EXHIBIT 10(bo)

                                ADDENDUM NO. 1

                                    To the

                      QUOTA SHARE RETROCESSION CONTRACT
                        Effective:  September 1, 2000

                                  issued to

                         DORINCO REINSURANCE COMPANY
                              Midland, Michigan

 IT IS  HEREBY  AGREEED,  effective  retroactively  to  12:01  a.m.,  Central
 Standard Time, on September  1, 2000, that the  following shall be added  to
 ARTICLE I - COMMENCEMENT AND TERMINATION:

 "D.  'Underwriting year' as used herein shall mean the period from September
      1, 2000,  through December  31, 2001,  both  days inclusive,  and  each
      subsequent 12-month period shall be a separate underwriting year.   All
      premiums and losses  from policies  allocated to  an underwriting  year
      shall be credited or charged, respectively, to such underwriting  year,
      regardless of the  date said  premiums earn  or such  losses occur,  it
      being understood that a  policy will be  allocated to the  underwriting
      year which is in effect as of:

      1.   As respects all new policies, the effective date of such coverage;

      2.   As respects  renewals  of one  year  or less  term  policies,  the
           renewal date of such policies;

      3.   As respects continuous or greater than one year term policies, the
           premium anniversary date of such policies.

      Such policies shall remain in the same underwriting year, as originally
      allocated, until the next renewal date or premium anniversary date,  at
      which time such policies shall be reallocated to the underwriting  year
      in effect as of such date as provided in subpapagraphs 2 and 3 above."

 IT IS FURTHER  AGREED, effective at  12:01 a.m., Central  Standard Time,  on
 January 1, 2002, as  respects losses arising  out of occurrences  commencing
 under Policies written or renewed on or  after that time and date, that  the
 introductory paragraph of this Contract shall  be deleted and the  following
 substituted therefor:

      "BY  THIS  CONTRACT  the  Retrocedant   agrees  to  retrocede  to   the
      Retrocessionaire and the Retrocessionaire agrees  to accept 40% of  the
      Retrocedant's 100% in the interests and liabilities of the  Retrocedant
      under the 100% Quota  Share Reinsurance Agreement, effective  September
      1, 1998, issued to State and County Mutual Fire Insurance Company, Fort
      Worth,  Texas,   and  Van   Wagoner  Companies,   Inc.,  Plano,   Texas
      (hereinafter referred to as the 'Original  Agreement').  A copy of  the
      Original Agreement and  any Endorsements thereto,  are attached to  and
      form part of this Contract."

 IT IS  ALSO AGREED,  effective  as 12:01  a.m.,  Central Standard  Time,  on
 January  1,  2002,  that  paragraph  B  of  ARTICLE  I  -  COMMENCEMENT  AND
 TERMINATION shall be deleted and the following substituted therefor:

 "B.  Either party may  terminate this Contract  on any January  1, April  1,
      July 1 or October  1 by giving the  other party not  less than 30  days
      prior notice by certified mail, it being understood and agreed that  if
      the Original  Agreement is  terminated for  any reason,  this  Contract
      shall expire automatically at the same time."

 IT IS  ALSO AGREED,  effective  at 12:01  a.m.,  Central Standard  Time,  on
 January 1, 2002, that Paragraph A of ARTICLE III - PREMIUM shall be  deleted
 and the following substituted therefor:

 "A.  As premium  for the  reinsurance  provided hereunder,  the  Retrocedant
      shall retrocede  40% of  the gross  premiums ceded  to the  Retrocedant
      under the Original Agreement."

 IT IS  ALSO AGREED,  effective  as 12:01  a.m.,  Central Standard  Time,  on
 January 1, 2002, as  respects losses arising  out of occurrences  commencing
 under Policies written or renewed on or  after that time and date, that  the
 following shall be added to ARTICLE V - LOSSES AND SALVAGE.

 "C.  Notwithstanding the provisions of paragraph  B above, the liability  of
      the Reinsurer for loss hereunder shall  be limited to the following  as
      respects any one underwriting year:

      1. That  amount of  total losses incurred  (as defined  herein) for the
         underwriting year under consideration less than or equal to 73.0% of
         premiums earned for the same underwriting year; plus

      2. That amount of total losses incurred for the underwriting year under
         consideration greater than or  equal to 76.0% of premiums earned for
         the same underwriting year.


 D.   'Losses incurred' as used herein shall mean the losses incurred for the
      underwriting year  under  the Original  Agreement,  prior to  the  loss
      corridor retention under such Agreement."

 The provisions of this Contract shall remain otherwise unchanged.

 IN WITNESS  WHEREOF, the  parties hereto  have caused  this Addendum  to  be
 executed by their duly authorized representatives:

 In Midland, Michigan, this 14th day of November, 2002.


                                DORINCO REINSURANCE COMPANY

                                By /s/ David E. Chamberlain
                                ---------------------------
                                V.P. Underwriting


 In Dallas, Texas, this 22nd day of July, 2002

                                AMERICAN HALLMARK INSURANCE COMPANY OF TEXAS

                                By /s/ Linda H. Sleeper
                                ---------------------------
                                President & CEO