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                            LIMITED AGENCY AGREEMENT

          This limited agency agreement ("Agreement") is entered into by and
between United Capitol Insurance Company, a Wisconsin insurance company
("UCIC"), and WESTCAP Insurance Services, Inc., a California corporation
("WESTCAP").

UCIC AND WESTCAP HEREBY AGREE AS FOLLOWS:

ARTICLE 1 - APPOINTMENT

1.1 UCIC hereby retains WESTCAP to act on behalf of UCIC with the authority and
subject to the terms and conditions hereinafter set forth, and WESTCAP hereby
accepts such retention.

1.2 UCIC's retention of WESTCAP hereby shall not restrict in any manner the
right of UCIC 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 Eastern time), October
1, 1997.

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

ARTICLE 3 - AUTHORITY OF WESTCAP

3.1 WESTCAP is hereby authorized and assumes the duty to act on behalf of UCIC
in the manner described herein. All actions and inactions of WESTCAP under this
authorization shall be subject to the ultimate authority of UCIC, and UCIC from
time to time shall be entitled to place reasonable restrictions on WESTCAP's
authority; provided such restrictions are in writing.

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

3.3 WESTCAP is hereby authorized, subject to underwriting guidelines established
and rates set by UCIC from time to time and applicable law, to accept
applications, to quote, bind and decline coverages and to conduct audits
("underwrite") on behalf of UCIC for all classes or lines of insurance set forth
in the Schedule of Business prepared by UCIC and attached hereto ("Schedule of
Business"); provided WESTCAP shall use applications and quote, bind and decline
forms approved by UCIC, and provided additionally WESTCAP shall have no
authority to bind reinsurance or retrocessions on behalf of UCIC. The Schedule
of Business shall provide the authority of WESTCAP 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 UCIC, provided such
amendments are in writing.

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

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

3.6 WESTCAP shall be responsible to the insured while this Agreement continues
in effect for the delivery to insureds of notices of renewal or non-renewal of
any Policy underwritten or delivered by WESTCAP 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 WESTCAP is hereby authorized, subject to applicable law and the applicable
provisions of this Agreement, to receive and receipt for premiums and fees, to
pay return premiums, to pay adjustments and to retain and pay commissions out of
such collected premiums, subject to the provisions of this Agreement.

3.8 WESTCAP shall not authorize any Sub-producer or other person or entity to
quote, bind, or decline coverages or otherwise underwrite on behalf of UCIC
without the prior written consent of UCIC.

3.9 The original sources of some or all business under this Agreement shall be
Sub-producers retained by WESTCAP. WESTCAP is hereby authorized to retain and to
enter into agreements with such Sub-producers with respect to the business
hereunder; provided WESTCAP shall have no authority to obligate UCIC 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
UCIC except for reckless conduct or willful misconduct of UCIC. Additionally,
WESTCAP shall be responsible for verifying the proper licensing of such
Sub-producers, and if any liabilities are incurred by UCIC as the result of
WESTCAP's accepting business from unlicensed or improperly licensed Sub-
producers, WESTCAP shall indemnify and hold UCIC harmless from, and reimburse
UCIC for, any and all such liabilities, including but not limited to fines,
court costs and expenses, legal fees and travel expenses.

3.10 WESTCAP may accept premium financed by premium finance companies, upon
terms and conditions approved in writing by UCIC.

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

3.12 WESTCAP shall perform the duties and have the rights described herein with
respect to all policies written through WESTCAP hereunder on or after the
Effective Date, and all Policies written through Transre Insurance Services and
Exstar E&S Insurance Services (collectively, "E&S") prior to October 1, 1997,
pursuant to that certain Limited Agency Agreement between Olympic Underwriting
Managers, Inc. and E&S dated October 9, 1996.

ARTICLE 4 - COMPENSATION

4.1 Except as otherwise specified on the Schedule of Business, UCIC shall allow
WESTCAP a gross commission of 27.5% of all gross written premium derived from
Policies underwritten or delivered by WESTCAP hereunder. 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.

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

4.3 If there is not a Sub-producer to receive the designated commission on a
Policy, WESTCAP shall be entitled retain the commission.

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

ARTICLE 5 - ACCOUNTING, RECORDS AND EDP

5.1 WESTCAP shall provide and maintain in forms reasonably acceptable to UCIC
all books, records, dailies and correspondence with policyholders necessary to
determine the amount of liability of UCIC and the amount of premium relating
thereto.

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 WESTCAP 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 WESTCAP 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 UCIC. Such records shall be
maintained for five years or for any longer retention period required by law or
UCIC.

5.5 All records in WESTCAP'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 UCIC or its agents.

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

5.7 WESTCAP shall immediately forward upon request to UCIC or UCIC's agents
exact, as written, copies of all applications, Policies and reports underwritten
or delivered by WESTCAP or used by WESTCAP hereunder, including all other
evidence of insurance written, modified or terminated.

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

5.9 UCIC shall be entitled to conduct semi-annually examinations of WESTCAP's
operations. Such examinations shall be conducted in reasonable manners and may
cover such matters as required or permitted by law.
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ARTICLE 6 - WESTCAP's REPORTS

6.1 WESTCAP shall provide to UCIC weekly and monthly electronic data transfer
and bordereaux providing such policy information in such format as reasonably
requested by UCIC, and shall provide to UCIC monthly by the eighth business day
of the following month accounting bordereaux providing such information in such
format as reasonably requested by UCIC, in respect of Policies issued or
delivered by WESTCAP hereunder. UCIC 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 WESTCAP.

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

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

ARTICLE 7 - EXPENSES

7.1 WESTCAP 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 WESTCAP or UCIC. These expenses shall include, but not be limited to:

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

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

     (c)  Postage and other delivery charges;

     (d)  Advertising not specifically agreed to by UCIC;

     (e)  EDP hardware, software and programming, except as provided in Section
     5.9;

     (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
     WESTCAP's business;

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

     (j)  Costs of office space, facilities, equipment and occupancy used by
     WESTCAP;

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

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

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

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

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

     (c)  Board and bureau fees;

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

     (e)  State or guaranty fund assessments;

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

     (g)  Reinsurance costs;

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

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

ARTICLE 8 - HANDLING OF FUNDS

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

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

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

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

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

     (c)  Payment of WESTCAP's, Sub-producers' and others' compensations as
     described in Article 4;

     (d)  Return of money deposited in error;

     (e)  Withdrawal of interest due WESTCAP hereunder;

     (f)  Payments with respect to audits; and

     (g)  Making of investments authorized by law.

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

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

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 WESTCAP 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 UCIC nor WESTCAP shall offset any balances due under this Agreement
with any amounts due under any other agreement between UCIC and/or its
affiliates and WESTCAP and/or its affiliates.

ARTICLE 9 - OWNERSHIP OF BOOKS AND RECORDS

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

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

9.3 WESTCAP pledges and grants to UCIC to further secure the payment obligations
of WESTCAP hereunder all of WESTCAP's records of expirations of Policies,
including, but not limited to, the ownership and use of such expirations. UCIC
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 WESTCAP hereby agrees peaceably to surrender possession
of such records to UCIC upon demand.

9.4 WESTCAP agrees that this Agreement or a copy hereof may be filed as a
financing statement, if UCIC so elects. WESTCAP further agrees to sign a UCC-1
Form to secure UCIC's security interest in the expirations and renewals upon
reasonable request by UCIC; provided that upon termination of this Agreement and
WESTCAP not being in default of any payment obligation to UCIC hereunder, UCIC
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 UCIC and WESTCAP, or between UCIC
and any employees, representatives or Sub-producers retained by WESTCAP. WESTCAP
shall carry out its responsibilities hereunder subject to its own discretion and
not subject to time or manner directions of UCIC.

ARTICLE 11 - ADVERTISING

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

11.2 If an advertisement containing UCIC's name is used by WESTCAP or Sub-
producers retained by WESTCAP, WESTCAP 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. WESTCAP, 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 - WESTCAP'S LICENSING

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

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

12.3 WESTCAP shall maintain in force agreements, in form reasonably satisfactory
to UCIC, with Sub-producers retained by WESTCAP hereunder.

ARTICLE 13 - WESTCAP'S SALE OR TRANSFER

13.1 In the event a majority interest in WESTCAP is to be sold or transferred or
WESTCAP is to merge or be consolidated with another firm not under common
control, controlling or controlled by WESTCAP or UCIC, WESTCAP shall give 30
days' advance written notice to UCIC, to allow UCIC, 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      UCIC shall notify WESTCAP of its decision within 15 days of the
receipt of the notice.

13.3      WESTCAP shall notify UCIC in writing within 15 days if there is a
change in:

          (a)  Ownership of ten percent or more of the outstanding voting stock
          of WESTCAP; or

          (b)  The president of WESTCAP.

ARTICLE 14 - INDEMNITY AGREEMENT

14.1 WESTCAP shall indemnify and hold UCIC 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 UCIC 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 WESTCAP, 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 WESTCAP or any of WESTCAP's or such Sub-producers' employees or
representatives arising under this Agreement.

14.2 UCIC shall indemnify and hold WESTCAP 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 WESTCAP 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 UCIC, including, but not limited
to, any negligent or grossly negligent actions or inactions or willful
misconduct or violation of any statute or regulation by UCIC'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 WESTCAP has and shall maintain E&O insurance with an insurer reasonably
acceptable to UCIC 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 of opinion arise as to the interpretation of
this Agreement, either party may request, in writing, mediation of such
difference of opinion. Such mediation shall be conducted pursuant to Commercial
Mediation Rules of the American Arbitration Association. Such mediation shall be
conducted in Chicago, Illinois, 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 Illinois shall have exclusive jurisdiction to resolve any such dispute
and that the internal law of Delaware 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, 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) the failure to obtain or maintain, or the
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, WESTCAP promptly shall deliver or cause to be delivered
to UCIC, at UCIC's expense, all property of UCIC in WESTCAP'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 WESTCAP fails to deliver such property within 15
days after the termination of this Agreement, WESTCAP shall bear all reasonable
expenses which UCIC may expend or cause to be expended in obtaining such items.
If policy supplies cannot be accounted for by WESTCAP or have been destroyed,
lost or mislaid, WESTCAP agrees to protect, defend, and hold UCIC harmless from
all persons and claims whatsoever arising with respect to such policy supplies.

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

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

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 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 UCIC and WESTCAP relating specifically to the subject matter
hereof.

17.2 WESTCAP shall not assign its rights and obligations under this Agreement in
whole or in part without the prior written approval of UCIC.

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.
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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:

     UCIC:
     United Capitol Insurance Company
     400 Perimeter Center Terrace - Suite 345
     Atlanta, Georgia  30346
     Attn:  Jim Satterfield

     WESTCAP:
     WESTCAP Insurance Services, Inc.
     2029 Village Lane
     Solvang CA 93463
     Attn:  Peter J. O'Shaughnessy

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

UCIC:                                   WESTCAP:
United Capitol Insurance                WESTCAP Insurance Services,
Company .                               Inc.
By:  /S/ J. W. Satterfield               By:  /S/ Steven C. Shinn
     ---------------------                   -------------------
Date: April 2, 1998                    Date: 4/21/98
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