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                                                                  Exhibit 10.35
                                                                  96/1249/IP


TITLE:       LAWYERS' PROFESSIONAL LIABILITY
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             PRIMARY EXCESS OF LOSS REINSURANCE CONTRACT

BETWEEN:     INTERLEX INSURANCE COMPANY
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             AND
             THE REINSURERS SIGNATORY HERETO

COMMENCING:  1ST OCTOBER, 1996
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U.S. CLASS-
IFICATION:   U.S. REINSURANCE
-----------


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INDEX OF ARTICLES

<TABLE>
<S>         <C>
PREAMBLE    IDENTITY OF PARTIES
ARTICLE 1   BUSINESS REINSURED
ARTICLE 2   COVER, LIMIT AND RETENTION
ARTICLE 3   DEFINITIONS
ARTICLE 4   TERRITORIAL SCOPE
ARTICLE 5   EXCLUSIONS
ARTICLE 6   NET RETAINED LINES
ARTICLE 7   ULTIMATE NET LOSS
ARTICLE 8   EXCESS OF ORIGINAL POLICY LIMITS
ARTICLE 9   EXTRA-CONTRACTUAL OBLIGATIONS
ARTICLE 10  PREMIUM
ARTICLE 11  PERIOD
ARTICLE 12  LOSS REPORTS AND PAYMENTS
ARTICLE 13  CURRENCY
ARTICLE 14  ACCESS TO RECORDS AND CLAIMS REVIEW
ARTICLE 15  LOSS RESERVES
ARTICLE 16  TAX PROVISIONS
ARTICLE 17  DELAYS, ERRORS OR OMISSIONS
ARTICLE 18  INSOLVENCY OF THE REASSURED
ARTICLE 19  AMENDMENTS AND ALTERATIONS
ARTICLE 20  ARBITRATION
ARTICLE 21  SERVICE OF SUIT (NMA 1998)
ARTICLE 22  INTERMEDIARY
ARTICLE 23  PARTICIPATION
ATTACHMENTS NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY
            REINSURANCE- U.S.A.

</TABLE>

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                        LAWYERS' PROFESSIONAL LIABILITY
                  PRIMARY 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:

BUSINESS REINSURED

ARTICLE 1

For and in consideration of the premium being paid by the Reassured in
accordance with ARTICLE 10, PREMIUM. Reinsurers agree to indemnify the
Reassured in respect of the net excess liability to the Reassured resulting
from losses under Lawyers' Professional Liability policies and all other
ancillary coverages, including State Judges' Liability Policies, as in the
original policies issued by the Reassured, hereinafter referred to as
"policies".

ARTICLE 2

COVER LIMIT AND RETENTION

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$300,000 Ultimate Net Loss each insured, each claim, the amount
recoverable from Reinsurers hereunder shall be the amount in excess of
US$300,000 but such amount recoverable shall not exceed a further US$700,000
Ultimate Net Loss each insured, each claim, except in the event that the
Reassured has issued a Defence Costs Allowance Rider as part of the original
policy, in which event the Ultimate Net Loss covered hereunder may be increased
in respect of defence costs by up to a further US$250,000 each insured, each
claim.

Notwithstanding the foregoing, the fatal amount recoverable from Reinsurers
hereunder shall not exceed the sum of US$2,100,000 except in the event that the
Premium Income payable to Reinsurers hereo4 as further defined in ARTICLE 10,
PREMIUM shall exceed US$500,000, in which event the maximum amount recoverable
hereon from Reinsurers shell automatically be increased to US$3,500,000.

The specific coverage afforded under this Contract for awards in excess of
original policy limits and/or awards arising out of any extra-contractual
obligation, subject to the limits set forth above is to apply to all losses
regardless of original policy limit, prior to recoveries if any.

ARTICLE 3

DEFINITIONS

A.   The term "Policy" or "Policies" as used in this Contract shall mean any
     binder, policy, endorsement, extended reporting endorsement or contract of
     insurance issued, accepted or held covered by the Reassured.

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.

C.   The term "retention" as used in this Contract shall mean the amount
     retained by the Reassured in respect of each and every loss hereunder and
     which amount shall be retained net by the Reassured.



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ARTICLE 4

TERRITORIAL SCOPE

This Contract shall cover wherever the Reassured's 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
     all 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

NET RETAINED LINES

Subject always to the provisions of ARTICLE 7, ULTIMATE NET LOSS, this Contract
applies only to that portion of any insurance covered by this Contract which
the Reassured retains net for its own account and in calculating the amount of
any loss hereunder and also in computing the amount or amounts in excess of
which this Contract attaches, only loss or losses in respect of that portion of
any insurance which the Reassured retains net for its own account shall be
included.

It is understood and agreed that the amount of the Reinsurers' liability
hereunder in respect of any loss or losses shall 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.

ARTICLE 7

ULTIMATE NET LOSS

The term "Ultimate Net Loss" as used in this Contract shall mean the sum
actually paid or payable by the Reassured in settlement of any loss or losses
for which it is liable under its original policy or policies, including any
Pre-Judgement interest awarded by any Trial Court or Appeal Court, and/or any
additional liability incurred by the Reassured as a result of an award in
excess of their original policy limits, and/or any additional liability
incurred by the Reassured from any extra-contractual obligation, both as more
fully defined in ARTICLES 8 and 9 below.

The amount of the Reassured's Ultimate Net Loss shall also include all loss
adjustment expenses incurred by the Reassured in connection with the
adjustment, settlement or compromise of any loss including expenses of
litigation, if any, and all subrogation, salvage and recovery expenses, but
excluding the


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salaries of employees and all office expenses of the Reassured. For the
purposes hereof, loss adjustment expenses shall include Post-Judgement Interest
awarded by any Trial Court or Appeal Court.

All salvages and recoveries, including recoveries under all reinsurances which
inure to the benefit of this Contract, whether collected or not, shall first be
deducted from such loss to arrive at the amount of the Reassured's actual Loss
for the purposes of this Contract.

All salvages, recoveries and payments recovered or received subsequent to a
loss settlement under this Contract shall be applied as if recovered or
received prior to the aforesaid settlement and all necessary adjustments shall
be made by the parties hereto. However, nothing in the foregoing shall be
construed as meaning that losses are not recoverable hereunder until the
Reassured's Ultimate Net Loss has been ascertained.

ARTICLE 8

EXCESS OF ORIGINAL POLICY LIMITS

As provided in ARTICLE 7, ULTIMATE NET LOSS, this Contract shall protect the
Reassured, within the limits of this Contract, 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 this Contract subject always,
however, to the amount recoverable hereunder not exceeding the limit of
recovery under this Contract as provided in ARTICLE 2. COVER LIMIT AND
RETENTION.

Awards in excess of the Reassured's original policy limit are defined as 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 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 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
organisation or party involved in the presentation, defence or settlement of
any claim.

ARTICLE 9

EXTRA-CONTRACTUAL OBLIGATIONS

As provided in ARTICLE 7, ULTIMATE NET LOSS, this Contract shall protect the
Reassured, within the limits of this Contract, 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 this Contract subject always, however, to
the amount recoverable hereunder not exceeding the limit of recovery under this
Contract as provided in ARTICLE 2, COVER LIMIT AND RETENTION.

"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


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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 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 extra-contractual 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 organisation or party
involved in the presentation, defence or settlement of any claim.

ARTICLE 10

PREMIUM

A.   In consideration of the liabilities undertaken by the Reinsurers in
     accordance with the terms of this Contract, the Reassured shall pay to the
     Rcinsurer:

     1)    a Minimum and Deposit Premium of US$35,000, payable in
           advance in four equal instalments at 1st October 1996, 1st January
           1997, 1st April 1997 and 1st July 1997.

           As soon as possible after the expiry of this Contract, the Reassured
           shall determine the adjusted reinsurance premium due hereon by
           applying a rate of 5.00% to the total Gross Net Written Premium
           Income applicable to original each claim policy limits of up to and
           including US$300,000, including Premium in respect of the
           Reassured's Defence Costs Allowance Rider issued on original each
           claim policy limits of US$100,000, but subject always to the
           application of the Minimum Premium due for the period hereon. Any
           additional premium due in excess of the previously paid Minimum and
           Deposit Premium due for the period hereon shall be remitted to
           Reinsurers.

     2)    an Additional Reinsurance Premium to be determined quarterly
           within 60 days of the close of each quarter at a rate determined by
           reference to the original Gross Net Written Premium Income for all
           policies incepting or renewed during the applicable quarter,
           according to the following scale;

           a)    36.00% of the Original Gross Net Written Premium
                 Income for original policies with an each claim limit of US$
                 1,000,000;

           b)    16.50% of the Original Gross Net Written Premium
                 Income for original policies with an each claim limit of
                 US$500,000.

                 The Reinsurers agree to allow the Reassured to deduct and
                 retain for their own benefit as Ceding Commission 15.00% of
                 the additional Gross Reinsurance Premium so determined.

                 The Additional Reinsurance Premium so determined shall
                 be payable in addition to that determined under 1) above.

      3)   further Additional Reinsurance Premium in respect of
           additional limits issued under the Reassured's Defence Costs
           Allowance Rider, according to the following scale;

           a)    US$112 per lawyer on original policies with an
                 each claim limit of US$250,000 and an additional Defence Costs
                 Allowance limit of US$125,000;




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            b)   US$250 per lawyer on original policies with an
                 each claim limit of US$500,000 and an additional Defence Costs
                 Allowance limit of US$250,000;

            c)   US$220 per lawyer on original policies with an
                 each claim limit of US$1,000,000 and an additional Defence
                 Costs Allowance limit of US$250,000.

            The Reinsurers agree to allow the Reassured to deduct and retain
            for their own benefit as Ceding Commission 15.00% of the Additional
            Gross Reinsurance Premium so determined.

            The Additional Reinsurance Premium so determined shall be payable
            in addition to that determined under 1) and 2) above.

B.   The Premium Income payable hereon for the purposes of determining the
     Maximum Recoverable hereunder, shall comprise the sum of

      a)   The adjusted Premium payable under Section 1) above, plus

      b)   The net Additional Reinsurance Premium payable under Section
           2) above, after deduction of Ceding Commission, plus

      c)   The net Additional Reinsurance premium payable under Section
           3) above, after deduction of Ceding Commission.

The term "Gross Net Written Premium Income" shall for all purposes of this
Contract, be understood to mean the full gross amount of the premiums charged
by the Reassured to their original insureds less cancellation and return
premiums, and less premiums paid for reinsurances which inure to the benefit of
this Contract.

ARTICLE 11

PERIOD

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

In the event of the non-renewal of this Contract, Reinsurers shall continue to
be liable hereunder in respect of all claims made on original policies,
including discovery period coverage and/or extended reporting endorsements
attached thereto, in force on the date of non-renewal under the natural expiry
or first anniversary (whichever sooner) of such policies but in no event for
longer than twelve months plus odd time, except in the case of discovery period
coverage and/or extended reporting endorsements which may have up to an
unlimited period.

For all purposes of this Article, any extent 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 endorsement.


LOSS REPORTS AND PAYMENTS

The Reinsurers agree to abide by all loss settlements of the Reassured which,
at its sole discretion, shall adjust, settle or compromise all losses. All such
adjustments, settlements or compromises shall be


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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 of all paid losses and outstanding
losses hereunder, and of any subsequent developments in connection therewith,
which are reserved by the Reassured at, or in excess of US$300,000 Ultimate Net
Loss.

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.

ARTICLE 13

CURRENCY

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

ARTICLE 14

ACCESS TO RECORDS AND CLAIMS REVIEW

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.

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 shell be exercised at the Reinsurers' own
expense.

ARTICLE 15

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 agrees 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 a clean, irrevocable and
unconditional Letter of Credit, in an amount equal to their proportion 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.



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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 "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 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 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 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;

      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.

      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 its 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 only as in subparagraphs 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 the Reassured shall produce a statement for this purpose detailed
in the same way as the origina1 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 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 those 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 reserves for losses or loss expenses Incurred
But Not Reported.



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

ARTICLE 16

TAX PROVISIONS

The Reassured shell 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.

In the event of any return premium becoming due hereunder the Reinsurers will
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 making 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 17

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 rectification
is made immediately upon discovery.

ARTICLE 18

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
origina1 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 defense
or defenses which they may deem available to the Reassured or its 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.




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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 shell 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,
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 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 shall be payable by the Reinsurers directly to
the Reassured or to its Liquidator, Receiver or Statutory Successor.

ARTICLE 19

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 20

ARB1TRATION

As a condition precedent to any right of action hereunder, all disputes or
differences arising out of or connected 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
will be made in accordance with the qualifications set forth in this Article
without regard to any of the American Arbitration Association's commercial
arbitration rules, including its rules concerning 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 wore an honorable
engagement and not as merely a legal obligation; it is relieved of all judicial
formalities and may abstain from following the strict


<PAGE>   12


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 fall 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 stops. The
Arbitral Tribunal shall also have fall 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 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 Award7 such; ~>

Final Award may be made a Rule of any Court of competent jurisdiction.

ARTICLE 21

SERVICE OF SUIT (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 and Mount, 750 Seventh Avenue, New York N.Y. 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 any 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 of
Reinsurance, and hereby designate the above-named as the person to whom the
said officer is authorized to mail such process or a true copy thereof



<PAGE>   13



ARTICLE 22

INTERMEDIARY

Carvill America, 180 North Stetson Avenue, Suite 5100, Chicago, Illinois,
60601, is hereby recognized as the Intermediary negotiating this Contract. 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 Reassured.

ARTICLE 23

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.

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

Signed in Springfield, Missouri this day         of          1997



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>   14


                                   SCHEDULE A

                      Attaching to and forming part of the

                        LAWYERS' PROFESSIONAL LIABILITY
                   PRIMARY EXCESS OF LOSS REINSURANCE CON=ACT

                                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


93.01%    VARIOUS UNDERWRITING MEMBERS OF LLOYD'S
          per schedule attached hereto


<PAGE>   15



U.S.A.

NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE


(1)  This reinsurance does not cover any loss or liability accruing to the
     Reassured as a member of, or subscriber to, any association of insurers or
     reinsurers formed for thc purpose of covering Nuclear Energy Risks or as a
     direct or indirect reinsurer of any such member, subscriber or
     association.

(2)  Without in any way restricting thc operation of paragraph (1) of this
     Clause it is understood and agreed that for all purposes of this
     reinsurance all thc original policies of thc Reassured (new, renewal and
     replacement) of the classes specified in Clause II of this paragraph (2)
     from the time specified in Clause III in this paragraph (2) shall bc
     deemed to include the following provision (specified as thc Limited
     Exclusion Provision):

     Limited Exclusion Provision: *

     I.    It is agreed that the policy docs not apply under any
           liability coverage, (injury, sickness, disease, death or
           destruction, bodily injury, or property damage) with respect to
           which an insured under the policy is also an insured under a nuclear
           energy liability policy issued by Nuclear Energy Liability Insurance
           Association, Mutual Atomic Energy Liability Underwriters or Nuclear
           Insurance Association of Canada, or would bc an insured under any
           such policy but for its termination upon exhaustion of its limit of
           liability.

     II.   Family Automobile Policies (liability only), Special
           Automobile Policies (private passenger automobiles, liability only),
           Farmers Comprehensive Personal Liability Policies (liability only),
           Comprehensive Personal Liability Policies (liability only) or
           policies of a similar nature; and the liability portion of
           combination forms related to the four classes of policies stated
           above, such as the Comprehensive Dwelling Policy and the applicable
           types of Homeowners Policies.

     III.  The inception dates and thereafter of all original policies as
           described in II above, whether new, renewal or replacement, being
           policies which either

                   (a) become effective on or after 1st May, 1960, or
                   (b) become effective before that date and contain the
                   Limited Exclusion Provision set out above;
                   provided this paragraph (2) shall not be applicable to
                   Family Automobile Policies. Special Automobile
                   Policies, or policies or combination policies of a similar
                   nature. issued by the Reassured on New York risks. until 90
                   days following approval of the Limited Exclusion Provision
                   by the Governmental Authority having jurisdiction thereof.

(3)  Except for those classes of policies specified in Clause II of paragraph
     (2) and without in any way restricting the operation of paragraph (1) of
     this Clause, it is understood and agreed that for all purposes of this
     reinsurance the original liability policies of the Reassured (new, renewal
     and replacement) affording the following coverages:
     Owners. Landlords and Tenants Liability. Contractual Liability, Elevator
     Liability. Owners or Contractors (including railroad) Protective
     Liability). Manufacturers and Contractors Liability, Product Liability,
     Professional and Malpractice Liability. Storekeepers Liability. Garage
     Liability. Automobile Liability (including Massachusetts Motor Vehicle or
     Garage Liability) shall be deemed to include with respect to such
     coverages from the time specified in Clause V of this paragraph (3), the
     following provision (specified as the Broad Exclusion Provision):



Broad Exclusion Provision


<PAGE>   16

      It is agreed that the Policy does not apply:

      I.   Under any Liability Coverage, to (injury, sickness, disease,
           death or destruction, bodily injury or property damage)
           (a)   with respect to which an insured under the policy
                 is also an insured under a nuclear energy liability policy
                 issued by Nuclear Energy Liability Insurance Association,
                 Mutual Atomic Energy Liability Underwriters or Nuclear
                 Insurance Association of Canada, or would be an insured under
                 any such policy but for its termination upon exhaustion of its
                 limit of liability; or
           (b)   resulting from the hazardous properties of
                 nuclear material and with respect to which (1) any person or
                 organization is required to maintain financial protection
                 pursuant to the Atomic Energy Act of l954, or any law
                 amendatory thereof, or (2) the insured is, or had this policy
                 not been issued would be, entitled to indemnity from the
                 United States of America, or any agency thereof, under any
                 agreement entered into by the United Stares of America, or any
                 agency thereof, with any person or organization.

     II.   Under any Medical Payments Coverage, or under any Supplementary
                 Payments (immediate medical  or
           Provision relating to surgical relief, to expenses incurred with
                 respect (first aid,
          to     (bodily injury, sickness, disease or death
                 bodily injury resulting from thc hazardous properties
                 of nuclear material and arising out of thc operation of a
                 nuclear facility by any person or organization.

     III.            (injury, sickness, disease, death or


          Under any Liability Coverage, to destruction
                     (bodily injury or property damage
          resulting from thc hazardous properties of nuclear material, if
          (a)  the nuclear material ( I ) is at any nuclear
               facility owned by, or operated by or on behalf of, an insured
               or (2) has been discharged or dispersed therefrom:
          (b)  the nuclear material is contained in spent fuel
               or waste at any time possessed, handled, used, processed,
               stored. transported or disposed of by or on behallf of an
               insured: or
          (c)  the (injury, sickness, disease, death or destruction
                     (bodily injury or property damage
          arises out of the furnishing by an insured of services, materials,
          parts or equipment in connection with the planning, construction,
          maintenance, operation or use of any nuclear facility, but if such
          facility is located within the United States of America. its
          territories, or possessions or Canada, this exclusion (c) applies
          only

          to         (injury to or destruction of property at such
                     Nuclear facility.
                     (property damage to such nuclear facility and any
                     property thereat

     IV.  As used in this endorsement:
          "hazardous properties "include, radioactive, toxic or explosive
          properties; "nuclear  material" means source material special nuclear
          material or by-product material; "source material", "special nuclear
          material", and "by-product material" have the meanings given them in
          the Atomic Energy Act of 1954 or in any law amendatory thereof "spent
          fuel" means any fuel element or fuel component solid or liquid, which
          has been used or exposed to radiation in a nuclear reactor: "waste"
          means any waste material (1) containing by-product material other
          than tailings or wastes produced by the extraction or concentration
          of uranium or thorium from any ore processed primarily for its source
          material content, and (2) resulting from the operation by any person
          or organization of

<PAGE>   17

          any nuclear facility included under the first two paragraphs of
          the definition at nuclear facility; "nuclear facility" means
          (a) any nuclear reactor,
          (b) any equipment or device designed or used for (1) separating the
              isotopes of uranium or plutonium (2) processing or utilizing
              spent fuel, or (3) handling, processing or packaging waste,
          c)  any equipment or device designed or used for the processing,
              fabricating or alloying of special nuclear material if at any
              time the total amount of such material in the custody of the
              insured at the premises where such equipment or device is located
              consists of or contains more than 25 grams of plutonium or
              uranium 233 or any combination thereof, or more than 250 grams of
              uranium 235.
          d)  Any structure, basin, excavation, premises or place prepared or
              used for the storage or disposal of waste.

     and includes the site on which any of the foregoing is located, all
     operations conducted on such site and all premises used for such
     operations:  "nuclear reactor" means any apparatus designed or used to
     sustain nuclear fission in a self-supporting chain reaction or to contain
     a critical mass of fissionable material;
          (With respect to injury to or destruction of property, the word
          "injury" or ("destruction"
          ("property damage" includes all forms of radioactive contamination
          of property.
          (includes all forms of radioactive contamination of property.

      V.  The inception dates and thereafter of all original policies
          affording coverages specified in this paragraph (3), whether new,
          renewal or replacement, being policies which become effective on or
          after 1st May, 1960, provided this paragraph (3) shall not be
          applicable to
                  (i)  Garage and Automobile Policies issued by the Reassured
                       on New York risks, or
                  (ii) Statutory liability insurance required under Chapter 90
                       General Laws of Massachusetts,
      Until 90 days following approval of the Broad Exclusion Provision by the
      Governmental Authority having jurisdiction thereof.

      (4)  Without in any way restricting the operation of paragraph (1)
           of this Clause, it is understood and agreed that paragraphs (2) and
           (3) above are not applicable to original liability policies of the
           Reassured in Canada and that with respect to such policies this
           Clause shall be deemed to include the Nuclear Energy Liability
           Exclusion Provisions, adopted by the Canadian Underwriters'
           Association or the Independent Insurance Conference of Canada.



           *NOTE: The words printed in italics in the Limited Exclusion
                  Provision and in the Broad Exclusion  Provision shall apply
                  only in relation to original liability policies which include
                  a Limited Exclusion Provision or a Broad Exclusion Provision
                  containing those words.