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                                                                   EXHIBIT 10.3


NATIONSBANK,  N.A.

                                 LOAN AGREEMENT

         This Loan Agreement (the "Agreement") dated as of June 11, 1999, by
and between NationsBank, N.A., a national banking association ("Bank") and the
Borrower described below.

         In consideration of the Loan or Loans described below and the mutual
covenants and agreements contained herein, and intending to be legally bound
hereby, Bank and Borrower agree as follows:

         I. DEFINITIONS AND REFERENCE TERMS. In addition to any other terms
defined herein, the following terms shall have the meaning set forth with
respect thereto:

            A. ACCOUNTING TERMS. All accounting terms not specifically defined
         or specified herein shall have the meanings generally attributed to
         such terms under generally accepted accounting principles ("GAAP"), as
         in effect from time to time, consistently applied, with respect to the
         financial statements referenced in Section III.H. hereof.

            B. [Intentionally deleted]

            C. AUTHORIZED REPRESENTATIVE. Authorized Representative means any
         of the President, Chief Executive Officer, the Treasurer, the
         Secretary, and, with respect to financial matters, the Chief Financial
         Officer or Controller of the Borrower, as the case may be, or any
         other person expressly designated by the Board of Directors of the
         Borrower (or the appropriate committee thereof) as an Authorized
         Representative of the Borrower.

            D. BASIS POINT. Basis Point means the amount equal to .01%. (By way
         of example, 50 Basis Points shall be equal to one half of one percent,
         or .5%).

            E. BORROWER: Insurance Management Solutions Group, Inc., a Florida
         corporation, Insurance Management Solutions, Inc., a Florida
         corporation, Geotrac of America, Inc., a Florida corporation, IMS
         Direct, Inc., a Florida corporation, Colonial Claims Corporation, a
         Florida corporation, and any and all Subsidiaries, existing now or
         acquired in the future.

            F. BORROWER'S ADDRESS: Corporate Headquarters: 360 Central Avenue,
         St. Petersburg, Florida 33701.

            G. BUSINESS DAY: Business Day means any day which is not a
         Saturday, Sunday or a day on which banks in the State of Florida are
         authorized or obligated by law, executive order or governmental decree
         to be closed.

            H. CASH FLOW: Cash flow means earnings before interest expense,
         taxes and lease expenses based upon the previous four quarters.

            I. CURRENT ASSETS. Current Assets means the aggregate amount of all
         of Borrower's assets which would, in accordance with GAAP, properly be
         defined as current assets.

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            J. CURRENT LIABILITIES. Current Liabilities means the aggregate
         amount of all current liabilities as determined in accordance with
         GAAP, but in any event shall include all liabilities except those
         having a maturity date which is more than one year from the date as of
         which such computation is being made.

            K. [Intentionally omitted]

            L. EBITDA. EBITDA means (i) Net Income (or Net Loss) plus (ii)
         interest expense plus (iii) state and federal taxes on income plus
         (iv) depreciation and amortization, all determined on a consolidated
         basis in accordance with Generally Accepted Accounting Principles
         applied on a consistent basis. EBITDA will be computed on a rolling
         four quarter basis and shall include the EBITDA of each acquisition as
         if such acquisition had been owned for an entire twelve (12) month
         time period.

            M. FIXED CHARGE COVERAGE RATIO. Fixed Charge Coverage Ratio means
         the ratio of [the sum of EBITDA plus lease expenses, less
         distributions, plus cash capital contributions] all divided by [the
         sum of interest expense, current maturities of long term debt, and
         capital and operating leases].

            N. FIXED CHARGES. Fixed Charges means interest and capital and
         operating lease expense based on the previous four quarters.

            O. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES OR GAAP. GAAP means
         those principles of accounting set forth in pronouncements of the
         Financial Accounting Standards Board, the Accounting Principles Board
         of the American Institute of Certified Public Accountants or successor
         organization and are applicable in the circumstances as of the date of
         a report, as such principles are from time to time supplemented and
         amended.

            P. HAZARDOUS MATERIALS. Hazardous Materials include all materials
         defined as hazardous materials or substances under any local, state or
         federal environmental laws, rules or regulations, and petroleum,
         petroleum products, oil and asbestos.

            Q. INTEREST BEARING DEBT. Interest Bearing Debt means the sum of
         any principal outstanding under the Loan, plus any and all other
         interest bearing debt now existing or existing in the future, all as
         defined by Generally Accepted Accounting Principles, computed on a
         consolidated basis (including, but not limited to, term loans and
         lines of credit).

            R. INTEREST RATE PROTECTION AGREEMENT. Interest Rate Protection
         Agreement means any and all interest rate swap agreements, interest
         cap agreements, interest rate collar agreements, exchange agreements,
         forward currency exchange agreements, forward rate currency or
         interest rate options, foreign currency hedge, or any similar
         agreements or arrangements entered into by Borrower and Bank in
         connection with the Loan to hedge the risk of variable interest rate
         volatility or fluctuations of interest rates, as such agreements or
         arrangements may be modified, supplemented, and in effect from time to
         time, and any and all cancellations, buy backs, reversals,
         terminations, or assignments of any of the foregoing.

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            S. LOAN. Any loan described in Section II hereof and any subsequent
         loan which states that it is subject to this Loan Agreement.

            T. LIBOR RATE. LIBOR Rate means the offered rate for deposits in
         United States dollars in the London Interbank market for a one month
         period which appears on the Telerate Screen Page 3750 as of 11:00 a.m.
         (London time) on the date that is two London Banking days (as defined
         herein) preceding the first Banking Business Day (as defined herein of
         the Interest Period. If at least two such offered rates appear on the
         Telerate Screen Page 3750, the rate will be the arithmetic mean of
         such offered rates. The Lender may, in its discretion, use any other
         publicly available index or reference rate showing rates offered for
         United States dollar deposits in the London Interbank market as of the
         applicable date. In addition, the Lender may, in its discretion, use
         rate quotations for daily or annual period in lieu of quotations for
         substantially equivalent monthly periods.

               a. "Business Banking Day" shall mean each day other than a
            Saturday, a Sunday or any holiday on which commercial banks in
            Jacksonville, Florida are closed for business.

               b. "Interest Period" shall mean each period commencing on each
            Interest Rate Adjustment Date and ending on the next Interest Rate
            Adjustment Date.

               c. "Interest Rate Adjustment Date" shall mean the 5th day of
            July, 1999 and the 5th day of each month thereafter.

               d. "London Banking Day" shall mean each day other than a
            Saturday, a Sunday or any holiday on which commercial banks in
            London, England are closed for business.

            U. LOAN DOCUMENTS. Loan Documents means this Loan Agreement and any
         and all promissory notes executed by Borrower in favor of Bank and all
         other documents, instruments, guarantees, certificates and agreements
         executed and/or delivered by Borrower, any guarantor or third party in
         connection with any Loan.

            V. NET WORTH. Net Worth means the total net worth of Borrower,
         subsidiaries and any acquired entities.

            W. OBLIGATIONS: Obligations means the obligations, liabilities and
         indebtedness of the Borrower with respect to (i) the principal and
         interest on the Loans and (ii) the payment and performance of all
         other obligations, liabilities and indebtedness of the Borrower and
         any Subsidiary to the Bank hereunder, under any one or more of the
         other Loan Documents or with respect to the Loans.

            X. PERSON: Person means an individual, partnership, corporation,
         trust, unincorporated organization, association, joint venture or a
         government or agency or political subdivision thereof.

            Y. SUBSIDIARY: Subsidiary means any corporation or other entity (i)
         in which more than 50% of its outstanding voting stock or more than
         50% of all equity interests is owned directly or indirectly by the
         Borrower.




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         II. LOANS.

             A. LOAN. Subject to the terms and conditions set forth in this
Agreement and the other Loan Documents, Bank hereby agrees to make a loan or
loans to Borrower in the maximum aggregate principal amount of Twelve Million
Dollars ($12,000,000.00). The obligation to repay the loan is evidenced by a
promissory note or notes dated of even date herewith (the promissory note or
notes together with any other promissory notes heretofore or hereafter executed
by Borrower in favor of Bank and any and all renewals, extensions or
rearrangements thereof being hereafter collectively referred to as the "Note")
having a maturity date, repayment terms and interest rate as set forth herein
and in the Note.

             B. PURPOSE OF LOAN. Borrower hereby covenants and warrants to Bank
that all loan proceeds of the Note shall be used for refinance of existing
debt, general corporate purposes, future corporate acquisitions and the
start-up of new offices and working capital, as well as provide additional
short term working capital.

             C. SECURITY FOR THE LOAN. This loan shall be secured by a first
priority security interest in all of Borrower' business assets, including, but
not limited to, accounts receivable, chattel paper, inventory, equipment,
contract rights and general intangibles owned by each and every one of the
Borrowers or hereafter acquired and all replacements and substitutions thereof,
as well as proceeds therefrom.

             D. REVOLVING CREDIT FEATURE. The Loan provides for a revolving
line of credit (the "Line") under which Borrower may from time to time, borrow,
repay and re-borrow funds. Borrower may borrow, repay, and re-borrow under the
Loan at any time, up to a maximum aggregate amount outstanding at any one time
equal to the amount of the Loan as set forth in subsection A above; provided,
however, that Borrower is not in Default under any provision of the Note, any
other Loan Documents, or any other obligation of Borrower to Bank, and provided
the borrowings do not exceed any other limitations on borrowings by Borrower.
Bank shall have no liability for its refusal to advance funds based upon its
determination that any conditions of such further advances have not been met.
Bank's records of the amounts borrowed from time to time shall be conclusive
proof thereof.

             E. REPAYMENT OF THE LOAN. Interest shall be paid monthly
commencing on August 5, 1999, and continuing on the fifth (5th) day of each
successive month thereafter. Principal payments may be paid at any time;
provided, however, that all unpaid principal shall be paid in full when the
Facility matures on July 5, 2001 (the "Maturity Date").

             F. RATE. Interest shall accrue on the unpaid balance of the
Facility at the LIBOR Rate (as defined herein) plus the Applicable Margin,
calculated in accordance with the requirements set out below.

                1. Applicable Margin. The Applicable Margin shall be a function
of the Borrower's ratio of Interest Bearing Debt divided by EBITDA and shall be
calculated quarterly based upon the Borrower's internally-prepared financial
statement or if available, Borrower's annual audited financial statement. Upon
Bank's receipt of said financial statement, Bank shall calculate the Applicable
Margin and inform Borrower of same.

The monthly interest payment shall be adjusted and the adjusted Applicable
Margin shall be in effect on

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the first day of the month immediately following receipt of the financial
information for the preceding fiscal quarter.

The Interest Bearing Debt portion of the calculation will be determined based
on the then-current quarter end; whereas the EBITDA portion of the calculation
will be determined based on the previous four fiscal quarters.

                2. Quarterly Adjustment:

                   (1) If the ratio of Interest Bearing Debt to EBITDA
                       (hereafter, "IBD/EBITDA") is less than 1.00 to 1.00, the
                       Applicable Margin for the LIBOR Rate shall be one
                       hundred seventy-five Basis Points (1.75%).

                   (2) If the ratio of IBD/ EBITDA is greater than 1.00 to 1.00
                       (inclusive) and less than 1.50 to 1.00, the Applicable
                       Margin for the LIBOR Rate shall be two hundred Basis
                       Points (2.00%).

                   (3) If the ratio of IBD/ EBITDA is greater than 1.50
                       (inclusive) to 1.00 and less than 2.00 (inclusive) to
                       1.00, the Applicable Margin for the LIBOR Rate shall be
                       two hundred twenty-five Basis Points (2.25%).

            G. ADVANCES. Advances under the Note shall be made by telephone
(confirmed in writing) electronically via Autoborrow, facsimile or written
communication to Bank from any Authorized Representative; provided, however,
that Bank shall have the right to rely upon telephonic representations that the
person claiming to be an Authorized Representative is, in fact, that person.
Unless otherwise agreed by the Bank, all advances under the Note will be made
by way of a credit into Borrower's demand deposit account maintained at the
Bank. Each advance will be subject to the Borrower' Borrowing Base (as defined
below), a certified statement of which will be submitted no less than
quarterly. To the extent that the total advances outstanding hereunder at any
time exceed the Borrowing Base formula, Borrower shall immediately prepay this
Loan to such extent.

            H. AVAILABILITY OF FUNDS. Notwithstanding the maximum amount of the
Loan, as stated above, the total advances outstanding under the Loan at any
time shall not exceed the lesser of: (i) $12,000,000.00; or (ii) an amount
which is equal to two times the rolling four (4) quarter EBITDA of Borrower
(the "Borrowing Base").

            I. UNUSED COMMITMENT FEE. Beginning on October 15, 1999, and as
additional consideration for the making of this Loan, Borrower shall pay to
Bank an additional fee equal to [$12,000,000 minus the average daily principal
amount outstanding under the Loan for the calendar quarter ending September 30,
1999] multiplied by a specific number of Basis Points (determined on an annual
basis), depending on the ratio of IBD/ EBITDA, as more specifically set forth
below:

               a.  If the ratio of IBD/ EBITDA is less than 1.00 to 1.00: ten
                   Basis Points (.10%).

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               b.  If the ratio of IBD/ EBITDA is greater than 1.00 to 1.00
                   (inclusive) and less than 1.50 to 1.00: twenty-five Basis
                   Points (.25%).

               c.  If the ratio of IBD/EBITDA is greater than 1.50 (inclusive)
                   to 1.00 and less than 2.00 (inclusive) to 1.00: thirty-seven
                   and one-half Basis Points (.375%).

Thereafter, for so long as the Loan is in place, Borrower shall pay a fee on a
quarterly basis, determined in accordance with the above formula, which shall
be due within 15 days from the end of said calendar quarter.

            J. CONDITIONS TO FIRST ADVANCE. The obligation of the Bank to make
the initial advance under the Loan is subject to the conditions precedent that
the Bank shall have received on the Closing Date, in form and substance
satisfactory to the Bank, the following:

               1. Executed originals of each of this Agreement, the Note and
the other Loan Documents, together with any and all schedules and exhibits
thereto.

               2. Written opinion of counsel to the Borrower dated as of the
Closing Date, addressed to the Bank and satisfactory to Tew, Zinober, Barnes,
Zimmet & Unice, special counsel to the Bank.

               3. Resolutions of the boards of directors or other appropriate
governing body (or of the appropriate committee thereof) of each member of
Borrower certified by its respective secretary or assistant secretary or other
appropriate official as of the Closing Date, approving and adopting the Loan
Documents and authorizing the execution and delivery thereof.

               4. Specimen signatures of officers of the Borrower executing the
Loan Documents on behalf of such Person, certified by the respective secretary
or assistant secretary or other appropriate official of the Borrower.

               5. The charter documents of the Borrower certified as of a
recent date by the Secretary of State or other appropriate Governmental
Authority of its jurisdiction of incorporation.

               6. The By-laws (including any amendments thereto) of the
Borrower certified as of the Closing date as true and correct by the respective
secretary or assistant secretary of the Person to whom such by-laws relate.

               7. Certificates issued as of a recent date by the Secretary of
State or other appropriate Governmental Authority of its jurisdiction of
incorporation as to the due existence and good standing of the Borrower.

               8. Appropriate certificates of qualification to do business,
good standing and, where appropriate, authority to conduct business under
assumed name, issued in respect of the Borrower as of a recent date by the
Secretary of State or other appropriate Governmental Authority of each
jurisdiction in which the failure to be qualified to do business or authorized
so to conduct business could materially adverse affect the business, operations
or conditions, financial or otherwise, of the Borrower.

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                9. Evidence of insurance required by the Loan Documents.

               10. All fees payable by the Borrower on the Closing Date to the
Bank.

               11. With respect to real and personal property owned by Borrower
or any member of the Borrower, evidence as to the validity, enforceability and
priority of Bank's security interest therein and that there are no priority
security interests in any of the assets of Borrower except as specifically
acknowledged and approved by Bank.

               12. Such other documents, financial statements, notices,
instruments, certificates and opinions as the Bank may reasonably request on or
prior to the Closing Date in connection with the consummation of the
transactions contemplated hereby, or have been recorded or filed in all
necessary places and sent to or received by all necessary persons, as the case
may be.

            K. CONDITIONS TO EACH ADVANCE. Prior to the disbursement by the
Bank of any advances to Borrower under this Loan, the Bank shall have
determined that there exist no event of default which has not been cured during
any applicable curative period; the representations and warranties contained in
the Loan documents shall be true and accurate as of the date of such advance;
there shall have occurred no material adverse change in the financial condition
of the Borrower or any other person liable for repayment of the Loan; and the
Bank shall have determined that the prospect of payment or performance of the
Loan has not been materially impaired.

            By making request for any advance, Borrower shall be deemed to
acknowledge that the representations and warranties of the Borrower set forth
in Article III hereof and in each of the other Loan Documents shall be true and
correct in all material respects on and as of the date of such additional
advance with the same effect as though such representations and warranties had
been made on and as of such date, except to the extent that such
representations and warranties expressly relate to an earlier date and except
that the financial statements shall be deemed to be those financial statements
most recently delivered to the Bank.

         III. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and
warrants to Bank as follows:

              A. GOOD STANDING. Borrower is a corporation duly organized,
validly existing and in good standing under the laws of Florida and has the
power and authority to own its property and to carry on its business in each
jurisdiction in which Borrower does business.

              B. AUTHORITY AND COMPLIANCE. Borrower has full power and
authority to execute and deliver the Loan Documents and to incur and perform
the obligations provided for therein, all of which have been duly authorized by
all proper and necessary action of the appropriate governing body of Borrower.
No consent or approval of any public authority or other third party is required
as a condition to the validity of any Loan Document, and Borrower is in
compliance with all laws and regulatory requirements to which it is subject.

              C. BINDING AGREEMENT. This Agreement and the other Loan Documents
executed by Borrower constitute valid and legally binding obligations of
Borrower, enforceable in accordance with their terms.

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              D. LITIGATION. There is no proceeding involving Borrower pending
or, to the knowledge of Borrower, threatened before any court or governmental
authority, agency or arbitration authority, except as disclosed to Bank in
writing and acknowledged by Bank prior to the date of this Agreement.

              E. NO CONFLICTING AGREEMENTS. There is no charter, bylaw, stock
provision, partnership agreement or other document pertaining to the
organization, power or authority of Borrower and no provision of any existing
agreement, mortgage, indenture or contract binding on Borrower or affecting its
property, which would conflict with or in any way prevent the execution,
delivery or carrying out of the terms of this Agreement and the other Loan
Documents.

              F. OWNERSHIP OF ASSETS. Borrower has good title to its assets,
and its assets are free and clear of liens, except those granted to Bank, those
in favor of Huntington Bank which liens will be satisfied in connection with
the closing of this Loan, and except and as disclosed to Bank in writing prior
to the date of this Agreement.

              G. TAXES. All taxes and assessments due and payable by Borrower
have been paid or are being contested in good faith by appropriate proceedings
and Borrower has filed all tax returns which it is required to file.

              H. FINANCIAL STATEMENTS. The financial statements of Borrower
heretofore delivered to Bank have been prepared in accordance with GAAP applied
on a consistent basis throughout the period involved and fairly present
Borrower's financial condition as of the date or dates thereof, and there has
been no material adverse change in Borrower's financial condition or operations
since March 31, 1999. All factual information furnished by Borrower to Bank in
connection with this Agreement and the other Loan Documents is and will be
accurate and complete on the date as of which such information is delivered to
Bank and is not and will not be incomplete by the omission of any material fact
necessary to make such information not misleading.

              I. PLACE OF BUSINESS. Borrower's chief executive office is
located at 360 Central Avenue, St. Petersburg, Florida, 33701.

              J. ENVIRONMENTAL. The conduct of Borrower's business operations
and the condition of Borrower's property does not and will not violate any
federal laws, rules or ordinances for environmental protection, regulations of
the Environmental Protection Agency, any applicable local or state law, rule,
regulation or rule of common law or any judicial interpretation thereof
relating primarily to the environment or Hazardous Materials.

              K. CONTINUATION OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made under this Agreement shall be deemed to be
made at and as of the date hereof and at and as of the date of any advance
under any Loan.

          IV. AFFIRMATIVE COVENANTS. Until full payment and performance of all
obligations of Borrower under the Loan Documents, Borrower will, unless Bank
consents otherwise in writing (and without limiting any requirement of any
other Loan Document):

              A. FINANCIAL CONDITION. Maintain Borrower's financial condition
as follows,

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determined in accordance with GAAP applied on a consistent basis
throughout the period involved except to the extent modified by the following
definitions:

                 1. Borrower shall maintain a ratio of total liabilities to Net
Worth of not greater than 1.0 to 1.0. This ratio will be tested quarterly.

                 2. Borrower shall maintain at all times a ratio of Cash Flow
to Fixed Charges of not less than 2.5 to 1.0.

                 3. Borrower shall maintain at all times a ratio of Interest
Bearing Debt divided by EBITDA not greater than 2.0 to 1.0. This ratio will be
tested quarterly and calculated on a rolling four (4) quarter basis.

              B. FINANCIAL STATEMENTS AND OTHER INFORMATION. Maintain a system
of accounting satisfactory to Bank and in accordance with GAAP applied on a
consistent basis throughout the period involved, permit Bank's officers or
authorized representatives to visit and inspect Borrower's books of account and
other records at such reasonable times and as often as Bank may desire, and pay
the reasonable fees and disbursements of any accountants or other agents of
Bank selected by Bank for the foregoing purposes. Unless written notice of
another location is given to Bank, Borrower's books and records will be located
at Borrower's chief executive office set forth above. All financial statements
called for below shall be prepared in form and content acceptable to Bank and
by independent certified public accountants acceptable to Bank.

In addition, Borrower will:

                 1. Furnish to Bank internally prepared financial statements of
Borrower for each quarter on a combined basis, certified by an Authorized
Representative, within 45 days after the close of each such fiscal quarter,
including a balance sheet and income statement for the quarter and cumulative
year to date.

                 2. Furnish annually to Bank audited and combined financial
statements (including a balance sheet, and statements of financial condition,
income, cash flows and changes in shareholders' equity), prepared by an
independent certified public accountant acceptable to Bank, for each fiscal
year of Borrower, within ninety (90) days after the close of the Borrower's
fiscal year certified by an Authorized Representative.

                 3. Furnish to Bank on a quarterly basis, within 45 days of the
end of each quarter of Borrower, a borrowing base certificate in the form of
that attached hereto as Exhibit "A" identifying i) availability for borrowing
based on the Interest Bearing Debt to EBITDA ratio as set out in Section
II.F. herein, and ii) the financial covenants required under Section IV.A.
herein.

                 4. Furnish to Bank a compliance certificate for in the form of
that attached hereto as Exhibit "B" (and executed by an authorized
representative of) Borrower concurrently with and dated as of the date of
delivery of each of the financial statements as required in paragraphs i and ii
above, containing (a) a certification that the financial statements of even
date are true and correct and that the Borrower is not in default under the
terms of this Agreement, and (b) computations and conclusions, in such detail
as Bank may request, with respect to compliance with this Agreement, and the
other Loan

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Documents, including computations of all quantitative covenants.

                 5. Furnish to Bank promptly copies of all significant
servicing contracts within thirty (30) days of its execution.

                 6. Inform Bank promptly of any actual or potential contingent
liabilities in the aggregate amount of $100,000.00.

                 7. Furnish to Bank promptly such additional information,
reports and statements respecting the business operations and financial
condition of Borrower, from time to time, as Bank may reasonably request.

              C. INSURANCE. Maintain insurance with responsible insurance
companies on such of its properties, in such amounts and against such risks as
is customarily maintained by similar businesses operating in the same vicinity,
specifically to include fire and extended coverage insurance covering all
assets, business interruption insurance, workers compensation insurance and
liability insurance, all to be with such companies and in such amounts as are
satisfactory to Bank and providing for at least 30 days prior notice to Bank of
any cancellation thereof. Satisfactory evidence of such insurance will be
supplied to Bank prior to funding under the Loan(s) and 30 days prior to each
policy renewal.

              D. EXISTENCE AND COMPLIANCE. Maintain its existence, good
standing and qualification to do business, where required and comply with all
laws, regulations and governmental requirements including, without limitation,
environmental laws applicable to it or to any of its property, business
operations and transactions.

              E. ADVERSE CONDITIONS OR EVENTS. Promptly advise Bank in writing
of (i) any condition, event or act which comes to its attention that would or
might materially adversely affect Borrower's financial condition or operations
or Bank's rights under the Loan Documents, (ii) any litigation filed by or
against Borrower, (iii) any event that has occurred that would constitute an
event of default under any Loan Documents, (iv) any loss of any contract that
makes up ten percent (10%) or more of Borrower's revenue and (iv) any uninsured
or partially uninsured loss through fire, theft, liability or property damage
in excess of an aggregate of $500,000.00.

              F. TAXES AND OTHER OBLIGATIONS. Pay all of its taxes, assessments
and other obligations, including, but not limited to taxes, costs or other
expenses arising out of this transaction, as the same become due and payable,
except to the extent the same are being contested in good faith by appropriate
proceedings in a diligent manner.

              G. MAINTENANCE. Maintain all of its tangible property in good
condition and repair and make all necessary replacements thereof, and preserve
and maintain all licenses, trademarks, privileges, permits, franchises,
certificates and the like necessary for the operation of its business.

              H. ENVIRONMENTAL. Immediately advise Bank in writing of (i) any
and all enforcement, cleanup, remedial, removal, or other governmental or
regulatory actions instituted, completed or threatened pursuant to any
applicable federal, state, or local laws, ordinances or regulations relating to
any Hazardous Materials affecting Borrower's business operations; and (ii) all
claims made or threatened by any third party against Borrower relating to
damages, contribution, cost recovery, compensation, loss

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or injury resulting from any Hazardous Materials. Borrower shall immediately
notify Bank of any remedial action taken by Borrower with respect to Borrower's
business operations. Borrower will not use or permit any other party to use any
Hazardous Materials at any of Borrower's places of business or at any other
property owned by Borrower except such materials as are incidental to
Borrower's normal course of business, maintenance and repairs and which are
handled in compliance with all applicable environmental laws. Borrower agrees
to permit Bank, its agents, contractors and employees to enter and inspect any
of Borrower's places of business or any other property of Borrower at any
reasonable times upon three (3) days prior notice for the purposes of
conducting an environmental investigation and audit (including taking physical
samples) to insure that Borrower is complying with this covenant and Borrower
shall reimburse Bank on demand for the costs of any such environmental
investigation and audit. Borrower shall provide Bank, its agents, contractors,
employees and representatives with access to and copies of any and all data and
documents relating to or dealing with any Hazardous Materials used, generated,
manufactured, stored or disposed of by Borrower's business operations within
five (5) days of the request therefore.

              I. INTEREST RATE PROTECTION AGREEMENTS. Borrower shall duly
punctually perform all covenants, terms and agreements expressed as binding
upon Borrower under any Interest Rate Protection Agreements. Borrower
acknowledges that Borrower's obligations under any Interest Rate Protection
Agreements are obligations may be secured by the collateral identified in the
Security Agreement. Further, Borrower acknowledges and agrees that the
occurrence of any event of default or defaults under any Interest Rate
Protection Agreement shall be a default under this Agreement, and vice versa.

           V. NEGATIVE COVENANTS.

              A. Until full payment and performance of all obligations of
Borrower under the Loan Documents, Borrower, individually or collectively, will
not, without the prior written consent of Bank (and without limiting any
requirement of any other Loan Documents):

                 1. CAPITAL EXPENDITURES. Make capital expenditures during each
fiscal year (including capitalized leases) exceeding in the aggregate the sum
of $3,000,000.00.

                 2. TRANSFER OF ASSETS . Sell, lease, assign or otherwise
dispose of or transfer any assets greater than $500,000.00 net book value,
except in the normal course of its business.

                 3. LIENS. Grant, suffer or permit any contractual or
noncontractual lien on or security interest in its assets, except in favor of
Bank, or fail to promptly pay when due all lawful claims, whether for labor,
materials or otherwise.

                 4. EXTENSIONS OF CREDIT. Make or permit any Subsidiary to
make, any loan or advance to any person or entity, or purchase or otherwise
acquire, or permit any Subsidiary to purchase or other wise acquire, any
capital stock, assets, obligations, or other securities of, make any capital
contribution to, or otherwise invest in or acquire any interest in any entity,
or participate as a partner or joint venturer with any person or entity, except
for the purchase of direct obligations of the United States or any agency
thereof with maturities of less than one year.

                 5. BORROWINGS. Except for capital and operating leases of up
to $1,000,000.00, create, incur, assume or become liable in any manner for any
indebtedness (for borrowed money, deferred

                                           11

<PAGE>   12

payment for the purchase of assets, lease payments, as surety or guarantor for
the debt for another, or otherwise) other than to Bank, except for normal trade
debts incurred in the ordinary course of Borrower's business, and except for
existing indebtedness disclosed to Bank in writing and acknowledged by Bank
prior to the date of this Agreement.

                 6. DIVIDENDS AND DISTRIBUTIONS. Make any distribution or
dividends payable in cash or capital stock of Borrower on any shares of any
class of its capital stock or apply any of its property or assets to the
purchase, redemption or other retirement of any shares of any class of capital
stock or any partnership interest in Borrower when Interest Bearing Debt to
EBITDA exceeds 1.0 either before or as a result of the distribution and based
on the formula provided in the financial covenant section herein.

                 7. CHARACTER OF BUSINESS. Change the general character of
business as conducted at the date hereof, or engage in any type of business not
reasonably related to its business as presently conducted.

              B. 1. Until full payment and performance of all obligations of
Borrower under the Loan Documents, Borrower shall not enter into any
acquisition, merger, or consolidation having a value in excess of
$1,000,000.00, unless the following conditions/requirements are satisfied:

<TABLE>
-------------------------------------------------------------------------------------------------------------
<S>                                       <C>
Size of proposed acquisition,             Requirements/conditions
merger or consolidation
-------------------------------------------------------------------------------------------------------------
$0 - $1,000,000                           Bank approval not required.
-------------------------------------------------------------------------------------------------------------
$1,000,001 - $5,000,000                   The Bank must review the proposed transaction and determine that
                                          it is in compliance with all other covenants (on a projected basis)
                                          and consistent with Borrower's existing operations.  If any
                                          projected covenant will not be in compliance as a result of the
                                          proposed transaction, or if the proposed transaction is inconsistent
                                          with existing operations, Bank must approve the proposed
                                          transaction.
-------------------------------------------------------------------------------------------------------------
$5,000,001 - $10,000,000                  The Bank must review the proposed transaction and determine that
                                          it is in compliance with all other covenants (on a projected basis)
                                          and consistent with Borrower's existing operations.  If the projected
                                          ratio of Interest Bearing Debt to EBITDA resulting from the
                                          transaction will be greater than 1.5 to 1.0, or if any other projected
                                          covenant will not be in compliance as a result of the proposed
                                          transaction, or the proposed transaction is inconsistent with existing
                                          operations, the Bank must approve the proposed transaction and
                                          Borrower may be required by Bank, to provide to Bank, a fairness
                                          opinion from an investment banking firm acceptable to Bank.
-------------------------------------------------------------------------------------------------------------
$10,000,000 or more                       Bank approval and fairness opinion may be  required.
-------------------------------------------------------------------------------------------------------------
</TABLE>

                 2. [Purposely Omitted]

                                           12

<PAGE>   13

              C. In the event of any incorporation (or other formation),
acquisition, merger or consolidation which results in a new entity which is not
one of the Borrowers then in effect, Borrower shall cause such new entity,
within thirty (30) days of the closing of the transaction, to formally join in
the execution of this Loan Agreement, and to execute such documents as may be
necessary for any such new entity to pledge all of its assets to Bank, it being
the intent of the parties that each Borrower, and all Subsidiaries of each
Borrower, shall be jointly and severally liable for the Loan and all their
respective assets shall act as collateral therefore. Upon joinder, the term
"Borrower" shall be read to include any and all new entities. Any such new
entity (together with any existing Borrower) shall sign such joinder documents
and financing statements as Bank may require, and in such form as the Bank may
require, in Bank's reasonable discretion. Any outside legal fees incurred by
Bank shall be reimbursed by Borrower. Any breach of this joinder obligation
shall constitute a default under this Agreement.

          VI. DEFAULT. Borrower shall be in default under this Agreement and
under each of the other Loan Documents if it shall default in the payment of
any amounts due and owing under the Loan or should it fail to timely and
properly observe, keep or perform any term, covenant, agreement or condition in
any Loan Document or in any other loan agreement, promissory note, security
agreement, deed of trust, deed to secure debt, mortgage, assignment or other
contract securing or evidencing payment of any indebtedness of Borrower to Bank
or any affiliate or subsidiary of NationsBank Corporation. Notwithstanding the
above, Borrower shall have a period of ten (10) days to cure any default based
on Borrower's failure to pay any monetary obligation due to Bank and thirty
(30) days from the date of written notice from Bank to Borrower to cure any
other default by Borrower before Bank may pursue its remedies.

         VII. CROSS-DEFAULT PROVISION. Borrowers jointly and severally
acknowledge and agree that a breach of any term, condition, warranty or
covenant herein by Borrower shall constitute a default under this Loan
Agreement. Furthermore, any breach of or default under this Loan Agreement
automatically shall constitute a default under all the other Loan Documents
incident to this Facility; similarly, any breach or default by Borrowers under
any of the Loan Documents shall be deemed a default under all the other Loan
Documents and under this Loan Agreement. A default by Borrower under any loan
(term, line of credit or otherwise) with Bank shall constitute a default under
this Loan Agreement and all other Loan Documents incident to this Facility, and
a default under this Loan shall constitute a default under any other loan from
Bank to Borrowers. Upon any such breach or default, Bank shall have the right
to exercise any and all remedies allowable under the documents and under
Florida law, and may proceed under any document or may proceed to exercise any
specific remedy without being required to resort to any other remedy allowable
by law or under any specific loan document. Borrower, jointly and severally,
agree to pay to Bank all costs of collection in the event of any such breach or
default, including, without limitation, a reasonable attorneys' fee for Bank's
legal counsel as provided in the Loan Documents.

        VIII. CROSS-COLLATERALIZATION PROVISION. The Collateral for this Loan
also shall

                                           13

<PAGE>   14

act as collateral for any future loan from Bank to Borrowers, upon written
notice from Bank to Borrowers, at any time, the collateral for any future loan
(or any collateralized Interest Rate Protection Agreement) from Bank to
Borrowers also shall secure this Loan.

          IX. REMEDIES UPON DEFAULT.

              A. If an event of default shall occur, and except as provided in
Section VI above, Bank shall have all rights, powers and remedies available
under each of the Loan Documents as well as all rights and remedies available
at law or in equity.

              B. Borrower shall have no right of setoff against Bank under the
Loan or under this Agreement or under any instruments securing the Note or
executed in connection with the Loan. Bank, however, shall have the right, in
addition to all other remedies provided herein or at law, immediately and
without further action by it, to setoff against the Note or otherwise under
this Agreement all monies owned, if any, by Bank in any capacity to Borrower,
whether or not then due. In the event the Federal Deposit Insurance Corporation
("FDIC") shall assume control of Bank and seize any deposits of Borrower, the
amounts seized shall reduce the indebtedness of Borrower under the Note and
this Agreement.

           X. NOTICES. All notices, requests or demands which any party is
required or may desire to give to any other party under any provision of this
Agreement must be in writing delivered to the other party at the following
address:

           Borrower:
           c/o Insurance Management Solutions Group, Inc., a Florida corporation
           360 Central Avenue
           St. Petersburg, Florida 33701
           Fax. No. (727) 803-2093
           Attn: Mr. Kelly K. King

           Bank: NationsBank, N.A.
           18167 US Hwy 19 North, Suite 600
           Clearwater, Florida 33764-6575
           Attn: Linda K. Mace
           Fax: (727) 524-1193

or to such other address as any party may designate by written notice to the
other party. Each such notice, request and demand shall be deemed given or made
as follows:

              A. If sent by mail, upon the earlier of the date of receipt or
five (5) days after deposit in the U.S. Mail, first class postage prepaid;

              B. If sent by any other means , upon delivery.

          XI. COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to Bank
immediately upon demand the full amount of all costs and expenses, including
reasonable attorneys' fees (to include outside counsel fees and all allocated
costs of Bank's in-house counsel if permitted by applicable law), incurred by
Bank in connection with (a) negotiation and preparation of this Agreement

                                           14

<PAGE>   15

and each of the Loan Documents, and (b) all other costs and attorneys' fees
incurred by Bank for which Borrower is obligated to reimburse Bank in
accordance with the terms of the Loan Documents.

         XII. MISCELLANEOUS. Borrower and Bank further covenant and agree as
follows, without limiting any requirement of any other Loan Document:

              A. CUMULATIVE RIGHTS AND NO WAIVER. Each and every right granted
to Bank under any Loan Document, or allowed it by law or equity shall be
cumulative of each other and may be exercised in addition to any and all other
rights of Bank, and no delay in exercising any right shall operate as a waiver
thereof, nor shall any single or partial exercise by Bank of any right preclude
any other or future exercise thereof or the exercise of any other right.
Borrower expressly waives any presentment, demand, protest or other notice of
any kind, including but not limited to notice of intent to accelerate and
notice of acceleration. No notice to or demand on Borrower in any case shall,
of itself, entitle Borrower to any other or future notice or demand in similar
or other circumstances.

              B. APPLICABLE LAW. This Loan Agreement and the rights and
obligations of the parties hereunder shall be governed by and interpreted in
accordance with the laws of Florida (without regard to choice of law
principles) and applicable United States federal law.

              C. AMENDMENT. No modification, consent, amendment or waiver of
any provision of this Loan Agreement, nor consent to any departure by Borrower
therefrom, shall be effective unless the same shall be in writing and signed by
an officer of Bank, and then shall be effective only in the specified instance
and for the purpose for which given. This Loan Agreement is binding upon
Borrower, its successors and assigns, and inures to the benefit of Bank, its
successors and assigns; however, no assignment or other transfer of Borrower's
rights or obligations hereunder shall be made or be effective without Bank's
prior written consent, nor shall it relieve Borrower of any obligations
hereunder. There is no third party beneficiary of this Loan Agreement.

              D. DOCUMENTS. All documents, certificates and other items
required under this Loan Agreement to be executed and/or delivered to Bank
shall be in form and content satisfactory to Bank and its counsel.

              E. PARTIAL INVALIDITY. The unenforceability or invalidity of any
provision of this Loan Agreement shall not affect the enforceability or
validity of any other provision herein and the invalidity or unenforceability
of any provision of any Loan Document to any person or circumstance shall not
affect the enforceability or validity of such provision as it may apply to
other persons or circumstances.

              F. INDEMNIFICATION. Notwithstanding anything to the contrary
contained in Section 10(G), Borrower shall indemnify, defend and hold Bank and
its successors and assigns harmless from and against any and all claims,
demands, suits, losses, damages, assessments, fines, penalties, costs or other
expenses (including reasonable attorneys' fees and court costs) arising from or
in any way related to any of the transactions contemplated hereby, including
but not limited to actual or threatened damage to the environment, agency costs
of investigation, personal injury or death, or property damage, due to a
release or alleged release of Hazardous Materials, arising from Borrower's
business operations, any other property owned by Borrower or in the surface or
ground water arising from Borrower's business operations, or gaseous emissions
arising from Borrower's business operations or any other condition existing or
arising from Borrower's business operations resulting from the use or existence
of Hazardous Materials, whether

                                           15

<PAGE>   16

such claim proves to be true or false. Borrower further agrees that its
indemnity obligations shall include, but are not limited to, liability for
damages resulting from the personal injury or death of an employee of the
Borrower, regardless of whether the Borrower has paid the employee under the
workmen' s compensation laws of any state or other similar federal or state
legislation for the protection of employees. The term "property damage" as used
in this paragraph includes, but is not limited to, damage to any real or
personal property of the Borrower, the Bank, and of any third parties. The
Borrower's obligations under this paragraph shall survive the repayment of the
Loan and any deed in lieu of foreclosure or foreclosure of any Deed to Secure
Debt, Deed of Trust, Security Agreement or Mortgage securing the Loan.

              G. SURVIVABILITY. All covenants, agreements, representations and
warranties made herein or in the other Loan Documents shall survive the making
of the Loan and shall continue in full force and effect so long as the Loan is
outstanding or the obligation of the Bank to make any advances under the Line
shall not have expired.

              H. REFINANCE. In the event Borrower enters into negotiations with
another financial institution to "take out" or otherwise refinance the Loan,
Borrower hereby agrees to give Bank a first right of refusal to match the terms
proposed by any other lender. Upon receipt of a signed commitment letter from
another financial institution, Borrower shall deliver a copy to Bank. Bank
shall then have ten (10) business days from the date of actual receipt to
notify Borrower that Bank is willing to match all material terms contained in
the commitment letter; provided, however, that Bank shall have at least twenty
(20) days from the date of Bank's notice to Borrower of its willingness to
match the terms to "close," notwithstanding any language in the commitment
letter to the contrary.

        XIII. ARBITRATION. ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE
PARTIES HERETO INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO
THIS INSTRUMENT, AGREEMENT OR DOCUMENT OR ANY RELATED INSTRUMENTS, AGREEMENTS
OR DOCUMENTS, INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT,
SHALL BE DETERMINED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL
ARBITRATION ACT (OR IF NOT APPLICABLE, THE APPLICABLE STATE LAW), THE RULES OF
PRACTICE AND PROCEDURE FOR THE ARBITRATION OF COMMERCIAL DISPUTES OF
J.A.M.S./ENDISPUTE OR ANY SUCCESSOR THEREOF ("J.A.M.S."), AND THE "SPECIAL
RULES" SET FORTH BELOW. IN THE EVENT OF ANY INCONSISTENCY, THE SPECIAL RULES
SHALL CONTROL. JUDGMENT UPON ANY ARBITRATION AWARD MAY BE ENTERED IN ANY COURT
HAVING JURISDICTION. ANY PARTY TO THIS INSTRUMENT, AGREEMENT OR DOCUMENT MAY
BRING AN ACTION, INCLUDING A SUMMARY OR EXPEDITED PROCEEDING, TO COMPEL
ARBITRATION OF ANY CONTROVERSY OR CLAIM TO WHICH THIS AGREEMENT APPLIES IN ANY
COURT HAVING JURISDICTION OVER SUCH ACTION.

              A. SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN THE
COUNTY OF ANY BORROWER'S DOMICILE AT THE TIME OF THE EXECUTION OF THIS
INSTRUMENT, AGREEMENT OR DOCUMENT OR IF THERE IS REAL OR PERSONAL PROPERTY
COLLATERAL, IN THE COUNTY WHERE SUCH REAL OR PERSONAL PROPERTY IS LOCATED, AND
ADMINISTERED BY J.A.M.S. WHO WILL APPOINT AN ARBITRATOR; IF J.A.M.S. IS UNABLE
OR LEGALLY PRECLUDED FROM ADMINISTERING THE ARBITRATION, THEN THE AMERICAN
ARBITRATION ASSOCIATION WILL SERVE. ALL ARBITRATION

                                           16

<PAGE>   17

HEARINGS WILL BE COMMENCED WITHIN 90 DAYS OF THE DEMAND FOR ARBITRATION;
FURTHER, THE ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE PERMITTED TO
EXTEND THE COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 60 DAYS.

              B. RESERVATION OF RIGHTS. NOTHING IN THIS ARBITRATION PROVISION
SHALL BE DEEMED TO (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE
STATUTES OF LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS INSTRUMENT,
AGREEMENT OR DOCUMENT; OR (II) BE A WAIVER BY BANK OF THE PROTECTION AFFORDED
TO IT BY 12 U.S.C. SEC. 91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III)
LIMIT THE RIGHT OF BANK HERETO (A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT
NOT LIMITED TO) SETOFF, OR (B) TO FORECLOSE AGAINST ANY REAL OR PERSONAL
PROPERTY COLLATERAL, OR (C) TO OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY
REMEDIES SUCH AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OF POSSESSION OR
THE APPOINTMENT OF A RECEIVER. BANK MAY EXERCISE SUCH SELF HELP RIGHTS,
FORECLOSE UPON SUCH PROPERTY, OR OBTAIN SUCH PROVISIONAL OR ANCILLARY REMEDIES
BEFORE, DURING OR AFTER THE PENDENCY OF ANY ARBITRATION PROCEEDING BROUGHT
PURSUANT TO THIS INSTRUMENT, AGREEMENT OR DOCUMENT. NEITHER THIS EXERCISE OF
SELF HELP REMEDIES NOR THE INSTITUTION OR MAINTENANCE OF AN ACTION FOR
FORECLOSURE OR PROVISIONAL OR ANCILLARY REMEDIES SHALL CONSTITUTE A WAIVER OF
THE RIGHT OF ANY PARTY, INCLUDING THE CLAIMANT IN ANY SUCH ACTION, TO ARBITRATE
THE MERITS OF THE CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH REMEDIES.

         XIV. NO ORAL AGREEMENT. THIS WRITTEN LOAN AGREEMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.

          XV. YEAR 2000 REPRESENTATIONS AND WARRANTIES.

              (A) Borrower has (i) begun analyzing the operations of Borrower
and its subsidiaries and affiliates that could be adversely affected by failure
to become Year 2000 compliant (that is, that computer applications, imbedded
microchips and other systems will be able to perform date-sensitive functions
prior to and after December 31, 1999) and; (ii) developed a plan for becoming
Year 2000 compliant in a timely manner, the implementation of which is on
schedule in all material respects. Borrower reasonably believes that it will
become Year 2000 compliant for its operations and those of its subsidiaries and
affiliates on a timely basis except to the extent that a failure to do so could
not reasonably be expected to have a material adverse effect upon the financial
condition of Borrower.

              (B) Borrower reasonably believes any suppliers and vendors that
are material to the operations of Borrower to its subsidiaries and affiliates
will be Year 2000 compliant for their own computer applications except to the
extent that a failure to do so could not reasonably be expected to have a
material adverse effect upon the financial condition of Borrower.

              (C) Borrower will promptly notify Bank in the event Borrower
determines that any computer application which is material to the operations of
Borrower, its subsidiaries or any of its material vendors or suppliers will not
be fully Year 2000 compliant on a timely basis, except to the extent that such
failure could not reasonably be expected to have a material adverse effect upon
the financial condition of Borrower.



                                      17


<PAGE>   18

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed under seal by their duly authorized representatives as of the
date first above written.

<TABLE>
<S>                                                <C>
BORROWER:                                          BANK:

Insurance Management Solutions Group, Inc.               NationsBank, N.A.
a Florida corporation

By: /s/  Kelly K. King                   (Seal)    By: /s/ Linda Kibbe Mace                (Seal)
    -------------------------------------                  --------------------------------
         Kelly K. King, CFO                                Linda Kibbe Mace, Vice President

         [Corporate Seal]

Insurance Management Solutions, Inc.
a Florida corporation

By: /s/ Kelly K. King                    (Seal)
    -------------------------------------
        Kelly K. King, CFO

        [Corporate Seal]

Geotrac of America, Inc., a Florida corporation

By: /s/ Kelly K. King                    (Seal)
    -------------------------------------
        Kelly K. King, CFO

        [Corporate Seal]

IMS Direct, Inc., a Florida corporation

By: /s/ Kelly K. King                    (Seal)
    -------------------------------------
        Kelly K. King, CFO

        [Corporate Seal]

Colonial Claims Corporation, a Florida corporation

By: /s/ Kelly K. King                    (Seal)
    -------------------------------------
        Kelly K. King, CFO

        [Corporate Seal]
</TABLE>

                                           18

<PAGE>   19

                                  Exhibit "A"
                           Borrowing Base Certificate

[GRAPHIC OMITTED]                                       Borrowing Base Agreement
--------------------------------------------------------------------------------
         1. Borrowing Base   The aggregate principal amount of all amounts from
time to time advanced pursuant to the terms of that promissory note dated June
11, 1999 in the principal amount of $12,000,000(the "Note") shall not exceed
the Maximum Amount.

         "Maximum Amount" shall mean the lesser of $12,000,000 or the Borrowing
Base. The "Borrowing Base" at any time, shall be equal to 2 Times EBITDA where
EBITDA is the accumulated previous four quarters EBITDA of IMSG, subsidiaries
and acquired subsidiaries.

         Previous Four Quarter EBITDA
         Quarter 1 _____________plus
         Quarter 2 _____________plus
         Quarter 3 _____________plus
         Quarter 4 _____________,

         A. Equals Total EBITDA                               (A)______________

         B. Multiplied by 2,  cap of $12,000,000              (B)______________

         C. Total Interest Bearing Debt Outstanding           (C)______________

         D. Availability  (Line B less Line C)                (D)______________

         Mandatory Payment   In the event the aggregate principal outstanding
balance of advances under the Note exceed the Maximum Amount, Borrower shall
immediately and without notice or demand of any kind, make such payments as
shall be necessary to reduce the principal balance of the Note below the
Maximum Amount.

Borrower:  Insurance Management Solutions Group, Inc and subsidiaries

By: __________________________________________________________(Seal)
Name: ________________________________________________________
Title: _______________________________________________________


                                      19
<PAGE>   20

                                  Exhibit "B"
                             Compliance Certificate

                             COMPLIANCE CERTIFICATE

         This Compliance Certificate is delivered pursuant to Section IV. B.4.
of the Loan Agreement dated as of June 11, 1999 (together with all amendments
and modifications, if any, from time to time made thereto, the "Loan
Agreement"), between Insurance Management Solutions Group, Inc., a Florida
corporation, Insurance Management Solutions, Inc., a Florida corporation,
Geotrac of America, Inc., a Florida corporation, IMS Direct, Inc., a Florida
corporation, Colonial Claims Corporation, a Florida corporation, and any and
all Subsidiaries, existing now or acquired in the future (collectively, the
"Borrower") and NationsBank, N.A. Unless otherwise defined, terms used herein
(including the attachments hereto) have the meanings provided in the Loan
Agreement.

         The undersigned, being the duly elected, qualified and acting
______________ of the Borrower, on behalf of the Borrower and solely in his or
her capacity as an officer of the Borrower, hereby certifies and warrants that:

         1. He or she is the _____________ of the Borrower and that, as such,
he or she is authorized to execute this certificate on behalf of the Borrower.

         2. As of ________________, 19____:

            (a) The Borrower was not in default of any of the provisions of the
Loan Agreement during the period as to which this Compliance Certificate
relates;

            (b) The Borrower's Interest Bearing Debt to EBITDA was ______to 1.0
as computed on Attachment 1 hereto;

            (c) Borrower's ratio of Total Liabilities to Tangible Net Worth was
__________ to 1.0 as computed on Attachment 4 hereto;

            (f) Borrower's Fixed Charge Coverage ratio was ________ to 1.0 as
computed on Attachment 5 hereto;

            (g) Aggregate annual dividends were equal to $___________ and
Interest Bearing Debt/EBITDA was less than 1.0 to 1.0.

         IN WITNESS WHEREOF, the undersigned has executed and delivered this
certificate, this ______ day of ______________, 19____.

                                                  By: __________________________
                                                  Title: _______________________

                                       20
<PAGE>   21

                                  ATTACHMENT 1

                                                   Period Ending _______________

Ratio of Interest Bearing Debt/EBITDA

1. Interest Bearing Debt
   (a) period ending                                                 $__________

2. EBITDA
   (a) quarter ending,                           plus
   (b) quarter ending,                           plus
   (c) quarter ending,                           plus
   (d) quarter ending                                       =        $__________

3. Ratio Interest Bearing Debt to EBITDA    =               ____________________

Required ratio is Less than 2.0x.

                                       21

<PAGE>   22

                                  ATTACHMENT 2

                                                       Period Ending ___________

Ratio of Total Liabilities to
Tangible Net Worth

         1. Total Liabilities:   $_____________

         2. Tangible Net Worth:  $______________

Ratio: Total liabilities to Tangible Net Worth  =  ______ to  1.0.

Required Ratio: Less than 1.0 to 1.0

                                       22

<PAGE>   23

                                  ATTACHMENT 3

                                                       Period Ending: __________

Fixed Charge Coverage Ratio

1. Aggregate of net income plus

   (a) Depreciation                                                 $___________
   (b) Amortization                                                 $___________
   (c) Interest Expense                                             $___________
   (d) Lease Expense                                                $___________
   (e) Taxes                                                        $___________
   (f) Capital Contributions made in cash                           $___________

Less
   (g) Distributions                                                $___________

   =                                                                $___________

2. Fixed Charges

   Leases and Rent, plus                                            $___________

   Interest Expense, plus                                           $___________
   Current Maturities on Long Term Debt                             $___________
                                                            =

                                                                    $___________

   Fixed Charges Ratio = ____________

Required Ratio: not less than 2.5  to 1.0



                                      23