited in such premium trust accounts.

8.3  E&S shall maintain signature authority on such premium trust accounts and
may use any and all premium and other funds collected by E&S under this
Agreement for the following purposes:

     (a) Payments of amounts due FPIC pursuant to this Agreement;

     (b) Return of unearned premiums arising due to cancellation or
     endorsement of  Policies underwritten or delivered by E&S;

     (c) Payment of compensation of E&S, Sub-producers, and Claims Control
     Corporation, a California claims adjuster, Anchor Claims Management,
     Inc., a Texas claims adjuster, and others, generally as described in
     Article 4;


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     (d) Return of money deposited in error;

     (e) Withdrawal of interest due E&S hereunder;

     (f) Payments with respect to audits; and

     (g) Making of investments authorized by law.

8.4  E&S shall not commingle any funds in such premium trust accounts with funds
in E&S' corporate accounts or other funds held by E&S in any other capacity.

8.5  E&S shall render accounts to FPIC detailing all premium trust account
transactions, and remit to FPIC all funds due under this Agreement by the end
of the month following the month during which E&S collected such funds for the
account of FPIC.

8.6  Neither party shall be liable for any loss which occurs by reason of the
default or failure of the bank in which an account is carried.

8.7  E&S shall refund commissions on Policy cancellations, reductions in
premiums or any other return premiums at the same rate at which such
commissions were originally retained.

8.8  Neither FPIC nor E&S shall offset any balances due under this Agreement
with any amounts due under any other agreement between FPIC and/or its
affiliates and E&S and/or its affiliates.

ARTICLE 9 - OWNERSHIP OF BOOKS AND RECORDS

9.1  Upon termination of this Agreement, E&S' records and the exclusive use and
control of expirations of business produced by Sub-producers retained by E&S
and contracts with such Sub-producers shall remain the sole property of E&S
and be left in E&S' undisputed possession, provided E&S is not then in default
of any payment obligation to FPIC hereunder.  If E&S is then in default of any
such payment obligation and has not cured such default within 15 days of FPIC's
notice to E&S thereof, ownership of E&S'records, and use and control of
expirations and contracts with Sub-producers, shall become and remain vested in
FPIC until such time as such payment has been made.

9.2  E&S hereby assigns to FPIC as security for the payment obligations of E&S
under this Agreement all sums due or to become due to E&S from any insureds
whose Policies were underwritten by E&S hereunder.  FPIC shall have full
authority to demand and collect such sums if E&S is then in default of any
payment obligation to FPIC hereunder and has not cured such default within 15
days of FPIC's notice to E&S thereof.



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9.3  E&S pledges and grants to FPIC to further secure the payment obligations of
E&S hereunder all of E&S' records of expirations of Policies, including, but
not limited to, the ownership and use of such expirations.  FPIC shall have the
rights of the holder of a security interest granted by law, including, but not
limited to, the rights of foreclosure to effectuate such security interest, and
E&S hereby agrees peaceably to surrender possession of such records to FPIC
upon demand.

9.4  E&S agrees that this Agreement or a copy hereof may be filed as a financing
statement, if FPIC so elects.  E&S further agrees to sign a UCC-1 Form to
secure FPIC's security interest in the expirations and renewals upon reasonable
request by FPIC; provided that upon termination of this Agreement and E&S' not
being in default of any payment obligation to FPIC hereunder, FPIC immediately
shall cancel or terminate such filing.

ARTICLE 10 - INDEPENDENT CONTRACTOR RELATIONSHIP

10.1 Nothing contained in this Agreement shall be construed to create the
relationship of employer and employee between FPIC and E&S, or between FPIC and
any employees, representatives or Sub-producers retained by E&S. E&S shall
carry out its responsibilities hereunder subject to its own discretion and not
subject to time or manner directions of FPIC.

ARTICLE 11 - ADVERTISING

11.1 Before E&S uses FPIC's name in any form of advertising, a copy of the
proposed advertisement shall be forwarded to FPIC.  No such advertisement shall
be used without the prior written permission of FPIC.  All agreements with
Sub-producers shall require that before they use FPIC's name in any
advertising, a copy of the proposed advertisements shall be forwarded via E&S
to FPIC, and that no such advertisements shall be used without the prior
permission of FPIC.

11.2 If an advertisement containing FPIC's name is used by E&S or Sub-producers
retained  by E&S, E&S shall maintain a copy of the advertisement and full
details concerning where, when and how it was used, and comply with all legal
requirements regarding content, review and approval of advertising and
maintenance of records.  E&S, however, shall not be required to maintain
records of the names and addressees of recipients of any direct mailing or
advertising but shall only record the geographical area in which such mailing
or advertising was used except to the extent retention of such information is
required by law.

ARTICLE 12 - E&S' LICENSING

12.1 E&S has and shall maintain current licenses and authorities as required by
law for the conduct of its business pursuant to this Agreement.


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12.2 E&S shall be responsible for  verifying that all Sub-producers retained by
E&S maintain appropriate licenses and authorities as required by law for
conduct of their businesses.


12.3 E&S shall maintain in force agreements, in form reasonably satisfactory to
FPIC, with Sub-producers retained by E&S hereunder.

ARTICLE 13 - E&S' SALE OR TRANSFER

13.1 In the event a majority interest in E&S is to be sold or transferred or
E&S is to merge or be consolidated with another firm not under common control,
controlling or controlled by E&S or FPIC, E&S shall give 30 days advance
written notice to FPIC,  to allow FPIC, at its election:

     (a) To consent to assignment of this Agreement to the successor;

     (b) To enter into a new agreement with the successor;  or

     (c) To terminate this Agreement.

13.2 FPIC shall notify E&S of its decision within 15 days of the receipt of the
notice.

13.3 E&S shall notify FPIC in writing within 15 days if there is a change in:

     (a) Ownership of 10 percent or more of the outstanding voting stock of 
     E&S; or

     (b) The president of E&S.

ARTICLE 14 - INDEMNITY AGREEMENT

14.1 E&S shall indemnify and hold FPIC harmless from any and all claims,
causes of action, damages, judgments, fines, penalties and expenses (including,
but not limited to, attorney's fees and costs of court) which may be made
against FPIC by anyone, including any governmental agency or regulatory
authority, and which arise, either directly or indirectly, principally out of
any negligent or grossly negligent actions or inactions or willful misconduct
or violation of any statute or regulation by E&S, including, but not limited to
any negligent or grossly negligent actions or inactions or willful misconduct
or violation of any statute or regulation by any Sub-producer retained by E&S
or any of E&S' or such Sub-producers' employees or representatives, arising
under this Agreement.

14.2 FPIC shall indemnify and hold E&S harmless from any and all claims, causes
of action, damages, judgments, fines, penalties and expenses (including, but
not limited to, attorney's fees and costs of court) which may be made against
E&S and which 



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arise, either directly or indirectly, principally out of any negligent or
grossly negligent actions or inactions or willful misconduct or violation of
any statute or regulation by FPIC, including, but not limited to, any negligent
or grossly negligent actions or inactions or willful misconduct or violation of
any statute or regulation by FPIC's employees or representatives, arising under
this Agreement.

14.3 If any person seeks indemnity hereunder ("Indemnified Person"), the
Indemnified Person shall give the indemnifying party ("Indemnifying Party")
prompt written notice of the claim, cause of action, damage, judgment, fine,
penalty and expense against which indemnification is sought, including copies
of all documents and information reasonably relating thereto.  The Indemnifying
Party promptly shall commence defending the Indemnified Person through
competent attorneys reasonably satisfactory to the Indemnified Person.  The
Indemnified Person shall cooperate with the Indemnifying Party in such defense,
but the ultimate decision whether to defend or settle shall be made by the
Indemnified Person.

14.4 If either party shall institute any lawsuit to enforce the obligations
assumed by the other party under this Agreement, the prevailing party shall be
entitled to recover from the other party all costs, expenses, judgments and
attorney's fees incurred by the prevailing party in connection with the
lawsuit.

14.5 E&S has and shall maintain E&O insurance with an insurer reasonably
acceptable to FPIC and providing coverage of the greater of (i) the minimum
required by law or (ii) $1,000,000.

ARTICLE 15 - MEDIATION AND VENUE

15.1 If irreconcilable differences arise as to the interpretation of this
Agreement, either party may request, in writing, mediation of such differences.
Such mediation shall be conducted pursuant to Commercial Mediation  Rules of
the American Arbitration Association.  Such mediation shall be conducted in Los
Angeles, California, and concluded within 30 days after notice of mediation.
The costs of the parties incurred in the mediation shall be allocated by the
mediator pursuant to the equities of the parties with respect to the matters
mediated.

15.2 If any dispute cannot be resolved by mediation, the parties agree that the
courts of California shall have exclusive jurisdiction to resolve any such
dispute and that the internal law of California will apply to the
interpretation and enforcement of the dispute.

ARTICLE 16 - TERMINATION

16.1 This Agreement shall be terminable by either party (i) upon 15 days' prior
written notice to the other party for "cause" (defined, as hereinafter used in
this Article 16, 



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as the other party's permanent legal or physical inability to perform its
obligations hereunder, the other party's conviction of a felony or the other
party's "Material Breach" of this Agreement and failure to cure such Material
Breach within the applicable cure period); and (ii) upon 90 days prior written
notice to the other party as of the end of any calendar quarter.  A "Material
Breach" shall consist of (a) failure by a party to pay any amount due hereunder
when due, which is not paid within 15 days following the other party's written
demand for such payment, or (b) failure to obtain or maintain, or termination
or suspension of, a license, permit or other authority necessary for a party to
conduct its business as contemplated hereunder which is not cured within 30
days.

16.2 Upon termination, E&S promptly shall deliver or cause to be delivered to
FPIC, at FPIC's expense, all property of FPIC in E&S' control or possession,
including but not limited to, Policies, manuals, forms, unused drafts and all
materials used in servicing of Policies, including computerized and data
processing records.  If E&S fails to deliver such property within 15 days after
the termination of  this Agreement, E&S shall bear all reasonable expenses
which FPIC may expend or cause to be expended in obtaining such items.  If
policy supplies cannot be accounted for by E&S or have been destroyed, lost or
mislaid, E&S agrees to protect, defend, and hold FPIC harmless from all persons
and claims whatsoever arising with respect to such policy supplies.

16.3 FPIC may, for "cause," in its sole discretion, suspend any and all of E&S'
authority pursuant to this Agreement.  Such suspension shall be effective upon
written notification to E&S setting forth the nature of the for "cause"
determination in reasonable detail.

16.4 In the event of termination of this Agreement by FPIC for "cause," any
indebtedness of E&S to FPIC and all premiums in the possession of E&S, or for
the collection of which E&S is responsible, shall become immediately due to
FPIC.

16.5 The failure of either party to declare promptly a default or breach of any
of the terms and conditions of this Agreement shall not be construed as a
waiver of any of such terms and conditions, nor stop either party from
thereafter demanding full and complete compliance herewith.

16.6 Notwithstanding the termination of this Agreement, the provisions of this
Agreement, including without limitation the obligation to settle any 
adjustments with respect to the Employers Excess Indemnity commission set forth
in Section 4.1, shall continue to apply to all unfinished business to the end
that all obligations and liabilities incurred by each party as a result of this
Agreement shall be fully performed and discharged.

ARTICLE 17 - MISCELLANEOUS

17.1 This Agreement supersedes all previous agreements, if any, whether written
or oral, between FPIC and E&S relating specifically to the subject matter
hereof.


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17.2 E&S shall not assign its rights and obligations under this Agreement in
whole or in part without the prior written approval of FPIC.

17.3 Wherever from the context it appears appropriate, each term stated in
either the singular or plural shall include the singular and plural and any
term stated in either the masculine, the feminine or the neuter gender, shall
include the masculine, the feminine and the neuter gender.  All captions and
section headings are intended to be for purposes of reference only and do not
affect the substance of the sections to which they refer.

17.4 Each party hereto agrees to perform any further acts and execute and
deliver any further documents which may be reasonably necessary to carry out
the provisions of this Agreement.

17.5 In the event that any of the provisions, or portions thereof, of this
Agreement are held to be illegal, invalid or unenforceable by any court of
competent jurisdiction, the validity and enforceability of the remaining
provisions, or portions thereof, shall not be affected by the illegal, invalid
or unenforceable provision or by its severance herefrom.

17.6 Any and all notices required or permitted to be given under this Agreement
shall be in writing and shall be deemed given when deposited in the United
States Postal Service, Certified Mail, Return Receipt Requested, or faxed with
confirmation by phone to a vice president or more senior officer of the
recipient, to the parties' addresses as provided below or such other addresses
provided by the parties:

                    FPIC:
                    Frontier Pacific Insurance Company
                    4250 Executive Square, Suite 200
                    La Jolla, CA 92037
                    Attention: ___________________

                    Copy to:
                    Frontier Insurance Group
                    195  Lake Louise Marie Road
                    Rock Hill, NY 12775-8000
                    Attention:  Kevin Jeffrey

                    E&S:
                    Transre Insurance Services
                    c/o  Exstar E&S Insurance Services
                    2029 Village Lane
                    Solvang CA 93463
                    Attn: Peter J. O'Shaughnessy

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<PAGE>   14



17.7 This Agreement may be executed in multiple counterparts, each of which and
together shall constitute an original document.




FPIC:                                    E&S:
                                    
FRONTIER PACIFIC INSURANCE COMPANY       TRANSRE INSURANCE SERVICES
By:                                       By:                        
    -----------------------                  ----------------------
Date:                                     Date:   9-18-97           
     ----------------------                   ---------------------
       

                                         EXSTAR E&S INSURANCE SERVICES
                                         By:                        
                                             ----------------------
                                         Date:   9-18-97           
                                              ---------------------



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