Exhibit 10.12

[WCRA LETTERHEAD]




                                      2003
                           CERTIFICATE OF REINSURANCE
                                    for the
                            AGREEMENT OF REINSURANCE
                                  between the
                 WORKERS' COMPENSATION REINSURANCE ASSOCIATION
                                      and
                                    RTW INC

               American Compensation Insurance Company (0030392)



















COVERAGE PERIOD: January 1, 2003-December 31, 2003     RETENTION LIMIT: $360,000
                 (12:01 a.m. Standard Time)


This certifies that the entities named above are Members of the Workers'
Compensation Reinsurance Association (WCRA), and that the WCRA reinsures the
Members' liability during the indicated coverage period for benefits pursuant
to Minn. Stat. Ch. 176 in excess of the Members' retention limit for the period
indicated above. This certificate provides for coverage in accordance with the
terms and conditions of the Reinsurance Agreement approved by the Commissioner
of the Minnesota Department of Labor and Industry on December 24, 2002. This
certificate shall not be valid for any portion of the indicated period during
which an entity is not a Member of the Association.




                                       /s/ Carl W. Cummins III

                                       Carl W. Cummins III
                                       President and Chief Executive Officer
                                       Dated: December 24, 2002



                Workers' Compensation Reinsurance Association(R)


 Suite 1700, 400 Robert Street North, Saint Paul, MN 55101  Phone: 651.293.0999
                         Fax: 651.229.1848 www.wcra.biz