EXHIBIT 10.44





Attorney Code #16819

                 IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS
                      COUNTY DEPARTMENT, CHANCERY DIVISION


IN THE MATTER OF THE LIQUIDATION     )
OF RESURE, INC                       )        NO. 97 CH 01974

                                     ORDER
                                     -----


         THIS CAUSE COMING TO BE HEARD upon the Liquidator's Motion for approval
of a Settlement and Compromise of a Certain Debt Owing to Resure Inc.; the Court
having  jurisdiction  over the parties and the subject matter;  the Court having
reviewed the pleadings  filed herein and having heard counsel for the Liquidator
and being otherwise fully advised in the premises;

        IT IS ORDERED:

        A.  That the settlement terms as indicated in the Order Resolving Motion
            for Relief  from Stay  ("Bankruptcy  Order"),  and the  Liquidator's
            participation therein, which is attached to the Liquidator's instant
            motion as Exhibit B are hereby  approved  pursuant to Section 193 of
            the Illinois Insurance Code, 215 ILCS5/193.
                -----------------------

        B.  The  Liquidator  ia  authorized  to  execute  any and all  documents
            necessary to effectuate the terms of the Bankruptcy Order.


                                                ENTERED:
                                                        JUDGE NANCY J. ARNOLD
    Cathleen Travis
    D. Daniel Barr                                          JAN 9 2002
    Michael J. Buresh                                    Circuit Court-1732
    Counsel to the Liquidator                   ------------------------------
    222 Merchandise Mart Plaza                  Judge Presiding
    Suite 1450
    Chicago, IL  60654
    (312) 836-9500