Exhibit 10.35

                                   STIPULATION

To be attached to and form part of the Agreement of General Indemnity between
Allstate Settlement Corporation and ALLSTATE INSURANCE COMPANY dated
February ______,1991.

WHEREAS, it is the desire of both parties to amend said Agreement as hereinafter
provided.

NOW, THEREFORE, It Is UNDERSTOOD AND AGREED that the Agreement of General
Indemnity hereinbefore described is hereby amended as follows:

CHANGE IN CONTRACT-LOANS-POSSESSION 4. is deleted in its entirety and replaced
by the following:

     CHANGE IN CONTRACT 4. On bonds given in connection with Qualified
     Assignments, the Surety at its sole discretion is hereby authorized, but
     not required (a) to consent to any change in the Assignments; (b) in the
     event of any default in the performance of any Assignments, or the breach
     of this Agreement or of any bond connected therewith to take any action
     which the Surety may deem appropriate.

ASSIGNMENT 5 is deleted in its entirety and replaced by the following:

     ASSIGNMENT 5: The Indemnitors hereby assign, transfer, pledge, and convey
     to the Surety (effective as of the date of each such bond, but only in the
     event of default or beach as referred to in the preceding Section 4), as
     collateral security, to secure the obligations hereunder and any other
     indebtedness and liabilities of the Indemnitors to the Surety, all of their
     rights under the qualified funding asset, referred to in each such bonds,
     including their right, title, and interest in and to any and all sums due
     or which may thereafter become due under such qualified funding asset.

IT IS FURTHER UNDERSTOOD AND AGREED that nothing herein contained shall vary,
alter or modify any of the terms and conditions of said Agreement except as
herein expressly modified.

SIGNED, SEALED AND DATED this ____________ day of February, 1991.

                                    ALLSTATE SETTLEMENT CORPORATION

                                    By: /s/ Joseph J. Doucette
                                        ----------------------
                                        Joseph Doucette
                                    Title:
                                          -------------------------

                                    ALLSTATE INSURANCE COMPANY

                                    By: /s/ Martin J. Mulvihill
                                        -----------------------
                                        Martin J. Mulvihill
                                        Attorney-in-Fact