ENDORSEMENT NO. 2

                             ENDORSEMENT NO. 2


Attaching  to and forming part of the QUOTA SHARE RETROCESSION AGREEMENT
between  AMERICAN  HALLMARK  INSURANCE  COMPANY  OF TEXAS, Dallas, Texas
(hereinafter  called  the  "Company")  and  the  Reinsurer  specifically
identified below (hereinafter called the "Reinsurer").

IT  IS  AGREED,  effective 12:01 a.m., Central Standard Time, January 1,
1997 that ARTICLE 9   COMMISSION ADJUSTMENT, paragraph A.1. will read as
follows and not as heretofore:

A.1. The  final  ceding  commission  shall  be  determined  by  the loss
experience  under  this  Agreement  for  each  period  comprising  three
consecutive  Agreement  Years  or  lesser period should the Agreement be
terminated  prior to the end of a three Agreement Year period.  However,
the  first  adjustment period will be the period July 1, 1996 to July 1,
1999 which includes this Agreement s predecessor Agreement.  There shall
be  provisional  adjustments and a final adjustment for each period, all
in accordance with the other paragraphs of this Article.

IT  IS FURTHER AGREED, effective 12:01 a.m., Central Standard Time, July
1, 1997 that the following changes are made to this Agreement:

ARTICLE  7      ACCOUNTS AND REMITTANCES, paragraph A.1. referencing net
written premium will read as follows and not as heretofore:

     A.1. Net written premium accounted for during the period, being the
gross written premium (including 75% of 50% of the Company s Policy fees
for monthly and annual Policies; however, not to include Policy fees for
six month Policies) less returns and cancellations; less

2.   ARTICLE  8      CEDING  COMMISSION, will read as follows and not as
heretofore:

     CEDING COMMISSION

     T h e  Reinsurer  will  allow  the  Company  a  provisional  ceding
     commission of 30.0% of the written premiums ceded (including 75% of
     50%  of  the Company s Policy fees for monthly and annual Policies;
     however,  not  to  include  Policy  fees  for  six  month Policies)
     hereunder.    Return commission shall be allowed on return premiums
     at the same rate.

3.   ARTICLE  9      COMMISSION  ADJUSTMENT, paragraph A.3. will read as
follows and not as heretofore:

     A.3. Premium  earned  for the period shall mean all written premium
ceded  to  this Agreement during the period (including 75% of 50% of the
Company  s  Policy fees for monthly and annual Policies; however, not to
include  Policy  fees  for  six  month Policies), less cancellations and
returns,  plus  the  unearned  premium  reserve  at the beginning of the
period and less the unearned premium reserve at the end of the period.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

     IN  WITNESS  WHEREOF,  the  parties  hereto,  by  their  authorized
representatives,  have  executed  this  Endorsement  as of the following
dates:


                             PARTICIPATING REINSURERS

     Dorinco Reinsurance Company                  50.00%
     In Midland, Michigan, this    day of         , 1997.

     DORINCO REINSURANCE COMPANY
     Midland, Michigan

     By ____________________________________
          (signature)

     _______________________________________
          (name)

     _______________________________________
          (title)


and in Dallas, Texas, this    day of         , 1997.


     AMERICAN HALLMARK INSURANCE COMPANY OF TEXAS


     By______________________________________
          (signature)

     ________________________________________
          (name)

     ________________________________________
          (title)


                  QUOTA SHARE RETROCESSION AGREEMENT

issued to

AMERICAN HALLMARK INSURANCE COMPANY OF TEXAS