EXHIBIT 10.37 RESCISSION AGREEMENT THIS RESCISSION AGREEMENT is made and entered into by and between PAULA Insurance Company and Montlake Casualty Company Ltd. (collectively the "Parties"). WHEREAS, the Parties have previously entered into a workers'...

                                                                  EXHIBIT 10.37

                             RESCISSION AGREEMENT

THIS RESCISSION AGREEMENT is made and entered into by and between XXXXX
Insurance Company and Montlake Casualty Company Ltd. (collectively the
"Parties").

WHEREAS, the Parties have previously entered into a workers' compensation
limited risk quota share reinsurance agreement dated November 12, 1999 and
effective July 1, 1999 ("Contract"); and

WHEREAS, the Parties now agree that these reinsurance contracts should be
rescinded and unwound;

NOW THEREFORE, the Parties due hereby represent, covenant and agree that
effective immediately, the Contract will be completely rescinded, released
and canceled as of the inception and in all respects void, and the Parties,
with respect to themselves and with respect to the other, will be treated and
will treat each other as if the Contract had never existed, with no further
obligations whatsoever with respect to the Contract.

IN WITNESS WHEREOF, the Parties have executed this Rescission Agreement by
their duly authorized representatives on the date so indicated:


XXXXX INSURANCE COMPANY

By:  /s/ Xxxxx X. Xxxxxxxxx       Date 2/10/00
    -----------------------            -------
Name:    Xxxxx X. Xxxxxxxxx
Title:   Senior VP/CFO

MONTLAKE CASUALTY COMPANY LTD.

By:  /s/ Xxxx X. Xxxxxx           Date 2/11/00
    -------------------                -------
Name:    Xxxx X. Xxxxxx
Title:   Treasurer/CFO