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                                                                   EXHIBIT 10.1



                     SECOND ADDENDUM TO SERVICE AGREEMENTS

      This Second Addendum to Service Agreements ("Second Addendum"), by and
between Insurance Management Solutions, Inc. ("IMS") and each of Bankers
Insurance Company ("BIC"), First Community Insurance Company ("FCIC") and
Bankers Security Insurance Company ("BSIC"), hereby modifies and supplements
those certain Service Agreements, effective January 1, 1998, by and between IMS
and each of BIC, FCIC and BSIC (hereinafter collectively, the "Agreements"), and
shall be attached to and form a part of the Agreements.

      WHEREAS, effective January 1, 1998, each of BIC, FCIC and BSIC entered
into separate Agreements with IMS; and

      WHEREAS, the parties desire to further amend those Agreements, effective
April 1, 1999, pursuant to rights granted under Section 6 of the Agreements.

      NOW, THEREFORE, in consideration of the promises and the mutual covenants
contained in the Agreements and in this Second Addendum, and intending to be
legally bound hereby, IMS, BIC, FCIC and BSIC agree as follows:

         1. Applicability. This Second Addendum shall only be applicable to the
            following lines of insurance ("Applicable Lines"):
            o  Non-Standard Automobile Insurance
            o  Non-Standard Automobile Insurance for certain General Agents
            o  All Other Lines of Business, as defined in the Agreements
               (but specifically excluding: Homeowners, Flood and Workers
               Compensation)

         2. Exhibit "A" to each of the Agreements shall be amended to add the
            following language:

            Notwithstanding any other provision of the Agreements (including
            this Exhibit A thereto), BIC, FCIC and BSIC covenant and agree,
            jointly and severally, to pay IMS aggregate minimum service fees for
            the above Applicable Lines (exclusive of reimbursed costs and
            expenses, data processing charges and mailroom, policy assembly,
            cash office and records management service fees) as follows:

            A. For the period April 1, 1999 through June 30, 1999: $5,057,000;

            B. For the period July 1, 1999 through September 30, 1999:
               $2,792,000 and

            C. For the period October 1, 1999 through December 31, 1999:
               $3,093,000.

            Any service fees paid to IMS during any of the above stated periods
            that are based upon actual direct written premium for the Applicable
            Lines shall offset any amount due to IMS as a minimum service fee
            for such period.

         3. The above minimum service fees are dependent upon IMS completing
            certain key tasks ("Deliverables") within a specified period of
            time. The Deliverables are specified in "Attachment 1"
            to this Addendum, which is referenced herein and hereby
            incorporated by reference. If IMS fails to perform the Deliverables
            within the specified period of time, then the parties shall make a
            good faith effort to adjust the minimum service fees to be paid
            under this Addendum.

         4. General Agreement. Except for the terms of this Second Addendum, all
            other terms of the Agreement shall remain in full force and effect.



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         IN WITNESS WHEREOF, the parties have caused this Second Addendum to the
Service Agreements to be executed by their respective duly authorized officers
effective as of April 1, 1999.


WITNESSES:                                 Insurance Management Solutions, Inc.

/s/ Richard Torra                          BY:   /s/ Jeffrey S. Bragg
-------------------------------------         ---------------------------------

/s/ Christopher P. Breakiron               ITS:  COO
-------------------------------------          --------------------------------


WITNESSES:                                 Bankers Insurance Company

/s/ Richard Torra                          BY:   /s/ G. Kristen Delano
-------------------------------------         ---------------------------------

/s/ Judith A. Peterson                     ITS:  Secretary
-------------------------------------          --------------------------------


WITNESSES:                                 First Community Insurance Company

/s/ Richard Torra                          BY:   /s/ G. Kristen Delano
-------------------------------------         ---------------------------------

/s/ Judith A. Peterson                     ITS:  Secretary
-------------------------------------          --------------------------------


WITNESSES:                                 Bankers Security Insurance Company

/s/ Richard Torra                          BY:   /s/ G. Kristen Delano
-------------------------------------         ---------------------------------

/s/ Judith A. Peterson                     ITS:  Secretary
-------------------------------------          --------------------------------




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                                 ATTACHMENT 1

                                 DELIVERABLES


Non Standard Automobile Insurance

o  No later than 8/6/99, correction and re-release of the Texas Rating disk.

o  Implementation of scheduled 8/15/99 Florida rate change, including
   functioning rating disks.

o  Implementation of scheduled 9/15/99 Louisiana rate change, including
   functioning rating disks.


Commercial Products

o  Implementation of the Florida rate change which was effective July 1, 1999.

o  By 9/1/99, delivery of functional BOP processing system and resolution of
   all significant outstanding programming issues which may hinder the
   processing of business.

o  Delivery of automated inland marine for the Vector product, scheduled
   for 10/1/99.

o  Implementation of the Commercial Auto rate change effective 10/1/99,
   including the rating disk.