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                                                                  Exhibit 10.32

                                                                      96/1146/RM
                                 ADDENDUM NO. 1

                      attaching to and forming part of the

                        MEDICAL PRACTITIONERS' LIABILITY
                         COMBINED REINSURANCE CONTRACT
           (formerly the Primary Excess Of Loss Reinsurance Contract)

                                  made between

                           INTERMED INSURANCE COMPANY
               of 1903 E.Battlefield, Springfield, Missouri, USA
                  (hereinafter referred to as "the Reassured")

                                      and

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

With effect from 1st October, 1996, the following amendments are made to this
     Contract:

1.    PREAMBLE is amended to read as follows:

      PREAMBLE

      This Contract is made and entered into between Intermed Insurance Company
      of 1903 E.Battlefield, Springfield, Missouri, USA (NAIC Code: 33367)
      (hereinafter refered to as "the Reassured") and the Reinsurers signatory
      hereto (hereinafter referred to as "the Reinsurers"), on the following
      terms and conditions:

      This COMBINED REINSURANCE CONTRACT (hereinafter referred to as ~this
      Contract") comprises two Sections as follows:

      SECTION (1):  PRIMARY EXCESS OF LOSS REINSURANCE

      and

      SECTION (2):  FIRST EXCESS CESSION REINSURANCE


      Unless otherwise specified, the ARTICLES of this Contract shall apply to
      both Sections, as mentioned above.

2.    ARTICLE 2, COVER LIM1T AND RETENTION is amended to read as follows:

                                   ARTICLE 2

      COVER. LIMIT AND RETENTION

      SECTION (1)

      SECTION (1)(A) below applies to each and every loss, each policy and/or
      insured.

      SECTION (1)(B) below applies to the sum of the Reassured's SECTION (1)(A)
      retentions in respect of two or more policies and/or insureds involved in
      the same loss occurrence.

      The Reinsurers shall accordingly be liable hereunder -


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SECTION (1)(A):

      Whenever the Reassured has paid or advanced or agreed to pay or advance,
      or become liable to pay on account of a loss under any policy, an amount
      in excess of US$400,000 Ultimate Net Loss each and every loss, each
      policy and/or insured, the amount recoverable from the Reinsurers
      hereunder shall be the amount in excess of US$400,000 Ultimate Net Loss
      each and every loss, each policy and/or insured, but such amount
      recoverable shall not exceed up to a further US$1,600,000 Ultimate Net
      Loss each and every loss, each policy and/or insured.

      and/or

SECTION (1)(B):

      Whenever two or more policies and/or insureds are involved in the same
      loss occurrence the amount recoverable from the Reinsurers hereunder
      shall be the amount in excess of US$400,000 Ultimate Net Loss each and
      every loss occurrence, but such amount recoverable shall not exceed a
      further US$1,600,000 Ultimate Net Loss each and every loss occurrence.

      Recoveries by the Reassured under SECTION (1)(A) above shall inure to the
      benefit of the Reinsurers under SECTION (1)(B).

      It is agreed that the maximum overall recovery under SECTION (1)(A) and
      (1)(B) of this Contract combined shall be 300% of the maximum premium
      payable hereunder for the Contract Period, as determined in ARTICLE 10,
      PREMIUM.

      It is warranted that the Maximum Original Policy Limit for the purposes
      of SECTION (1) of this Contract is US$1,000,000, or so deemed, except as
      respects awards in excess of the Reassured's original policy limits
      and/or awards arising out of any extra-contractual obligation, both as
      more fully defined in ARTICLES 8 and 9 of this Contract, where coverage
      hereon applies to original policies issued for limits up to a maximum of
      US$2,000,000.

      It is agreed that although the original policies are issued by the
      Reassured on an occurrence, claims made and claims paid basis, recoveries
      hereunder shall be made on a claims made basis only.

      It is further agreed that although original policies may contain
      aggregate coverage, no aggregate coverage shall be provided by SECTION
      (1) of this Contract.

      SECTION (2)

      SECTION (2) of this Contract applies to excess policies coming within the
      scope of this Contract which are issued by the Reassured for limits in
      excess of US$1,000,000 each and every loss, each policy and/or insured
      and/or US$3,000,000 in the aggregate each policy and/or insured where
      applicable.

      The Reassured shall retain the said underlying limits for its own account
      but, without projudiee to the above, shall be at liberty to protect that
      retention by way of Excess of Loss Reinsurance as detailed in SECTION (1)
      of this contract for its own account and benefit.

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

                                                                      96/1146/RM

      The Reinsurers shall then be liable for the amount in excess of the said
      underlying limits as follows:



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      (A)  up to the difference between US$2,000,000 each and every
           loss, each policy and/or insured and/or US$4,000,000 in the
           aggregate each policy and/or insured where applicable and the
           aforementioned underlying limits of US$1,000,000 each and every
           loss, each policy and/or insured and/or US$3,000,000 in the
           aggregate each policy and/or insured where applicable, or

      (B)  up to the difference between US$2,000,000 each and every
           loss, each policy and/or insured and/or US$3,000,000 in the
           aggregate each policy and/or insured where applicable and the
           aforementioned underlying limits of US$1,000,000 each and every
           loss, each policy and/or insured and/or USS$3,000,000 in the
           aggregate each policy and/or insured where applicable.

      Reinsurers shall be further liable for their proportionate share of loss
      adjustment expenses as provided for in ARTICLE 12, LOSS REPORTS AND
      PAYMENTS, SECTION (2).

      In addition to the retention and limits as detailed in SECTIONS (2)(A)
      and (2)(B) above, should the Reassured incur additional liability from a
      cession made to SECTION (2) of this Contract as the result of an award in
      excess of its original policy limit or from any extracontractual
      obligation, both as more fully defined herein, the Reinsurers shall
      accept as a separate limit hereunder the additional liability incurred,
      subject however to the limits available under the underlying Primary
      Excess of Loss having first been exhausted and the total amount
      recoverable under SECTION (2) of this Contract in respect of any award(s)
      in excess of original policy limits and/or extra-contractual obligations
      being limited to an amount not exceeding one further cession limit in
      all.

      The Reassured shall be the sole judge of what constitutes "each excess
      policy" or "in the aggregate" as used in SECTION (2) of this Contract.

      The amount of the Reinsurers' liability hereunder in respect of any loss
      or losses shell not be increased by reason of the inability of the
      Reassured to collect from any other Reinsurers, whether specific or
      general, any amounts which may have become due from them, whether such
      inability arises from the insolvency of such other Reinsurers or
      otherwise.

      It is agreed that the maximum overall recovery under SECTION (2) of this
      Contract shall be limited to US$5,000,000 (exclusive of loss expenses)
      for the contract period hereon.

SECTIONS (1) AND (2)

      Recoveries under SECTION (1) of this Contract shell be disregarded when
      calculating the amount of any loss recoverable under SECTION (2).
      However, the coverage provided under SECTION (1) for all losses,
      including specific coverage for awards in excess of original policy
      limits and/or extracontractual obligations, shall be fully exhausted
      before any amount of loss derived from specific coverage for losses in
      excess of original policy limits and/or extracontractual obligations can
      be recoverable under SECTION (2).

      This Contract is a contract of reinsurance separate and distinct from the
      original policies written by the Reassured.

3.    Items C, D and E of ARTICLE 3, DEFINITIONS are amended to read as follows:

C.    For the purposes of this Contract the "claim made" date for any loss
      recoverable hereunder shall be deemed to be date of the receipt by the
      Reassured of acceptable notice from its original insured or a
      representative of its original insured that a claim is being or may be
      made against that original insured. The date of such receipt shall
      determine the date of loss for  the purposes of this Contract.
                                                                      96/1146/RM

      Furthermore, as regards extended reporting endorsements, the date a claim
      is made shall determine the date of loss for the purpose of this Contract




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     With regard to SECTION (1) of this Contract only, in the event that two
     or more policies and/or insureds are involved in the same loss occurrence
     and there is a difference in the dates claims are made during this
     Contract Period, or subsequent renewal thereof, the date on which the
     first claim is made shall establish the date of loss for all related
     claims arising out of the same loss occurrence. Notwithstanding the
     foregoing, in any loss occurrence, should any claim made date(s) fall
     prior to 1st October 1993, it is understood and agreed that those specific
     loss(es) shall be disregarded for the purposes of determining the
     Reassured's Ultimate Net Loss hereunder.

D.   The term "Annual Period" as used in respect of SECTION (1) of this
     Contract shall mean the period from 1st October, 1996 to 30th September,
     1997, both dates inclusive, and each successive 12 month period thereof
     within this Contract Period.

E.   The term "Contract Period" as used in respect of SECTION (1) of this
     Contract shall mean the period commencing at October 1st, 1996 and ending
     at September 30th, 1999 both dates inclusive, or any earlier date of
     termination as provided for in ARTICLE 11, PERIOD, SECTION (1).

4.   The following is added to ARTICLE 5, EXCLUSIONS:

     4 Policies written in "The Valley," Texas (applicable to SECTION (2)
     only).

5.   ARTICLE 6, NET RETAINED LINES, ARTICLE 7, ULTIMATE NET LOSS and ARTICLE
     15, COMMUTATION are deemed to apply to SECTION (1) of this contract only.

6.   ARTICLE 8, EXCESS OF ORIGINAL POLICY LIMITS, is amended to read as
     follows:

                                   ARTICLE 8

EXCESS OF ORIGINAL POLICY LIMITS

SECTION (1)

     As provided for in ARTICLE 7. ULTIMATE NET LOSS, this Contract shall
     protect the Reassured, within the limits of SECTION (1), in respect of any
     additional liability incurred by the Reassured as the result of an award
     in excess of their original policy limit as more fully defined below. The
     Reinsurers agree that the additional liability so incurred, plus the
     Reassured's contractual loss, shall be considered as one combined loss for
     the purposes of the Reassured's retention and of the recovery under
     SECTION (1) subject always, however, to the amount recoverable hereunder
     not exceeding the limit of recovery under SECTION (1) as provided in
     ARTICLE 2. COVER LIMIT AND RETENTION.

SECTION (2)

     In addition to the coverage afforded under ARTICLE 4, COVER. LIMIT AND
     RETENTION, should the Reassured incur additional liability as the result
     of an award in excess of its original policy limit as more fully defined
     below, and provided the Reassured shall have first sustained a contractual
     loss recoverable under SECTION (2) of this Contract, the Reinsurers shall
     accept as an additional separate limit hereunder their proportion of the
     additional liability incurred, subject always, however, to the additional
     amount recoverable hereunder not exceeding the amount of the original
     cession to this Contract for each and every original policy.

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                                                                    96/l146/RM

SECTION (1) AND SECTION (2)

      Awards in excess of the Reassured's original policy limit are defined as
      contractual losses which the Reassured would have been contractually
      liable to pay, had it not been for the limit of the original policy and
      where such losses in excess of the original policy limit have been
      incurred because of failure by the Reassured to settle within the
      original 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 defense or in the trial of any action against their insured or in the
      preparation or prosecution of an appeal consequent upon such action.

      The claims made date for any such award in excess of the original policy
      limit shall be deemed, in all circumstances, to be the same as the claims
      made date of the original claim to which such award attaches.

      However, this Article shall not apply where such awards in excess of
      original policy limit 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 organization or party involved in the
      presentation, defense or settlement of any claim.

7.    ARTICLE 9, EXTRA-CONTRACTUAL OBLIGATIONS, is amended to read as follows:

                                   ARTICLE 9

EXTRA-CONTRACTUAL OBLIGATIONS

SECTION (1)

      As provided for in ARTICLE 7, ULTIMATE NET LOSS, this Contract shall
      protect the Reassured within the limits of SECTION (1) in respect of any
      liability incurred by the Reassured as the result of an award in respect
      of any extra-contractual obligation, as more fully 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 SECTION
      (1), subject always, however, to the amount recoverable hereunder not
      exceeding the limit of recovery under SECTION (1) as provided in ARTICLE
      2. COVER LIMIT AND RETENTION.

SECTION (2)

      In addition to the coverage afforded under ARTICLE 2, COVER. LIMIT AND
      RETENTION, should the Reassured incur liability as the result of an award
      in respect of any extra-contractual obligation, as more fully defined
      below, and provided the Reassured shall have effected a cession hereunder
      in respect of the policy on which such claim arose, the Reinsurers agree
      that the liability so incurred shall be considered as a separate loss for
      the purposes of recovery under this Contract. The Reinsurers shall accept
      up to one additional separate cession limit hereunder for such
      extracontractual obligation.



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                                                                96/l146/RM

SECTION (1) AND SECTION (2)

      "Extra-contractual obligations" are defined as those liabilities of the
      Reassured not covered under any other provision of this Contract and
      which arise from the handling of any claim on business covered hereunder,
      such liabilities arising because of, but not 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 defense or in the trial of any
      action against their insured or in the preparation or prosecution of an
      appeal consequent upon such action.

      The claims made date for any such extra-contractual obligation shall be
      deemed, in all circumstances, to be the same as the claims made date of
      the original claim to which such extracontractual obligation attaches.

      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 organization or party involved in the presentation, defense or
      settlement of any claim.

8.    ARTICLE 10, PREMIUM. is amended to read as follows:

                                   ARTICLE 10

PREMIUM

SECTION (1)

A.    The Reassured shall pay to the Reinsurers for the Annual Periad
      commencing 1st October, 1996, a Provisional Premium of US$1,000,000 in
      four equal instalments at 1st October 1st, 1996, 1st January, 1997, 1st
      April, 1997 and 1st July, 1997.

      The Provisional Premium payable for subsequent Annual Periods shall be as
      mutually agreed.

B.    As soon as practicable after the close of each Annual Period, the
      Reassured shall render a statement of its cumulative Gross Net Earned
      Premium Income (as defined herein) and the Reassured shall pay or be paid
      by the Reinsurers as follows:

      1)   if the Contract is in effect for one year, the difference
           between the annual Provisional Premium and the Premium determined by
           applying a rate of 10.00% to the Gross Net Earned Premium Income. 12
           months after the expiry of the Contract Period a further premium
           adjustment shall be made by applying a rate of 110.00% to the
           cumulative Incurred Loss Cost and Expenses recoverable hereunder, to
           which shall be added a minimum rate of 4.50% of the Gross Net Earned
           Premium Income. In no event however shall the minimum rate plus
           110.00% of the cumulative Incurred Loss Cost and Expenses for the
           Contract Period exceed a maximum rate of 22.00%;


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                                                                96/1146/RM

2)   if the Contract is in effect for two years, the difference between the
     Provisional Premium for the two years and the premium determined by
     applying a rate of 10.00% to the cumulative Gross Net Earned Premium
     Income. 12 months alter the expiry of the Contract Period a further
     premium adjustment shall be made by applying a rate of 110.00% to the
     cumulative Incurred Loss Cost and Expenses recoverable hereunder, to which
     sha11 be added a minimum rate of 4.50% of the cumulative Gross Net Earned
     Premium Income. In no event however shell the minimum rate plus 110.00% of
     the cumulative Incurred Loss Cost and Expenses for the Contract Period
     exceed a maximum rate of 21.50%;

3)   if the Contract is in effect for three years, the difference between the
     Provisional Premium for the three years and the premium determined by
     applying a rate of 10.00% to the cumulative Gross Net Earned Premium
     Income. 12 months alter the expiry of the Contract Period a further
     premium adjustment shall be made by applying a rate of 110.00% to the
     cumulative Incurred Loss Cost and Expenses recoverable hereunder, to which
     shall be added a minimum rate of 3.875% of the cumulative Gross Net Earned
     Premium Income. In no event however shall the minimum rate plus 110.00% of
     the cumulative Incurred Loss Cost and Expenses for the Contract Period
     exceed a maximum rate of 20.00%.

C.   In the event of cancellation and non-renewal of this Contract, as defined
     in ARTICLE 11, PERIOD, the maximum rate for the last Annual Period hereon
     shall be automatically increased by a factor of 1.65, with the resulting
     Maximum premium for the Contract Period hereon to be calculated
     accordingly, as determined above.

     Further, in the event of cancellation and non-renewal of this Contract,
     any unearned premium applicable to policies in force at the effective date
     of cancellation and non-renewal, including any extended reporting
     endorsements attached thereto, shall be applied to the last Annual Period
     hereof, and the unearned premium shell be added to the Gross Net Earned
     Premium Income accruing to the last Annual Period of this Contract for the
     purposes of the rating formula

D.   The premium determined for the Contract Period shall be re-calculated
     annually thereafter until all losses for the Contract Period are either
     settled, or commuted in accordance with ARTICLE 15, COMMUTATION.

E.   The term "Gross Net Earned Premium Income. shall, for all purposes of
     this Contract, be understood to mean the full gross earned amount of the
     premiums charged by the Reassured to its original insureds, for original
     policy limits up to US$1,000,000 or so deemed, less cancellations and
     return premiums and less premiums paid for reinsurances which inure to the
     benefit of this Contract, but including earned premium income for extended
     reporting endorsements.

F.   For the purpose of this article, the term "cumulative Incurred Loss Cost
     and Expenses" shall mean, on business the subject matter of this Contract,
     paid and outstanding losses and loss expenses recoverable under this
     Contract, and all such incurred losses shall be charged to the Annual
     Period of this Contract to which the loss or losses fall for the purpose
     of determining the rate applicable to the Contract Period.

G.   It is agreed that in the event of commutation in accordance with ARTICLE
     15, COMMUTATION, the difference between the premium paid at that time and
     the premium adjustment due in consequence of such commutation shall be
     immediately payable.


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                                                                      96/1146/RM

SECTION (2)

     In consideration of the liabilities undertaken by the Reinsurers in
     accordance with the terms of this Contract, the Reassured shall pay to the
     Reinsurers the Original Gross Net Written Premium for limits attaching to
     this Contract in respect of all policies ceded hereunder.

     The term "Original Gross Net Written Premium for limits attaching to this
     Contract" shall, for all purposes of this Contract, be understood to mean
     the full gross amount of the premium charged by the Reassured to its
     original insureds or allocated by the Reassured for limits in excess of
     either

(A)  up to the difference between US$2,000,000 each and every loss, each
     policy and/or insured and/or US$4,000,000 in the aggregate each policy
     and/or insured where applicable and the underlying limits of US$1,000,000
     each and every loss, each policy and/or insured and/or US$3,000,000 in the
     aggregate each policy and/or insured where applicable, or

(B)  up to the difference between US$2,000,000 each and every loss, each
     policy and/or insured and/or US$3,000,000 in the aggregate each policy
     and/or insured where applicable and the underlying limits of US$1,000,000
     each and every loss, each policy and/or insured and/or US$3,000,000 in the
     aggregate each policy and insured where applicable,

     less cancellations and return premiums and less an allowance in respect
     of original commission of 15%.

     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.

     Such accounts shall detail the transactions during the quarter as
     follows:

     1.   Original Gross Net Written Premiums ceded to the Reinsurers.

     2.   Original commission allowed by the Reinsurers.

9.   ARTICLE 11, PERIOD, is amended to read as follows:

                                   ARTICLE 11

PERIOD

SECTION (1)

     This Contract takes effect on 1st October, 1996 and applies to claims
     first made on or after that date as respects Medical Practitioners'
     Liability (including Dentists' Liability), and all other ancillary
     coverages as in the original policies.

     This Contract shall remain in full force and effect until 30th September,
     1999 but may be terminated at 30th September, 1997, or 30th September,
     1998, by either party giving to the other not less than 90 days written
     notice prior to anniversary date.


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                                                                   96/1146/RM

      In the event of the cancellation and non-renewal of this Contract, the
      Reinsurers shall continue to be liable hereunder in respect of all claims
      first made against the Reassured during an additional 60 months reporting
      period from the effective date of cancellation and non-renewal. In
      respect of the foregoing, the maximum rate for the last Annual Period
      hereon shall be automatically increased by a factor of 1.65, with the
      resulting Maximum premium for the Contract Period hereon to be calculated
      accordingly, as detailed in ARTICLE 10, PREMIUM. The 60 months reporting
      period provisions provided above shall not apply to claims first made on
      new or renewal policies incepting after the effective date of
      cancellation and non-renewal of this Contract. Further, in the event of
      cancellation and non-renewal of this Contract, all claims first made
      against the Reassured during the additional 60 months reporting period
      shall be applied to the last Annual Period hereof

      The 60 months reporting period provisions provided above shall not be
      operative if the Reassured replaces the reinsurance coverage afforded by
      this Contract, whether in part or in fall, or if the Reassured retains
      the limits provided herein net and for its own account, whether in part
      or in full.

      If any law or regulation of the Federal, State or Local Government of any
      jurisdiction in which the Reassured is doing business shall render
      illegal the arrangements made herein, this Contract can be terminated
      immediately in so far as it applies to such jurisdiction by the Reassured
      giving notice to the Reinsurers to such effect.

SECTION (2)

      This Contract takes effect on 1st October, 1996 and applies to claims
      made on policies incepting or renewed on or after that date, including
      extended reporting endorsements attaching to any such policies.

      This contract shall remain in full force and effect unless and until
      cancelled on any subsequent 1st October by either party giving to the
      other not less than 90 days written prior notice.

      In the event of cancellation, Reinsurers shall continue to be liable
      hereunder in respect of all claims made on ceded policies, including
      extended reporting endorsements attached thereto, in force as of the
      effective date of cancellation until the natural expiry, termination or
      first anniversary (whichever sooner) of such ceded policies or extended
      reporting endorsements, but in no event for longer that twelve months,
      plus odd time, except where such extended reporting endorsements are
      issued for periods greater than twelve months in which case coverage
      hereunder will follow such extended reporting endorsements.

      If any law or regulation of the Federal, State or Local Government of any
      jurisdiction in which the Reassured is doing business shall render
      illegal the arrangements made herein, this Contract can be terminated
      immediately in so far as it applies to such jurisdiction by the Reassured
      giving notice to the Reinsurers to such effect.


<PAGE>   10

                                                                96/1146/RM

10.   ARTICLE 12, LOSS REPORTS AND PAYMENTS, is amended to read as follows:

                                   ARTICLE 12

      LOSS REPORTS AND PAYMENTS

      SECTIONS (1) and (2)

      The Reinsurers agree to abide by all loss settlements of the Reassured,
      provided such loss settlements are within the terms and conditions of the
      Reassured's original policies and of this Contract, which at its sole
      discretion Shall adjust, settle or compromise all losses. 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.

      SECTION (1)

      It is a condition precedent to liability hereunder that the Reassured
      shall advise the Reinsurers by quarterly bordereaux of all paid losses
      hereunder, and of outstanding losses including any subsequent
      developments in connection therewith which are reserved by the Reassured
      at or in excess of $400,000 Ultimate Net Loss.

      Such bordereaux shall be furnished by the Reassured within 60 days
      following the end of each quarter. The information contained therein
      shall be in brief summary form but 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 Bordereaux shall detail, for each individual loss:

      1.   The amounts paid by the Reassured and the amounts outstanding
           in their own books for both indemnity and expenses, as at the end of
           the quarter under consideration, and the Reinsurers' share thereof.

      2.   Indemnity and expense payments made by the Reassured during
           the quarter under consideration in respect of which reimbursement by
           the Reinsurers is then required.

      The Reinsurers agree to pay any amount for which they may be liable under
      this Contract as soon as possible after the quarterly bordereaux have
      been furnished to them; but in the event of the Reassured sustaining a
      loss in respect of which the Reinsurers' share amounts to or exceeds
      $200,000 Ultimate Net Loss, the Reassured shall have the option of
      requiring the Reinsurers to effect immediate payment outside of the
      quarterly bordereaux upon submission of proof of loss.

      SECTION (2)

      It is a condition precedent to liability hereunder that the Reassured
      shall advise the Reinsurers promptly of all losses, and of any subsequent
      developments in connection therewith, which in the opinion of the
      Reassured appear likely to involve the liability of the Reinsurers under
      SECTION (2) of this Contract.

      The Reinsurers agree to pay any amount for which they may be liable
      immediately upon receipt of reasonable evidence of the amount paid or
      advanced by the Reassured or scheduled to be paid or advanced by the
      Reassured.



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                                                                96/1146/RM

11.  ARTICLE 14, ACCESS TO RECORDS AND CLAlMS REVIEW is amended to read as
     follows.

                                   ARTICLE 14

ACCESS TO RECORDS AND CLAIMS REVIEW

SECTIONS (1) AND (2)

     All documents and records in the possession of the Reassured concerning
     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.

     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.

SECTION (1) ONLY

     In accordance with the above provisions, Reinsurers, at their own
     expense, shall be afforded the opportunity to appoint an Attorney of their
     own choice to carry out, on a timely basis, an independent audit of the
     Reassured's Claims information and Claims procedures and to report to the
     Reinsurers the result of such review accordingly.

12.  ARTICLE 16. LOSS RESERVES, is amended to read as follows:

LOSS AND UNEARNED PREMIUM RESERVES

ARTICLE 16

     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 and unearned premium reserves. Any references to loss
     reserves in this Article shall apply to SECTION (1) and SECTION (2) but
     references to unearned premium reserves shall only apply to SECTION (2).

     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 or for unearned premium
     in respect of business coming within the scope of this Contract, it shell
     forward to the Reinsurers a clear statement of the Reinsurers' proportion
     of those reserves detailing separately the amounts involved for known
     outstanding losses and allocated loss expenses and for unearned premium
     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 fall
     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 "Evergreen" 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



<PAGE>   12



      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 undertake
      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 proceeds 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 or of any refund of unearned premium;

      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 allocated loss expense reinsured by this
           Contract or of any refund of unearned premium.

      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 the obligations secured by the Letter of Credit remain
           unliquidated and undischarged at the time of receipt by the
           Reassured of such notice, to create a cash deposit account, separate
           from their own assets, in an amount equal to the participation of
           the canceling or non-renewing Reinsurer(s) in the Letter of Credit.
           That cash deposit account may then be used as in sub-paragraphs a
           and b above. It is understood and agreed that this procedure may
           only be implemented before the expiry of the notice period 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 will account to the Reinsurers
           on an annual basis for all interest accruing on the cash deposit
           account for the benefit 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 unearned premium 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 or unearned premium
      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 security 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 shell be for the account of the Reinsurers.



<PAGE>   13



ALL OTHER TERMS AND CONDITIONS REMAIN UNALTERED.

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

Signed in Springfield, Missouri, this                         day of
199


For and on behalf of the Reassured:
INTERMED 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>   14



                                   SCHEDULE B

                        Attaching to and forming part of

                                 ADDENDUM NO. 1

                                     to the

                        MEDICAL PRACTITIONERS' LIABILITY
                         COMBINED REINSURANCE CONTRACT

                                effected between

                           INTERMED 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:


7.08%  SPHERE DRAKE (UNDERWRITING) LIMITED
       For and on behalf of:
       SPHERE DRAKE INSURANCE PLC
       Ref: 96MWDCA14284
       LIRMA Ref: S0289