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                                                                 Exhibit 10.38



TITLE:        LAWYERS' PROFESSIONAL LIABILITY
              PRIOR AGREEMENT EXCESS REINSURANCE
              CONTRACT


BETWEEN:      INTERLEX INSURANCE COMPANY
              AND
              THE REINSURERS SIGNATORY HERETO


COMMENCING:   1ST OCTOBER, 1996


U. S. CLASS-
IFICATION:    U.S. REINSURANCE




<PAGE>   2





INDEX




<TABLE>
<S>          <C>
PREAMBLE     IDENTITY OF PARKS

ARTICLE 1    BUSINESS REINSURED

ARTICLE 2    COVER, LIMIT AND RETENTION

ARTICLE 3    DEFINITIONS

ARTICLE 4    TERRITORTIAL SCOPE

ARTICLE 5    EXCLUSIONS

ARTICLE 6    EXTRA-CONTRACTUAL OBLIGATIONS

ARTICLE 7    PREMIUM

ARTICLE 8    PERIOD

ARTICLE 9    LOSS REPORTS AND PAYMENTS

ARTICLE 10   CURRENCY

ARTICLE 11   ACCESS TO RECORDS AND CLAIMS REVIEW

ARTICLE 12   LOSS RESERVES

ARTICLE 13   TAX PROVISIONS

ARTICLE 14   DELAYS, ERRORS OR OMISSIONS

ARTICLE 15   INSOLVENCY OF THE REASSURED

ARTICLE 16   AMENDMENTS AND ALTERATIONS

ARTICLE 17   ARB1TRATION

ARTICLE 18   SERVICE OF SUIT (NMA 1998)

ARTICLE 19   INTERMEDIARY

ARTICLE 20   PARTICIPATION

ATTACHMENTS  NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY
             REINSURANCE - U.S.A.
</TABLE>


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LAWYERS' PROFESSIONAL LIABILITY
PRIOR AGREEMENT EXCESS OF LOSS REINSURANCE CONTRACT

PREAMBLE

This Contract is made and entered into between Interlex Insurance Company of
1903 E. Battlefield, Springfield, Missouri 65804, U.S.A. (NAIC Code 10037)
(hereinafter referred to as the "Reassured") and the Reinsurers signatory
hereto (hereinafter referred to as the "Reinsurers"), on the following terms
and conditions:

ARTICLE 1

BUSINESS REINSURED

Claims made against the Reassured as hereinafter provided and specified on any
policies written or renewed by the Reassured covering Lawyers' Professional
Liability and all other ancillary coverages as original and as declared and
agreed prior to binding by Reinsurers.

ARTICLE 2

COVER LIMIT AND RETENTION

This Contract applies to excess policies coming within the scope of this
Contract which are issued by the Reassured for limits in excess of either
US$1,000,000 each and every insured each claim and/or US$3,000,000 in the
aggregate each policy where applicable.

In respect of all such excess policies the Reassured shall cede, and the
Reinsurers shall accept by way of reinsurance under this Contract, liability in
excess of minimum underlying limits of either US$1,000,000 each and every
insured each claim and/or US$3,000,000 in the aggregate each policy where
applicable.

The Reassured shall retain the said underlying limits for their own account
but, without prejudice to the above, shall be at liberty to protect that
retention by way of reinsurance for their own account and benefit.

With respect to each such cession, no claim shall be made under this Contract
unless and until the Reassured have paid or advanced, or agreed to pay or
advance, an amount in excess of the said underlying limits.

The Reinsurers shall then be liable for the amount in excess of the said
underlying limits, but the amount recoverable hereunder shall not exceed the
difference between up to US$5,000,000 each and every insured each claim and/or
US$5,000,000 in the aggregate each policy where applicable and the
aforementioned underlying limit of US$1,000,000 each and every insured each
claim and/or US$3,000,000 in the aggregate each policy where applicable.

ARTICLE 3

DEFINITIONS
A.   The terms "Policy" or "Policies", as used in this Contract shall mean any
     binder, policy, endorsement or contract of insurance, including any
     certificates issued thereunder, issued, accepted or held covered by the
     Reassured.


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B.   For the purposes of this Contract the "claim made" date shall be as
     defined under the original policy. Furthermore, as regards extended
     reporting endorsements, the date a claim is made shall determine the date
     of loss for the purpose of this contract.

ARTICLE 4

TERRITORIAL SCOPE

This Contract shall cover wherever the Reassured's original policies cover.

ARTICLE 5

EXCLUSIONS

This Contract does not apply to and absolutely excludes the following:

1. Nuclear Incidents, in accordance with the attached Nuclear Incident
   Exclusion Clause Liability- Reinsurance- U.S.A.

2. All liability of the Reassured arising by contract, operation of law, or
   otherwise, from its participation or membership, whether voluntary or
   involuntary, in any Insolvency Fund. "Insolvency Fund" includes any Guaranty
   Fund, Insolvency Fund, Plan, Pool, Association, Fund or other arrangement,
   howsoever denominated, established or governed which provides for any
   assessment of or payment or assumption by the Reassured of part or aU of any
   claim, debt, charge, fee or other obligation of an insurer, or its
   successors or assigns which has been declared by any competent authority to
   be insolvent or which is otherwise deemed unable to meet any claim, debt,
   charge, fee or other obligation in whole or in part.

3. Reinsurance Assumed

ARTICLE 6

EXTRA-CONTRACTUAL OBLIGATIONS

This Contract shall protect the Reassured, within the limits of the original
policy, in respect of any liability incurred by the Reassured as the result of
an award in respect of any extra contractual obligation as more full defined
below. The Reinsurers agree that the liability so incurred, plus the
Reassured's contractual loss if any, shall be considered as one combined loss
for the purposes of the Reassured's retention and of the recovery under this
Contract subject always, however, to the amount recoverable hereunder not
exceeding the limit of the original policy.

"Extra-contractual obligations" are defined as those liabilities of the
Reassured not covered under any other provision of this Contract and which
arises from the handling of any claim on business covered hereunder, such
liabilities arising because of, but no limited to, the following: failure by
the Reassured to settle within the policy limit, or by reason of alleged or
actual negligence, fraud or bad faith in rejecting an offer of settlement or in
the preparation of the defence or in the trial of any action against their
insured or in the preparation or prosecution of an appeal consequent upon such
action.

The date of which any extra-contractual obligation is incurred by the Reassured
shall be deemed, in all circumstances, to be the date the original claim was
made.

However, this Article shall not apply where such extra-contractual obligations
have been incurred due to the fraud of a member of the Board of Directors or a
corporate officer of the Reassured acting individually or collectively or in
collusion with any individual or corporation or any other organisation or party
involved in the presentation, defense or settlement of any claim.


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ARTICLE 7

PERIOD

This Contract takes effect on 1st October, 1996 and applies to claims made
against the Reassured on original policies attaching during the period from 1st
October, 1996 to 30th September, 1997 both days inclusive, including extended
reporting endorsements attaching to any said policies.

In the event of non-renewal of this Contract, all policies, including extended
reporting endorsements attaching thereto, in force as of the effective time and
date of non-renewal shall continue to be covered until their individual natural
expiration termination or next anniversary dates, whichever comes first, but in
no event for longer than twelve months plus odd time from the effective time
and date of cancellation, except in the case of extended reporting endorsements
coverage which may be unlimited.

For all purposes of this Article, any extended reporting endorsement attaching
to a policy covered hereunder shall be considered as part of the period of the
said policy, subject to the provision that a separate limit of liability may
apply in respect thereof. Any claim or incident reported under any extended
reporting endorsement shall be deemed to have been made on the last day
coverage was in force prior to the issuance of such endarsement.

ARTICLE 8

PREMIUM

The Reassured shall pay to the Reinsurers the Original net premiums for limits
attaching to this Contract. Original net premium is the Original Gross Premium
of the Individual Policy as  determined and agreed by Reinsurers, less 10%.

Accounts between the parties shall be rendered and settled by the Reassured on
a quarterly basis within 60 days following the end of each quarter. Any balance
due from the Reinsurers shall be settled by them as soon as possible after the
accounts have been rendered to them.

ARTICLE 9

LOSS REPORTS AND PAYMENTS

The Reinsurers agree to abide by all loss settlements of the Reassured subject
to such settlements being within the terms and conditions of the policies and
of this Contract. The Reassured at its sole discretion shall adjust, settle or
compromise all losses and all such adjustments, settlements or compromises
shall be unconditionally binding upon the Reinsurers, who shall also benefit in
due proportion from any salvages, recoveries and compromises effected or
negotiated by the Reassured.

The Reassured shall advise the Reinsurers promptly of all losses, and of any
subsequent developments in connection therewith, which are reserved by the
Reassured at $1,000,000 Ultimate Net Loss or more, from the ground up.

The information provided by the Reassured shall be sufficient to enable the
individual losses, the nature of each claim, the claim made date and the
inception or renewal dates of the policies to which such losses relate, to be
readily identified.

The Reinsurers agree to pay any amount for which they may be liable under this
Contract as soon as possible after the settlement request has been furnished to
them.



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ARTICLE 10

CURRENCY

The currency to be used for all purposes of this Contract shall be United
States Dollars.

ARTICLE I 1

ACCESS TO RECORDS AND CLAIMS REVIEW

All documents and records in the possession of the Reassured conceming this
Contract shall be made available upon reasonable notice at the request of the
Reinsurers for inspection at the Reassured's offices by the Reinsurers or their
nominated representatives for the purposes of obtaining information concerning
this Contract or the subject matter hereof.

Specifically, the Reinsurers shall be entitled to nominate a representative to
assess the Reassured's claims and claims procedures.

For the avoidance of doubt, it is hereby expressly agreed that the rights given
to the Reinsurers by this Article shall continue in effect notwithstanding the
expiration of this Contract and shall be exercised at the Reinsurers' own
expense.

ARTICLE 12

LOSS RESERVES

This Article applies only to those Reinsurers signatory hereto who do not
qualify for credit under the regulations of the State insurance authorities or
departments which have jurisdiction over the Reassured's loss reserves.

The Reassured agree that when, for its Annual Convention Statement purposes, it
files with the authorities or departments mentioned above or sets up in its
books statutory reserves for known outstanding losses and allocated loss
expenses reinsured by this Contract it shall forward to the Reinsurers a clear
statement of the Reinsurers' proportion of those reserves detailing the amounts
involved for known outstanding losses and allocated loss expenses and also how
those amounts are calculated.

The Reinsurers, promptly upon receipt of the Reassured's statement, shall apply
for and secure delivery to the Reassured of clean, irrevocable and
unconditional Letters of Credit, in amounts equal to their proportion of the
stated reserves. Under no circumstances shall any amount relating to reserves
in respect of losses or loss expenses Incurred But Not Reported be included in
the amount of the Letter of Credit.

All Letters of Credit procured pursuant to this Contract shall be issued by a
Bank which is a Member of the Federal Reserve and shall be in full conformity
with the requirements of the authorities or departments mentioned in the first
paragraph of this Article current at the date of the Reassured's statement.
Further, they shall be "Evergreenn in that they shall be issued for an initial
period of not less than one year and shall be automatically extended for one
year from their original expiration dates and subsequently from their extended
expiration dates unless and until, at least thirty days before any expiration
date, the issuing bank gives notice to the Reassured by registered mail that
the issuing bank elects not to extend the life of the Letter of Credit in
question beyond its forthcoming expiration date.

In consideration of the agreement of the Reinsurers to furnish such Letters of
Credit to the Reassured to enable it to obtain credit for the reinsurance
provided under this Contract, the Reassured hereby


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undertakes to hold such Letters of Credit and the proceeds of any drawings made
upon them in trust for the Reinsurers and to use and apply the procesds of any
such drawings for the following purposes only:

a.  To pay the Reinsurers' share or to reimburse the Reassured for that
    share of any liability for loss or allocated loss expense reinsured by
    this Contract;

b.  To refund to the Reinsurers any balance by which the amount of the
    Letter of Credit exceeds the Reinsurers' proportion of any liability for
    loss or aUocated loss expense reinsured by this Contract;

c.  In the event that one or more of the Reinsurers participating in the
    Letter of Credit gives timely notice of cancellation or non-renewal
    of their participation in the Letter of Credit and provided that in respect
    of cancellation or non-renewal and that if it is implemented, the Reassured
    will ensure that a rate of interest is obtained for the Reinsurers on such
    a deposit account that is at least equal to the rate which would be paid by
    Citibank N.A. in New York, and further that the Reassured with account to
    the Reinsurers on an annual basis for all interest accruing on the cash
    deposit account for the banefit of the Reinsurers.

The issuing bank shall have no responsibility whatsoever in connection with the
propriety of drawings made by the Reassured on the Letters of Credit issued
under this Contract or in connection with the disposition of any funds so
withdrawn, except to ensure that drawings are made only upon the order of
properly authorized representatives of the Reassured.

All Letters of Credit procured for the Reassured under this Contract shall be
adjusted at annual intervals, or more frequently as agreed (but never more
frequently than quarterly), to reflect the current balance of the Reinsurers'
proportion of the Reassured's known outstanding loss and allocated loss expense
reserves and the Reassured shall produce a statement for this purpose detailed
in the same way as the original statement on the basis of which such Letters of
Credit were first issued. If the statement shows that the Reinsurers'
proportion of such losses and allocated expenses reserves exceeds the current
amount of the Letters of Credit, the Reinsurers shall, within thirty days after
receipt of the statement secure the amendment of the Letters of Credit
increasing their amount to the amount of the current balance of these items.
If, however, the statement, shows that the Reinsurers' proportion of the
current balance of those items is less than the amount of the Letters of Credit
the Reassured shall, within thirty days of receipt of a written request from
the Reinsurers to do so, facilitate the release of the excessive security by
authorizing the amendment of the Letters of Credit so as to reduce their amount
to the current balance required.

Under no circumstances shall any excessive secutity so determined be applied
towards securing the Reassured's reserves for losses or loss expenses Incurred
But Not Reported.

All expenses incurred in the establishment or maintenance of such Letters of
Credit shall be for the account of the Reinsurers.

ARTICLE 13

TAX PROVISIONS

The Reassured shall be liable for all taxes (except Federal Excise Tax) levied
on premiums payable to the Reinsurers hereunder. Federal Excise Tax applies
only to those Reinsurers, excepting Underwriters at Lloyd's, London and other
Reinsurers exempt from the Federal Excise Tax, who are domiciled outside the
United States of America.

To the extent that such premium is subject to Federal Excise Tax, the
Reinsurers hereby agree to allow as a deduction from the premium, for the
purpose of paying Federal Excise Tax, 1% of the premium payable hereon.



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In the event of any return premium becoming due hereunder the Reinsurers with
deduct 1% from the amount of the return, and the Reassured or their agents
shall take stops to recover the tax from the Government of the United States of
America.

Notwithstanding the above, any changes in the Federal Excise Tax rate or the
exemption status of Reinsurers shall be automatically applicable to this
Contract.

In consideration of the terms under which this Contract is issued, the
Reassured undertake not to claim any deduction in respect of premium payable
hereon when mailing tax returns, other than Income or Profits tax returns, to
any fiscal authority of the United States of America or any State or Territory
thereof.

ARTICLE 14

DELAYS, ERRORS OR OMISSIONS

No inadvertent delay, error or omission shall be held to relieve either party
hereto of any liability which would have attached to them under this Contract
if such delay, error or omission had not been made, provided that
recitification is made immediately upon discovery.

ARTICLE 15

INSOLVENCY OF THE REASSURED

Amounts due to the Reassured under this Contract shall be payable by the
Reinsurers on the basis of the liability of the Reassured under the original
policies reinsured hereunder without diminution because of the insolvency of
the Reassured.

In the event of the insolvency of the Reassured, the Liquidator or Receiver or
Statutory Successor of the Reassured shall give written notice to the
Reinsurers of the pendency of any claim against the insolvent Reassured on the
original policies reinsured hereunder within a reasonable time after such claim
is filed in the insolvency proceedings. During the pendency of such claim the
Reinsurers may investigate such claim and intervene, at their own expense, in
the proceedings where such claim is to be adjudicated and interpose any defence
or defences which they may deem available to the Reassured or their Liquidator
or Receiver or Statutory Successor. The expense thus incurred by the Reinsurers
shall be chargeable, subject to court approval, against the insolvent Reassured
as part of the expense of liquidation to the extent of a proportionate share of
the benefit which may accrue to the Reassured solely as a result of the defence
so undertaken by the Reinsurers.

When two or more Reinsurers are involved in the same claim and a majority in
interest elect to investigate the claim and/or to interpose defence to such
claim, the expense shall be apportioned in accordance with the terms of the
above paragraph as though such expense had been incurred by the Reassured.

Should the Reassured go into liquidation or should a receiver be appointed, the
Reinsurers shall be entitled to deduct from any sums which may be or may become
due to the Reassured under this Contract any sums which are due to the
Reinsurers from the Reassured under this Contract and which are expressed
herein to be payable at a fixed or stated date, as well as any other sums due
to the Reinsurers which are permitted to be offset under applicable law.

In the event of the insolvency of the Reassured, the amounts due to the
Reassured under this Contract shell be payable by the Reinsurers directly to
the Reassured or to their Liquidator, Receiver or Statutory Successor.

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ARTICLE 16

AMENDMENTS AND ALTERATIONS

The terms herein contained comprise the whole Contract between the Reassured
and the Reinsurers and may only be changed in writing, signed by or on behalf
of both parties.

ARTICLE 17

ARBITRATION

As a condition precedent to any right of action hereunder, all disputes or
differences arising out of or conlnected with this Contract (whether or not
arising before or after cancellation) including interpretation or
implementation of its terms, shall be referred to arbitration, in the City in
which the Reassured's principal office is located.

The party which desires to refer a matter to Arbitration (.the Claimant") shall
so notify the other party ("the Respondent") in writing and at the time of so
doing shall request the Respondent to agree as sole Arbitrator one of a list of
three individuals whom the Claimant shall name. The Respondent shall, within 30
days of receipt of the said notice, notify the Claimant either (a) that it
agrees one of those three individuals as sole Arbitrator, thus completing the
constitution of the Arbitral Tribunal, or (b) that it nominates another person
as its own Arbitrator.

In the event that the Respondent nominates its own Arbitrator, the Claimant
shall itself nominate its own Arbitrator within 30 days of receipt by it of the
Respondent's notice. The two Arbitrators so nominated shall, within 30 days of
the appointment of the second of them, themselves appoint a third Arbitrator to
complete the constitution of the Arbitral Tribunal.

Should the Respondent or the two chosen Arbitrators fail to make the
appointment required of them, then on application of the Claimant, the American
Arbitration Association will appoint the third arbitrator, and such appointment
wiU be made in accordance with the qualifications set forth in this Article
without regard to any of the American Arbitration Association's commercial
arbitration rales, including its rules conceming the qualifications and/or
nationality of arbitrators.

All Arbitrators shall be active or former disinterested officials of Insurance
or Reinsurance Companies or Lloyd's Underwriters who have experience of the
class of business which is the subject matter of this Contract.

The Arbitral Tribunal shall interpret this Contract as if it were an honourable
engagement and not as merely a legal obligation; it is relieved of all judicial
formalities and may abstain from following the strict rules of law, and shall
make its award with a view to effecting the general purpose of this Contract in
a reasonable manner with due regard to the custom and usage of the insurance
and reinsurance business.

The Arbitral Tribunal shall have full discretion to make such orders as it
thinks fit in connection with all procedural matters in the Arbitration,
including but not limited to the conduct of the reference by written or oral
submissions, the production of documents, the examination of witnesses, and the
imposition of time limits for the taking of necessary procedural steps. The
Arbitral Tribunal shall also have full discretion to make such orders as it
thinks fit with regard to the payment of the costs of the Arbitration including
attorneys' costs and fees. Punitive damages shall not be awarded, however the
Arbitral Tribunal may, at its discretion, award such other costs and expenses
as it deems appropriate, including but not limited to attorneys' fees, to the
extent permitted by law.

If more than one Reinsurer is involved in the same dispute, all such Reinsurers
shall constitute and act as one party for purposes of this clause, and
communications shall be made by the Reassured to each of the


<PAGE>   10


Reinsurers constituting the one party, provided that nothing therein shall
impair the rights of such Reinsurers to assert several, rather than joint,
defenses or claims, nor be construed as changing the liability of the
Reinsurers under the terms of this Contract from several to joint.

Any Award or order of the Arbitral Tribunal or a majority thereof shall be
binding on the parties and there shall be no right of appeal therefrom. For the
purpose of enforcement of any Final Award, such Final Award may be made a Rule
of any Court of competent jurisdiction.

ARTICLE 18

SERVICE OF SUIT (USA - NMA 1998)

This Article applies only to those Reinsurers signatory hereto who are
domiciled outside the United States of America or, should the Reassured be
authorized to do business in the State of New York, those Reinsurers who are
unauthorized in New York as respects suits instituted in New York.

It is agreed that in the event of the failure of the Reinsurers hereon to pay
any amount claimed to be due hereunder, the Reinsurers hereon, at the request
of the Reassured, will submit to the jurisdiction of a Court of competent
jurisdiction within the United States. Nothing in this Article constitutes or
should be understood to constitute a waiver of Reinsurers' rights to commence
an action in any Court of competent jurisdiction in the United States, to
remove an action to a United States District Court, or to seek a transfer of a
case to another Court as permitted by the laws of the United States or of any
State in the United States.

It is further agreed that service of process in such suit may be made upon
Mendes & Mount, 750 Seventh Avenue, New York NY, 10019 - 6829, and that in any
suit instituted against any one of them upon this Contract, Reinsurers will
abide by the final decision of such Court or of any Appellate Court in the
event of an appeal.

The above-named are authorized and directed to accept service of process on
behalf of Reinsurers in any such suit and/or upon the request of the Reassured
to give a written undertaking to the Reassured that they will enter a general
appearance upon Reinsurers' behalf in the event such a suit shall be
instituted.

Further, pursuant to any statute of any state, territory or district of the
United States which makes provision therefor, Reinsurers hereon hereby
designate the Superintendent, Commissioner or Director of Insurance or other
officer specified for that purpose in the Statute, or his successor or
successors in office, as their true and lawful attorney upon whom may be served
any lawful process in any action, suit or proceeding instituted by or on behalf
of the Reassured or any beneficiary hereunder arising out of this Contract, and
hereby designate the above-named as the person to whom the said officer is
authorised to mail such process or a true copy thereof.

ARTICLE 19

INTERMEDIARY

Carvill America, 180 North North Stetson Avenue, Suite 5100, Chicago, Illinois
60601, is hereby recognized as the Intermediary negotiating this Agreement. All
communications (including but not limited to notices, statements, premiums,
return premiums, commissions, taxes, losses, loss adjustment expenses,
salvages, and loss settlements) relating thereto shall be transmitted to the
Reassured or the Reinsurers through Carvill America. Payments by the Reassured
to the Intermediary shall be deemed to constitute payment to the Reinsurers.
Payments by the Reinsurers to the Intermediary shall be deemed to constitute
payment to the Reassured only to the extent that such payments are actually
received by the Reinsurer.



<PAGE>   11


ARTICLE 20

PARTICIPATION

This Contract obligates each of the Reinsurers for their proportion of the
interests and liabilities set forth under this Contract, such proportions being
shown in the attached Schedules.

The subscribing reinsurers' obligations under contracts of reinsurance to which
they subscribe are several and not joint and are limited solely to the extent
of their individual subscriptions. The subscribing reinsurers are not
responsible for the subscription of any co-subscribing reinsurer who for any
reason does not satisfy all or part of its obligations. - Ref: LSW 1001
(Reinsurance).

IN WlTNESS WHEREOF the parties hereto have, by their duly authorised
representative, executed this Contract as follows:

Signed in Springfield, Missouri this                    day of
1996

For and on behalf of the Reassured:
INTERLEX INSURANCE COMPANY

And for the Reinsurers by means of and in accordance with the attached
schedules which shall be considered to form an integral part of this Contract.


<PAGE>   12


                                 SCHEDULE B

                    Attaching to and forming part of the

                       LAWYERS' PROFESSIONAL LIABILITY
                 PRIOR AGREEMENT EXCESS REINSURANCE CONTRACT

                              effected between

                         INTERLEX INSURANCE COMPANY
                          of Springfield, Missouri
                (hereinafter referred to as the "Reassured")

                                     and

                         REINSURERS SIGNATORY HERETO
                (hereinafter referred to as the "Reinsurers")

Signed in London, England this      day of                 199

The London Insurance and Reinsurance Market Association for and on behalf of
the following Reinsurers:


8.26%    SPHERE DRAKE (UNDERWRITING) LIMITED

         For and on behalf of:
         SPHERE DRAKE INSURANCE PLC
         ReL. 960JHCA00245
         LIRMA Ref: S0289