EXHIBIT 10.36

WORKERS' COMPENSATION  QUOTA SHARE  REINSURANCE AGREEMENT

THIS AGREEMENT made and entered into by and between ZENITH INSURANCE COMPANY, a California corporation, ZNAT INSURANCE COMPANY, a California corporation, and
ZENITH STAR INSURANCE COMPANY, a Texas corporation (hereinafter collectively referred to as the "Company") and ODYSSEY AMERICA REINSURANCE CORPORATION, a Connecticut corporation (hereinafter referred
to as the "Reinsurer").

WITNESSETH:

The
Reinsurer hereby reinsures the Company to the extent and on the terms and conditions and subject to the exceptions, exclusions and limitations hereinafter set forth and nothing
hereinafter shall in any manner create any obligations or establish any rights against the Reinsurer in favor of any third parties or any persons not parties to this Agreement.

ARTICLE I

APPLICATION OF AGREEMENT

This Agreement applies to all business written by the Company and classified as Workers' Compensation and Employers' Liability, except as excluded under
Article IV herein.

ARTICLE II

COVER

The Company shall cede to the Reinsurer and the Reinsurer shall accept from the Company a 10% quota share participation of the "net retained insurance liability"
of the Company, on all new and renewal "policies" issued on and after 12:01 A.M., January 1, 2002, except as excluded in Article IV, subject to the limitations set forth in
Article III.

ARTICLE III

LIMITS OF COVER

As respects "policies" issued by the Company, the Company shall cede to the Reinsurer and the Reinsurer shall accept from the company a 10% quota share
participation of the Company's "net retained insurance liability".

ARTICLE IV

EXCLUSIONS

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ARTICLE V

DEFINITIONS

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ARTICLE VI

LOSSES AND LOSS ADJUSTMENT EXPENSES

ARTICLE VII

PREMIUM

The Company shall pay to the Reinsurer for the reinsurance provided under this Agreement 10% of the "Net Written Premium" of the company for the new and renewal
business covered hereunder.

ARTICLE VIII

CEDING COMMISSION





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ARTICLE IX

REPORTS AND REMITTANCES



ARTICLE X

WARRANTY

As respects the first "Agreement Year" the Company warrants to the Reinsurer that the Company has purchased (or is in the process of purchasing) excess of loss
reinsurance, effective January 1, 2002, excess of $750,000 per occurrence for its Workers' Compensation business, with limits and general terms as set forth on Exhibit A to this
agreement, and said reinsurance shall inure to the benefit of this agreement. The Company shall notify the Reinsurer of any changes to its reinsurance coverage as soon as reasonably possible after
receiving advices thereof. The Company retention and inuring reinsurance for each subsequent "Agreement Year" will be mutually agreed by the parties on or before each January 1.

ARTICLE XI

INSOLVENCY

In the event of the insolvency of the company, this reinsurance shall be payable directly to the Company, or to its liquidator, receiver, conservator or statutory
successor immediately upon demand, with reasonable provision for verification, on the basis of the liability of the Company without diminution because of the insolvency of the company or because the
liquidator, receiver, conservator or statutory successor of the company has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory
successor of the company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible
liability on the part of the Reinsurer within a reasonable time after such claim is filed in the conservation or liquidation proceeding or in the receivership, and that during the pending of such
claim the Reinsurer may investigate such claim and interpose, at its own expenses, in the proceeding where such claim is to be adjudicated any defense or defenses that it may deem available to the
Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the court, against the company as
part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer.

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ARTICLE XII

ACCESS TO RECORDS

The Company shall place at the disposal of the reinsurer and the Reinsurer shall have the right to inspect, through its authorized representatives, at all
reasonable times during the currency of this Agreement and thereafter, the books, records and papers of the Company pertaining to the reinsurance provided hereunder and all claims made in connection
therewith.

ARTICLE XIII

RESERVES AND TAXES

ARTICLE XIV

OFFSET

Each party hereto has the right, which may be exercised at any time, to offset any amounts, whether on account of premiums or losses or otherwise, due from such
party to another party under this Agreement or any other reinsurance agreement heretofore or hereafter entered into between them, against any amounts, whether on account of premiums or losses or
otherwise due from the latter party to the former party. The party asserting the right of offset may exercise this right, whether as assuming or ceding insurer or in both roles in the relevant
agreement or agreements.

ARTICLE XV

COMMENCEMENT AND TERMINATION

ARTICLE XVI

ERRORS AND OMISSIONS

The Reinsurer shall not be relieved of liability because of an error or accidental omission of the Company in reporting any claim or loss or any business
reinsured under this Agreement, provided that
the error or omission is rectified promptly after discovery. The Reinsurer shall be obligated only for the return of the premium paid for business reported but not reinsured under this Agreement.

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ARTICLE XVII

SPECIAL ACCEPTANCES

Business not within the terms of this Agreement may be submitted to the Reinsurer for special acceptance and, if accepted by the Reinsurer, shall be subject to
all of the terms of this Agreement except as modified by the special acceptance.

ARTICLE XVIII

ARBITRATION

All unresolved differences of opinion between the Company and the Reinsurer relating to this Agreement, including its formation and validity, shall be submitted
to arbitration consisting of one arbitrator chosen by the Company, one arbitrator chosen by the Reinsurer, and a third arbitrator chosen by the first two arbitrators.

The
party demanding arbitration shall communicate its demand for arbitration to the other party by registered or certified mail, identifying the nature of the dispute and the name of its
arbitrator, and the other party shall then be bound to name its arbitrator within 30 days after receipt of the demand.

Failure
or refusal of the other party to so name its arbitrator shall empower the demanding party to name the second arbitrator. If the first two arbitrators are unable to agree upon a
third arbitrator after the second arbitrator is named, each arbitrator shall name three candidates, two of whom shall be declined by the other arbitrator, and the choice shall be made between the two
remaining candidates
by drawing lots. The arbitrators shall be impartial and shall be active or retired officers of property or casualty insurance or reinsurance companies.

The
arbitrators shall adopt their own rules and procedures and are relieved from judicial formalities. In addition to considering the rules of law and the customs and practices of the
insurance and reinsurance business, the arbitrators shall make their award with a view to effecting the intent of this Agreement.

The
decision of the majority of the arbitrators shall be in writing and shall be final and binding upon the parties.

Each
party shall bear the cost of its own arbitrator and shall jointly and equally bear with the other party the expense of the third arbitrator and other costs of the arbitration. In
the event both arbitrators are chosen by one party, the fees of all arbitrators shall be equally divided between the parties.

The
arbitration shall be held at the times and places agreed upon by the arbitrators.

ARTICLE XIX

LOSS IN EXCESS OF POLICY LIMITS

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ARTICLE XX

EXTRA CONTRACTUAL OBLIGATIONS

ARTICLE XXI

SPECIAL DEPOSIT

The Reinsurer acknowledges that they are subject to the special deposit requirements applicable to California workers' compensation insurers and reinsurers, as
contained in California Insurance Code Sections 11690 et.seq. and regulations adopted thereunder. The reports furnished by the Company pursuant to Article IX shall contain sufficient data
regarding California losses to enable the Reinsurer to file the Special Schedule P with the California Insurance Department.

The
Reinsurer agrees to furnish the Company with a copy of the required filing as well as documentation evidencing either the posting of the required surety bond or establishment of a
Department approved trust account.

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IN
WITNESS WHERE, the parties have caused this Agreement to be executed in duplicate, this 28th day of December, 2001.

| |  | ZENITH INSURANCE COMPANY               
| |  | ---------------------------------------
| |  | By:                                    
| |  |                                        
| |  | ODYSSEY AMERICA REINSURANCE CORPORATION
| |  | By:                                    

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