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                                                                    Exhibit 10.2


                   INSURANCE ADMINISTRATION SERVICES AGREEMENT


         THIS INSURANCE ADMINISTRATION SERVICES AGREEMENT ("Agreement") is made
and effective as of the 30th day of June, 2000 ("Effective Date"), by and
between INSURANCE MANAGEMENT SOLUTIONS, INC. ("IMS"), a corporation organized
and existing under the laws of the State of Florida with its principal place of
business located at 360 Central Avenue, St. Petersburg, Florida 33701, and
INSTANT INSURANCE HOLDINGS, INC. ("Instant"), a corporation organized and
existing under the laws of the State of Delaware with its principal place of
business located at 8113 Ridgepoint Drive, Suite 214, Irving Texas, 75063, and
its designated or wholly owned subsidiaries, collectively, INSTANT AUTO
INSURANCE COMPANY ("Instant Auto"), a corporation organized and existing under
the laws of the State of Delaware with its principal place of business located
at 8113 Ridgepoint Drive, Suite 214, Irving, Texas 75063. Where used in this
Agreement, the term "Customer" shall include within its meaning both Instant and
Instant Auto.

         WHEREAS, Customer wishes to engage the services of IMS to administer
certain of the Customer's obligations for the lines of business ("Authorized
Lines of Business") in the state(s) ("Authorized States") set forth in SCHEDULE
A; and

         WHEREAS, IMS wishes to provide such insurance administration services
as set forth herein.

         NOW THEREFORE, IN CONSIDERATION OF the mutual covenants and agreements
hereinafter set forth, and intending to be legally bound hereby, the parties
hereto do covenant and agree as follows:

ARTICLE I.        DEFINITIONS

Unless the context clearly requires otherwise, the following terms when used in
this Agreement shall have the meanings set forth below:

A.       "Affiliate" is any company which controls, is controlled by, or under
         common control with a party, and "control" is defined as owning 50% or
         more of such entity.

B.       "Authorized Lines of Business" means the lines of business expressly
         set forth in SCHEDULE A of this Agreement.

C.       "Authorized States" means the states expressly set forth in SCHEDULE A
         of this Agreement.

D.       For purposes of legal notice only, "Business Day" means any day other
         than a Saturday, Sunday or other day which is a bank holiday for
         Florida State Banks or an IMS paid holiday (New Year's Day, Memorial
         Day, Independence Day, Thanksgiving Day, day after Thanksgiving,
         Christmas Eve (after 12 P.M. Eastern Standard Time) and Christmas Day).

E.       "Change of Control" means (a) a sale, transfer or pledge, or the
         issuance to a new shareholder, of fifty (50%) percent or more of the
         voting stock of a party hereto to any third party that is not an
         affiliate of such party; or (b) a sale, transfer or pledge of a
         substantial portion of the material assets of a party, or any merger or
         consolidation of a party with another entity or entities. Both parties
         agree as respects this paragraph E, that a change of control includes
         the above definitions when the sale or purchase is transacted with a
         company included within the portfolio of Customer's investment group or
         a distribution partner(s) of Customer.

F.       "Distribution Partner(s)" means the Customer's business partners which
         are authorized by Customer to transact business on Customer's behalf.

G.       "Insurance Administration Services" means the services set forth in
         this Agreement and EXHIBITS I AND II hereto in the Authorized States in
         accordance with the terms of the Agreement, and all applicable laws and
         regulations.




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H.       "Insurance Program" means the Customer's insurance products within the
         Authorized Lines of Business to be offered within the Authorized
         States.

I.       "Systems Development Life Cycle" means the process of defining,
         documenting, and sign-off prior to deployment of all of the business,
         functional, and technical specifications related to the Insurance
         Administration Services to be performed under this Agreement, and the
         development and quality assurance of those business, functional and
         technical specifications after deployment. Refer to APPENDIX B for a
         more detailed description of the Systems Development Life Cycle.

J.       "Technical Information" means and shall include (without limitation)
         computer programs, databases, designs, algorithms, processes,
         structures, data formats, business methods, know how, and research and
         development information.

ARTICLE II.       TERM

A.       The implementation period ("Implementation Period") shall begin on the
         Effective Date of this Agreement and shall end upon completion
         ("Completion Date") of all tasks delineated in the rollout plan
         ("Rollout Plan") contained within APPENDIX A for the first five states
         to be implemented (Colorado, Texas, Arizona, New Mexico and Indiana).
         Customer shall provide to IMS during such Implementation Period all
         data, information, background, and other materials as defined by IMS
         and agreed to by Customer to enable IMS to complete the Rollout Plan
         delineated within APPENDIX A.

B.       The term of the Agreement shall commence on the Effective Date and
         shall have a minimum operating term ("Minimum Operating Term") of
         eighty-four (84) full calendar months following the Effective Date.
         Either party may provide written notice to the other party of its
         intent to renew the Agreement, no later than six (6) months before the
         end of the Minimum Operating Term.

ARTICLE III.      RESPONSIBILITIES OF IMS

A.       During the Implementation Period, IMS shall design, construct, modify
         or customize software systems that will enable IMS to provide the
         Insurance Administration Services. In addition, the Implementation
         Period will be used by IMS to assemble and train its staff, arrange for
         furniture and fixtures, and essentially implement the procedures
         required to provide to Customer the Insurance Administration Services.

B.       IMS will utilize the Systems Development Life Cycle and the appropriate
         phase-specific processes (as further described in APPENDIX B) to
         complete the Rollout Plan and to accomplish any other project related
         to the Insurance Administration Services to be performed on behalf of
         Customer under this Agreement. IMS and Customer will cooperate to
         jointly develop the test plans and business test cases to be used
         during the Systems Development Life Cycle. IMS will provide Customer
         with the test results and shall await the Customer's sign-off prior to
         deployment into live production. C. IMS shall dedicate the human,
         equipment and computer resources commercially reasonably required to
         provide Customer with the Insurance Administration Services, during the
         term of this Agreement, for the Insurance Program and Authorized States
         specified in SCHEDULE A. If Customer is reasonably dissatisfied with a
         key IMS staff member assigned by IMS to provide Insurance
         Administration Services under this Agreement, then upon Customer's
         written notice thereof, IMS shall exercise commercially reasonable
         efforts to replace IMS key staff member within a reasonable time from
         IMS' receipt of notice, but in no event later than three (3) months
         from IMS' receipt of notice. During the process by which IMS is
         replacing a key staff member, Customer may be involved during the
         interview process.




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D.       IMS shall perform the Insurance Administration Services as described in
         Exhibit I & II, in accordance with the service standards and goals
         described in SCHEDULES C & D.

E.       IMS shall designate an employee ("Account Manager") of sufficient
         status and authority to act as liaison with Customer to facilitate IMS'
         performance of the Insurance Administration Services under this
         Agreement. The Account Manager shall provide written and oral
         communication of the status of implementation and administration of the
         Insurance Administration Services as agreed to by and between Account
         Manager and Customer.

F.       IMS shall, based on accepted industry standards and in accordance with
         generally accepted insurance and accounting practices as designated by
         the appropriate state regulatory bodies, maintain complete and orderly
         records and policy and/or claims files as may be required as a result
         of IMS performing the Insurance Administration Services on behalf of
         Customer. These files shall be retained by IMS, in a format or media
         defined by IMS which shall be in compliance with applicable laws and
         regulations, for a minimum of five (5) years or the period specified by
         the applicable state and/or federal statutes regulating the
         preservation of records, whichever is longer, unless the Customer
         requests that its records be returned to it at its expense; provided,
         however, that IMS shall be entitled to retain copies thereof. It is
         specifically agreed and understood between the parties that all records
         referred to in this paragraph "F" constitute sole and exclusive
         property of Customer, and shall be treated as such by IMS pursuant to
         the "Client Confidentiality" Section of IMS' Associate Manual.

G.       At IMS' expense, IMS will provide office space at its principal
         servicing office for two designated employees of Customer. The office
         space will be equipped with a telephone with customer service
         monitoring capability and a personal computer with access to Customer's
         policy information data, and capable of permitting occupancy for two
         (2) people.

H.       IMS and Customer acknowledge and agree that Customer bears all risk and
         has ultimate responsibility for the policies to be administered by IMS,
         and that Customer shall at all times have ultimate decision-making
         discretion with regard to all matters pertaining to the Insurance
         Program policies. Customer acknowledges and agrees that any handling
         instructions or direction from Customer to IMS shall be within the
         bounds of any and all applicable laws and regulations pertaining to the
         handling of such policies.

ARTICLE IV.       RESPONSIBILITIES OF CUSTOMER

A.       During the term of this Agreement (including the Implementation
         Period), Customer shall by mutual agreement with IMS provide to IMS, in
         a timely manner, any and all data, information and other items required
         to enable IMS to perform the Insurance Administration Services
         specified in EXHIBITS I AND II of this Agreement. Customer shall also
         provide IMS with Customer's banking institution account information
         relating to the services being provided by IMS under this Agreement,
         corporate and subsidiary logos (if applicable), style and
         specifications of printed documents (such as insurance policies), and
         policy jackets. Customer represents and warrants to IMS that it owns
         and possesses all property rights to its corporate and subsidiary logos
         and hereby grants and warrants to IMS a limited, non-transferable,
         non-assignable, license to use Customer's corporate and subsidiary
         logos (and any other copyrighted or trademarked property of Customer
         that may be provided to IMS under this Agreement) while performing the
         Insurance Administration Services on behalf of Customer. Customer
         acknowledges and agrees that delays in delivery of required
         documentation, data and/or information by Customer will result in a
         similar delay in fulfilling Insurance Administration Services, and that
         such a delay in performing the Insurance Administration Services shall
         not be deemed a breach of the Agreement.




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B.       Customer shall work and cooperate with IMS in utilizing the Systems
         Development Life Cycle (as further described in APPENDIX B) to complete
         the Rollout Plan and to accomplish any other project (related to the
         Insurance Administration Services) to be performed under this
         Agreement. Customer participation in the Systems Development Life Cycle
         shall include, but shall not be limited to, promptly reviewing and
         signing-off on all definitions and documentation prior to the
         commencement of each phase within the Systems Development Life Cycle.
         Customer agrees to provide such sign-off in writing within ten (10)
         business days of receipt of satisfactory test results from IMS.
         Customer shall perform functional and business case testing within the
         IMS Model Office environment to meet the agreed upon specifications.
         Customer will work and cooperate with IMS to jointly develop the test
         plans and business test cases to be used during the Systems Development
         Life Cycle.

C.       CUSTOMER ACKNOWLEDGES AND AGREES THAT IMS ASSUMES NO INSURANCE RISK FOR
         THE BUSINESS PROCESSED UNDER THIS AGREEMENT.

D.       Customer shall designate manager level employees of sufficient status
         and binding decision making authority to act as liaisons with IMS and
         to facilitate Customer's role as IMS performs the Insurance
         Administration Services enumerated in EXHIBITS I AND II of this
         Agreement.

ARTICLE V.        CUSTOMER ACCESS TO RECORDS / CONFIDENTIAL INFORMATION

A.       At Customer's expense, Customer will be permitted access (as set forth
         herein) to all IMS and Customer records and information (excluding,
         specifically, IMS' proprietary technical design information) reasonably
         necessary to: (i) audit the completeness and accuracy of the Insurance
         Administration Services provided under this Agreement and reports
         produced for Customer pursuant to this Agreement; (ii) verify the
         accuracy and validity of all billings and charges to Customer under
         this Agreement, including any travel and living expenses; and (iii)
         verify IMS' overall compliance with the terms of this Agreement and
         applicable laws and regulations. IMS will maintain a log of all system
         issues which affect IMS' ability to perform the terms of this
         Agreement. Customer will bear the cost of access to the above records,
         including the costs of travel, personnel, computer hardware and
         software, and data line charges.

         Access to the above records, for the foregoing purposes, will be
         provided during normal business hours upon five (5) Business Days prior
         written notice to IMS by Customer for so long as IMS is required to
         maintain such records under this Agreement; except in case of
         regulatory inquiry, in which case access will be granted within twenty
         four (24) hours of written notice to IMS.

         At Customer's expense, Customer will be permitted to copy (using a copy
         service of Customer's choice) those IMS records subject to audit in
         accordance with this Article.

         Upon five (5) days written request by Customer, and at Customer's
         expense (based on IMS' actual expense), IMS will promptly mail or fax
         to Customer supporting documentation concerning any specific
         transaction processed by IMS under the terms of this Agreement.

         IMS will provide adequate workspace as mutually agreed upon between
         Customer and IMS for Customer to conduct audits in accordance with this
         Article. Further, Customer or its representatives shall take reasonable
         precautions, when conducting audits under this Article, not to
         materially disrupt IMS' ongoing business activities. IMS shall provide
         Customer with workspace, resources (both physical and human) and
         amenities necessary to enable Customer to conduct the audit. Any
         additional costs incurred by IMS in providing the human resources
         pursuant to this paragraph A shall be borne by Customer.




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B.       The recipient ("Recipient") of confidential data and/or information
         pursuant to this Agreement shall maintain the confidentiality of all
         data and/or information which is the property of the other party
         ("Disclosing Party"), whether originally supplied by the Disclosing
         Party, or whether generated by the Disclosing Party in the course of
         performing or facilitating the Insurance Administration Services under
         this Agreement and which is directly accessible to the Recipient or is
         in the possession of Recipient in the implementation, facilitation
         and/or performance of the Insurance Administration Services. During the
         term of this Agreement, Recipient may acquire, know, or have within its
         possession, information (including, but not limited to, Technical
         Information) and/or data of the Disclosing Party concerning commercial
         and trade affairs, rating and underwriting rules and guidelines, the
         identity of clients, the identity of insureds and beneficiaries,
         claims, benefits, rates and agents, financial information, Proprietary
         System (as defined at Article VII, A herein), and business practices of
         the Disclosing Party ("Confidential Information"). Confidential
         Information which is provided in tangible form must be clearly marked
         "Confidential", "Proprietary" or the substantial equivalent thereof, or
         if orally disclosed must be clearly identified as "Confidential" or
         "Proprietary" at the time of the disclosure (except for IMS' Technical
         Information, Customer's underwriting rules and guidelines, the identity
         of Customer's clients, the identity of Customer's insureds and
         beneficiaries, claims, benefits, rates and agents, and, the following
         documents provided by Customer to IMS prior to the Effective Date of
         this Agreement: all Flex Bill documentation (including presentation,
         matrices, billing guides, `The eCoverage Report', discount flow charts,
         network diagrams, call reason code documentation, initial data mapping
         with Amis, sample hierarchy reports, initial web flow, point of sale
         specifications, and initial tiered rating spreadsheet, which will be
         deemed "Confidential Information" under this Agreement, regardless of
         whether marked as such). Except as required by law, Recipient shall
         keep Disclosing Party's Confidential Information confidential and shall
         only use the Confidential Information in performing or facilitating the
         Insurance Administration Services under this Agreement. Recipient shall
         not disclose the Confidential Information without Disclosing Party's
         prior written permission except to Recipient's employees who require
         the information to perform or facilitate the Insurance Administration
         Services under this Agreement. Each party hereto, as a Recipient,
         warrants to the other that appropriate measures shall be taken by
         Recipient to safeguard the confidentiality of the Confidential
         Information, with a level of care at least equal to the level of care
         with which Recipient safeguards its own confidential or proprietary
         information. All employees, agents or representatives of Recipient and
         any third parties who are given access to the Confidential Information
         shall be under written obligation to Recipient to maintain such
         information in confidence.

         IMS and Customer agree that Recipient shall have no obligation with
         respect to any information or data which:

         a)       is already rightfully known to Recipient through means other
                  than Disclosing Party; or
         b)       is or becomes publicly known through no wrongful act of
                  Recipient; or
         c)       is rightfully obtained by Recipient from a third-party without
                  similar restriction and without breach of this Agreement; or
         d)       is independently developed by Recipient without breach of this
                  Agreement.

         Disclosing Party shall retain title to all Confidential Information
         (whether tangible or intangible) delivered thereby pursuant to this
         Agreement. Recipient shall not copy, reproduce or use any Confidential
         Information without written authorization of Disclosing Party, except
         as may be required to accomplish the Insurance Administration Services
         under this Agreement. Recipient shall promptly return or destroy, on
         written request of Disclosing Party, all tangible copies containing
         Confidential Information, except those copies kept in the regular
         course of business, or that are required to be kept pursuant to any
         state or federal administrative, regulatory or statutory mandates. The
         obligations under this Paragraph shall survive the termination of this
         Agreement. Notwithstanding the foregoing, this Article shall not
         prevent the disclosure of Confidential Information to the extent
         legally required by any court or regulatory entity having jurisdiction
         over the parties.




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C.       For purposes of this Article V., Recipient and Disclosing Party shall
         include within their meaning all respective subsidiaries, distribution
         partners, agents, representatives, affiliates or fronting companies of
         the Recipient and Disclosing Party.

D.       The obligations of Customer and IMS under this Article V. shall
         continue and remain in effect after termination of this Agreement.

ARTICLE VI.       EXPENSES AND FEES

A.       In consideration of IMS providing Insurance Administration Services as
         described herein, Customer shall pay IMS fees and expenses as specified
         in SCHEDULE B. Except for the service fee ("Service Fee") which is
         based upon a percentage of Customer's direct written premium, the
         Miscellaneous Fees specified in Section V of SCHEDULE B hereto may be
         increased effective as of each anniversary of the Effective Date by no
         more than the percentage increase in the United States Consumer Price
         Index for all Urban Users (CPI-U) as reported by the United States
         Bureau of Labor Statistics for the most recently completed calendar
         year that IMS is performing services on behalf of the Customer.
         Further, in the event that a vendor supplying a service or product to
         IMS, which service or product is used by IMS to provide the Insurance
         Administration Services to Customer, increases its rates charged to
         IMS, or there is an increase in a statutory, regulatory or judicial
         cost, IMS may increase the Service Fee and Miscellaneous Fees set forth
         herein by no more than the amount of such increased costs and will
         provide Customer with documentation verifying the increase.

B.       Customer shall not be required to pay for any third-party products used
         by IMS in delivering its Insurance Administration Services as specified
         in EXHIBITS I AND II, unless the terms of Article VI.G apply. Customer
         shall pay for services including but not limited to third party
         information service fees and data communication line charges, for which
         Customer shall pay directly.

C.       Customer shall reimburse IMS for actual travel, living and
         out-of-pocket expenses incurred by IMS personnel, provided such
         expenses are approved in writing by Customer. Customer shall not pay
         IMS for IMS' travel time.

D.       Customer agrees to pay any and all tariffs and taxes that are now or
         may become applicable to the Insurance Administration Services rendered
         hereunder, including, but not limited to, sales, use, and personal
         property taxes, or any other form of tax based on Insurance
         Administration Services performed, equipment used by IMS solely for
         Customer, and the communicating of storage of data used by IMS solely
         for Customer, but excluding taxes on the net income of IMS.

E.       Subject to the terms of this Agreement, all fees and expenses to be
         payable by Customer to IMS or any third party (such as sub-contractors
         IMS may hire on behalf of or at the direction of Customer) under this
         Agreement shall be paid within thirty (30) calendar days after
         Customer's receipt of IMS' monthly statement for the Insurance
         Administration Services, miscellaneous services or third-party services
         provided to Customer under this Agreement. IMS will calculate fees owed
         to IMS by Customer and will send a statement to Customer within two (2)
         weeks of the last day of the month for which fees are owed. If Customer
         disputes any amount listed on a monthly statement, then Customer shall
         timely pay any undisputed amount and the parties will exercise best
         efforts to resolve any issue as to a disputed amount within five (5)
         Business Days of Customer's receipt of the monthly statement.
         Customer's failure to pay all fees and expenses when due shall be
         considered a material breach of this Agreement. IMS shall notify
         Customer of any such breach within thirty (30) days of the breach.




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F.       Prior to any renewal of this Agreement, IMS may modify SCHEDULE B in
         its discretion to reflect any increase in the cost of providing the
         Insurance Administration Services (including, but not limited to
         statutory, regulatory, or judicial changes that require IMS to incur
         additional costs or expenses in performing the Insurance Administration
         Services) or to remain competitive with the rates currently being
         charged within the industry for like services. Any modification of
         SCHEDULE B shall be proposed to Customer at least eight (8) months
         prior to the expiration of the term of this Agreement.

G.       If costs arise during the term of this Agreement that were not
         anticipated by the parties at the time this Agreement was executed,
         then payment of such costs will be resolved as follows: (a) if the work
         or reason giving rise to the unanticipated cost is only for Customer's
         benefit, then Customer will pay such costs, or (b) IMS will pay such
         costs. Such resolution for unanticipated costs or costs or fees in
         dispute will be by mutual agreement between IMS and Customer. Any such
         unresolved dispute will be subject to the terms of Article XII.

H.       Customer shall ensure that within any monthly billing period, a minimum
         of ninety percent (90%) of all new business that is processed by IMS
         materially conforming to the description of services provided in
         Exhibit I, C of this Agreement, for the Authorized Line of Business and
         Authorized State, is processed using the electronic access and without
         the manual data entry by IMS. If in any given monthly billing period,
         more than ten percent (10%) of new business for the Authorized Line of
         Business and Authorized State is not processed by IMS via the internet
         access and requires the manual data entry by IMS, then Customer shall
         retroactively pay IMS on a time and material basis (as specified in
         SCHEDULE B, Section V of this Agreement) for the manual processing of
         any new business that is in excess of the ten percent (10%) level.




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ARTICLE VII.      LICENSE, TRADE SECRET AND PROPRIETARY RIGHTS

A.       IMS from time to time may use its own proprietary computer software
         products and account servicing methods and procedures ("Proprietary
         System"), which are identified, described or referenced in Exhibits I
         and II hereto, but specifically excluding Customer Exclusive Code, as
         defined below, in the performance of the Insurance Administration
         Services. During any term of this Agreement, IMS grants a personal,
         non-transferable, non-assignable, non-exclusive license with the
         restrictions set forth below to Customer and its appointed insurance
         sales agents, representatives, or distribution partners to use portions
         of the Proprietary System as necessary for IMS to perform the Insurance
         Administration Services to be performed by IMS under this Agreement.

B.       Any modifications or enhancements to the object code of the Proprietary
         System that IMS specifically designs and develops for Customer pursuant
         to this Agreement and/or Exhibits I and II of this Agreement and during
         any term of the Agreement ("IMS/Customer Exclusive Modification") (as
         may be documented within the Systems Development Life Cycle) which are
         mutually agreed by IMS and Customer to be special modifications and
         enhancements for this Customer alone, will be specifically marked with
         the legend "IMS/Customer Exclusive Modification" and shall constitute
         the sole and exclusive property of Customer. IMS and Customer agree
         that the parties shall act in a commercially reasonable manner in
         determining whether any modification or enhancement to the Proprietary
         System is "proprietary" or "exclusive" to Customer and thus shall be
         marked as an "IMS/Customer Exclusive Modification". Notwithstanding the
         foregoing, it is hereby agreed by the parties that Flex Billing(R),
         Equity Specific Billing Forms, Reporting Hierarchy, Instant Rater,
         Point of Sale Interface, and Web Rater Interface, are IMS/Customer
         Exclusive Modifications. Further, no provision within this Agreement
         shall be interpreted as prohibiting IMS from selling or licensing its
         Proprietary System or modifications and enhancements to the Proprietary
         System (object code not specifically designed or developed for Customer
         pursuant to the terms of this Agreement and not specifically marked
         "IMS/Customer Exclusive Modification") to any other customer or
         prospective customer of IMS. IMS agrees that it will not sell to, or
         use in full or in part on behalf of, any other customer of IMS, an
         IMS/Customer Exclusive Modification.

C.       Other than the limited rights to use the Proprietary System, in Article
         VII, this Agreement grants to Customer no right to possess or
         reproduce, the Proprietary System or its specifications in any tangible
         or intangible medium. Customer may not mortgage, hypothecate, sell,
         assign, pledge, lease, transfer, license, sublicense, reverse engineer,
         modify, make derivative works of, or obtain any other interest in the
         Proprietary System, nor allow any person, firm, entity or corporation
         to transmit, copy, reproduce, download, reverse engineer, modify, make
         derivative works of, or obtain any other interest in the Proprietary
         System or its specifications in whole or in part. Customer shall not
         permit third parties to benefit from the use or functionality of the
         Proprietary system via time-sharing, service bureau, facilities
         management, or other similar arrangement. In the event Customer shall
         come into possession of any source or object code associated with the
         Proprietary System, Customer shall immediately notify IMS and return
         the source or object code associated with Proprietary System in its
         possession and all copies of any kind thereof to IMS. Customer
         acknowledges that the IMS/Customer Exclusive Modification is designed
         to work with the Proprietary System and that the IMS/Customer Exclusive
         Modifications are not functional apart from the Proprietary System, and
         that the Customer has no rights in the Proprietary System except for
         the specific license granted in this Article VII.

D.       Customer covenants and agrees not to disclose or otherwise make the
         Proprietary System available to any person other than employees,
         distribution partners, insurance sales agents or representatives of the
         Customer required to have access or use of the Proprietary System to
         facilitate IMS' or Customer's performance under this Agreement.
         Customer agrees to obligate each such employee, appointed insurance
         sales agent, distribution partner or representative to a level of care
         sufficient to protect the Proprietary System from unauthorized
         disclosure or reverse engineering.

E.       Upon termination of this Agreement, IMS shall be prohibited from
         possessing or reproducing, downloading, reverse engineering, or
         obtaining any other interest in the IMS/IAIEC. Further, upon
         termination of this Agreement, IMS shall have no right to possess or
         reproduce, the IMS/IAIEC or its specifications in any tangible or
         intangible medium. During and after the termination of this Agreement,
         except as to Customer, IMS may not mortgage, hypothecate, sell, assign,
         pledge, lease, transfer, license, sublicense, reverse engineer, modify,
         make derivative works of, or obtain any other interest in a IMS/IAIEC,
         nor allow any person, firm, entity or corporation to transmit, copy,
         reproduce, download, reverse engineer, modify, make derivative works
         of, or obtain any other interest in a IMS/IAIEC or its specifications
         in whole or in part. IMS shall not permit third parties to benefit from
         the use or functionality of a IMS/IAIEC via time-sharing, service
         bureau, facilities management, or other similar arrangement. After the
         termination of this Agreement, in the event IMS shall come into
         possession of any source or object code associated with a IMS/IAIEC,
         IMS shall immediately notify Customer and return the source or object
         code associated with IMS/IAIEC in its possession and all copies of any
         kind thereof to Customer.

F.       IMS covenants and agrees not to disclose or otherwise make a IMS/IAIEC
         available to any person other than employees, distribution partners,
         agents or representatives of IMS required to have access or use of a
         IMS/IAIEC to facilitate IMS' or Customer's performance under this
         Agreement. IMS agrees to obligate each such employee, agent,
         distribution partner or representative to a level of care sufficient to
         protect a IMS/IAIEC from unauthorized disclosure or reverse
         engineering.

G.       IMS will notify Customer in writing at least five (5) days prior to the
         implementation of any and all modifications IMS proposes to make to the
         IMS Proprietary System that may affect Customer's business and IMS's
         performance of IMS duties and services under this Agreement.

H.       Any global changes or enhancements made by IMS to the Proprietary
         System will be used by IMS in connection with providing the Insurance
         Administration Services hereunder.

I.       The obligations of the parties under this Article shall continue and
         remain in effect after this Agreement is terminated for any reason.


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ARTICLE VIII.     TERMINATION

A.       Either party may terminate this Agreement at the end of the Minimum
         Operating Term, provided the terminating party gives the other party at
         least six (6) months prior written notice of such termination.

B.       This Agreement shall also terminate:

         a)       at the election of the Customer, upon written notice to IMS,
                  if IMS becomes insolvent, if it makes an assignment for the
                  benefit of its creditors, if a petition for relief under the
                  Bankruptcy Act is filed by or against it and it is not
                  dismissed within thirty (30) days of being filed, or if a
                  trustee, receiver or other custodian of its assets is
                  appointed;

         b)       at the election of IMS, upon written notice to Customer, if
                  Customer becomes insolvent, if it makes an assignment for the
                  benefit of its creditors, if a petition for relief under the
                  Bankruptcy Act is filed by or against it and it is not
                  dismissed within thirty (30) days of being filed, or if a
                  trustee, receiver or other custodian of its assets is
                  appointed; including, but not limited to, any proceeding
                  pursuant to any state or federal action governing insurer
                  insolvency.

         c)       at the election of the Customer, if IMS materially breaches
                  any provision of this Agreement and fails to cure such breach
                  within sixty (60) days after written notice thereof is given
                  to IMS by the Customer;

         d)       at the election of Customer, if IMS materially breaches any
                  provision of this Agreement (except the provisions of SCHEDULE
                  D), with or without curing the breach, more than ten (10)
                  times in any three (3) month period.




                                       9
<PAGE>   10

         e)       at the election of IMS, if Customer materially breaches any
                  provision of this Agreement and fails to cure such breach
                  within sixty (60) days after written notice thereof is given
                  to Customer by IMS (except for Customer's failure to pay any
                  and all fees and expenses due under Article VI of this
                  Agreement, in which case Customer must cure such breach within
                  thirty (30) days after written notice thereof is given to
                  Customer by IMS);

         f)       at the election of the Customer, upon written notice to IMS,
                  in the event of a Change of Control of IMS, unless (i) IMS has
                  provided Customer not less than sixty (60) days advance
                  written notice of the proposed Change of Control and

         g)       at the election of IMS, upon written notice to Customer, in
                  the event of a Change of Control of Customer unless (i)
                  Customer has provided IMS not less than sixty (60) days
                  advance written notice of the proposed Change of Control.

C.       The initiation under this Agreement of any dispute resolution procedure
         shall not prevent a party from terminating this Agreement in accordance
         with this Article VIII.

D.       On expiration or termination of this Agreement, IMS shall return to
         Customer all of Customer's information including its policy forms,
         manuals, instructional memos, procedural memos, reports, and any and
         all other customer information requested either in electronic or hard
         copy form, in IMS' possession and delete any electronic copies thereof
         related to the Insurance Administration Services provided by IMS during
         the term of this Agreement; Customer shall do the same and cause
         Customer's agents to do the same relative to IMS' information. Customer
         shall pay IMS (in accordance with Schedule B then in effect) any and
         all Service Fees, Miscellaneous Fees and third party fees due IMS for
         Insurance Administration Services performed prior to the termination
         date of this Agreement. IMS and Customer shall cooperate in any
         transition period during the wind-up of Insurance Administration
         Services provided Customer under this Agreement. If Customer requires
         assistance in converting Customer's data to a new format, or requires
         assistance from IMS relative to Customer's transition to an alternative
         processing arrangement, then IMS shall provide such services at the
         then current rates charged by IMS for the services specified in Section
         V. 1 of Schedule B. (except in the case where IMS is finally
         adjudicated by a court or Arbitration Board as being in material breach
         of this Agreement (and such breach is not timely cured) and Customer
         terminates this Agreement for such material breach, then IMS will
         provide such data conversion services at IMS' sole expense). This
         provision shall survive any termination of this Agreement.

ARTICLE IX.       WARRANTIES AND COVENANTS

IMS covenants that: (a) all Insurance Administration Services shall materially
conform to the descriptions set forth in EXHIBITS I AND II of this Agreement;
(b) all Insurance Administration Services shall be performed in a good and
workmanlike manner; and (c) IMS will comply in all material respects with the
law of the state or states covered by this Agreement and with the rules and
regulations of all regulatory authorities having jurisdiction over IMS'
activities, and shall, whenever necessary, maintain at its own expense all
required licenses to transact business in such states. IMS warrants to Customer
that (a) IMS owns or otherwise has the right to use the Proprietary System used
to perform the Insurance Administration Services, and the rights to such
Proprietary System granted hereunder will not knowingly infringe upon a third
party's copyright or patent rights; (b) IMS is duly authorized to transact the
business of servicing insurance companies; and (c) the express warranties
provided here and elsewhere in this Agreement are IMS' only warranties and no
other warranty, express or implied, including any warranty of merchantability,
fitness or fitness for a particular purpose, will apply to the provision of
Insurance Administration Services under this Agreement.




                                       10
<PAGE>   11

ARTICLE X.        LIABILITY, LIMIT OF LIABILITY, INDEMNITIES AND REMEDIES

A.       The parties shall assume the following obligations and liabilities as
         specified below and subject to the limitations on liability set forth
         in Paragraph B below:

         (a)      IMS shall indemnify, defend and hold harmless Customer, its
                  officers, directors, employees and controlling persons from
                  any liability, cost, loss, fine, penalty, claim, demand,
                  damage or expense, including reasonable attorneys' fees,
                  incurred solely and directly as a result of any material
                  breach of IMS' obligations under this Agreement or the
                  material breach of any representation or warranty made by IMS
                  to Customer pursuant hereto;

         (b)      Customer shall indemnify, defend and hold harmless IMS, its
                  officers, directors, employees and controlling persons from
                  any liability, cost, loss, fine, penalty, claim, demand,
                  damage or expense, including reasonable attorney's fees,
                  incurred solely and directly as a result of any material
                  breach of Customer's obligations under this Agreement or the
                  material breach of any representation or warranty made by
                  Customer to IMS pursuant hereto.

         (c)      Customer agrees to, and shall cause its affiliates,
                  subsidiaries, agents and fronting companies, jointly and
                  severally, to indemnify, defend and hold harmless IMS, its
                  officers, directors, employees, agents, representatives, and
                  controlled and controlling persons (collectively "IMS") from
                  and against any and all liabilities, losses, damages, demands,
                  claims, suits, actions, causes of action, proceedings,
                  assessments, judgments, awards, penalties, settlements, fees,
                  costs and/or expenses of any kind or nature whatsoever
                  asserted against, resulting to, imposed upon or incurred by
                  IMS or any of IMS' Affiliates, directly or indirectly, by
                  reason of, arising out of, relating to or resulting from any
                  agreement, obligation or relationship, contractual or
                  otherwise, that Customer has or ever had with Inspire
                  Insurance Solutions, or any of its affiliates or subsidiaries.

B.       Except for: (i) Service Fee and other amounts owed to IMS by Customer
         in consideration of IMS providing the Insurance Administration
         Services, miscellaneous services or third party services hereunder;
         (ii) acts of fraud, or willful misconduct; (iii) penalties payable by
         IMS under Article XIII of this Agreement, and (iv) violations of
         Article VII of this Agreement, each party's maximum liability ("Maximum
         Liability") to the other party for any cause whatsoever, during any one
         calendar year (including, but not limited to, amounts payable to either
         party by the other for regulatory fines, settlements and penalties)
         shall be limited to direct damages incurred by that party. In no event
         shall IMS' or Customer's liability for breach of this Agreement or any
         of its provisions exceed the amount of compensation paid by Customer
         under Schedule B of this Agreement for the three months immediately
         preceding the breach. Neither party shall be liable for any lost
         profits, business goodwill, or other consequential, punitive, special
         or incidental damages incurred by the other.

C.       If data is processed in error due to an error or defect in the
         Insurance Administration Services provided by IMS, then upon IMS
         receiving notice of such error or defect, IMS shall reprocess such data
         without charge to Customer and will assume resulting liability
         therefrom subject to the provision of Article X, paragraph B.

D.       In the event of any IMS Proprietary System error or omission which
         materially affects IMS' ability to perform the Insurance Administration
         Services under this Agreement, IMS will correct same at no cost to
         Customer.

E.       All parties agree to promptly give the others notice upon being
         notified or becoming aware of any and all allegations or claims, which
         could give rise to a claim under this Article.




                                       11
<PAGE>   12

F.       Notwithstanding any other provision of this Agreement, Customer shall
         be liable to IMS for all damages resulting from a breach of Customer's
         obligations under Article VII.C.

ARTICLE XI.       GENERAL AGREEMENTS

A.       This Agreement and all matters arising hereunder shall be governed by
         and determined in accordance with the laws of the State of Texas
         without giving effect to any choice of law provisions, except for
         matters arising out of or pertaining to IMS' proprietary software
         systems, which shall be governed by and determined in accordance with
         the laws of the State of Florida.

B.       The parties shall not be liable or deemed to be in default hereunder
         for any delay or failure in performance under this Agreement or
         interruption of the Insurance Administration Services resulting,
         directly or indirectly, from acts of God (including but not limited to
         weather catastrophes such as floods, hurricanes, tornadoes, windstorms,
         ice storms, blizzards and hail storms), civil or military authority,
         labor disputes, shortages of suitable parts, materials, labor or
         transportation or any similar cause beyond the reasonable control of
         the parties. IMS acknowledges that it has a detailed emergency recovery
         plan for interruption of the Insurance Administration Services and has
         contracted with an emergency "Hot Site". IMS shall follow its recovery
         plan, which provides recovery priority to "Production Customers" and is
         designed to re-establish the Insurance Administration Services
         following a disaster causing an interruption thereof. IMS acknowledges
         that Customer is a Production Customer. Customer acknowledges that the
         Hot Site is only a temporary bridge and that there may be a diminution
         in the performance levels of the Insurance Administration Services (but
         IMS will make a good faith effort, under the circumstances, to meet
         IMS' goal of re-establishing, at a minimum, quoting, rating and policy
         issuance services for Production Customers within 72 hours of a
         disaster) until the main data center capabilities are re-established.
         IMS will maintain and update its recovery plan and will conduct annual
         testing of its recovery plan. IMS will provide the results of such
         annual testing to Customer within ten (10) days of receipt of such
         results.

C.       Customer and IMS agree that, during the term of this Agreement and for
         a period of six (6) months following the termination of this Agreement,
         neither party will directly or indirectly induce any employee of the
         other to terminate his or her employment with the other party, nor will
         either party, without prior written consent of the other, offer
         employment to any employee of the other party or to former employees of
         the other party during the six (6) month period immediately following
         such employee's termination. This Paragraph C. shall survive
         termination of this Agreement. The provisions of this paragraph apply
         to each party's respective subsidiaries, agents, affiliates and other
         related entities.

D.       Any and all notices, designations, consents, offers, acceptances, or
         any other communication provided for herein shall be given in writing
         by hand delivery, by overnight carrier, by registered or certified mail
         or by facsimile transmission and shall be addressed as follows:

                  As to Customer:           Instant Insurance Holdings, Inc.
                                            8113 Ridgepoint Drive, Suite 214
                                            Irving, Texas 75063
                  Fax Number:               214-496-3633
                  Attention:                President

                  As to IMS:                Insurance Management Solutions, Inc.
                                            360 Central Avenue, 16th Floor
                                            St. Petersburg, FL 33701
                  Fax Number:               (727) 823-6518
                  Attention:                President




                                       12
<PAGE>   13

         Notices sent by hand delivery shall be deemed effective on the date of
         actual hand delivery. Notices sent by overnight carrier shall be deemed
         effective on the next Business Day after being placed into the hands of
         the overnight carrier. Notices sent by registered or certified mail
         shall be deemed effective on the fifth Business Day after being
         deposited into the post office. Notices sent by facsimile transmission
         shall be deemed to be effective on the day when sent if sent prior to
         4:30 p.m. (the time being determined by the time zone of the
         recipient), otherwise they shall be deemed effective on the next
         Business Day.

E.       This Agreement, and the exhibits, schedules and addenda attached
         hereto, supercedes all of the prior oral and/or previously written
         agreements, representations, and arrangements between the parties
         hereto. There are no representations or warranties other than those set
         forth herein. No change or modification of this Agreement, including
         the exhibits, schedules and addenda hereto, shall be valid unless the
         same shall be in writing and signed by all of the parties hereto. All
         schedules, addendum of any kind, or attachments to this Agreement shall
         be made a part of this Agreement and shall be subject to all terms and
         conditions of this Agreement. Articles V (B), VII, XI (C) shall survive
         any termination of this Agreement.

F.       Words of a gender used in this Agreement shall be held to include any
         other gender, the words in a singular number held to include the
         plural, when the sentence so requires. Article headings are intended
         for purposes of description only and shall not be used for purposes of
         interpretation of this Agreement.

G.       Should any part of this Agreement for any reason be declared invalid,
         such decision shall not effect the validity of any remaining portion,
         which remaining portion shall remain in full force and effect as if the
         Agreement had been executed with the invalid portion thereof
         eliminated. It is, therefore, declared the intention of the parties
         hereto that each of them will have executed the remaining portion of
         this Agreement without including therein any such part, parts or
         portion which may, for any reason, be hereafter declared void.

H.       If either party should bring a Court action alleging breach of this
         Agreement or seeking to enforce, rescind, renounce, declare, void or
         terminate this Agreement or any provisions thereof, the prevailing
         party shall be entitled to recover all of its legal expenses, including
         reasonable attorneys' fees and costs (including legal expenses for any
         appeals taken), and to have the same awarded as part of the judgment in
         the proceeding in which such legal expenses and attorneys' fees were
         incurred.

I.       Neither IMS nor Customer shall assign this Agreement or any of its
         rights hereunder without the prior written consent of the non-assigning
         party.

J.       The parties agree not to disclose the terms and conditions of this
         Agreement to any third party, except (i) as required in the normal
         conduct of Customer's business, or (ii) as required by law or
         regulation including, without limitation, any Federal securities law,
         or regulation.

K.       Neither Customer nor IMS will make or cause to be made any announcement
         or communication ("Press Release") regarding Customer's transition from
         doing business with INSpire Insurance Solutions, Inc. ("INSpire") to
         doing business with IMS, or regarding that Customer has ceased doing
         business with INSpire. The terms of this Article XI, paragraph K shall
         not prohibit either party from issuing a mutually agreed upon Press
         Release regarding any initiatives undertaken between Customer and IMS
         or any development in the business relationship between Customer and
         IMS which occur or are planned to occur after the Effective Date of
         this Agreement.

ARTICLE XII.      DISPUTE RESOLUTION PROCEDURES

A.       The parties will attempt in good faith to promptly resolve any dispute
         arising under this Agreement by negotiations between senior management
         ("Senior Management") of the parties. Senior Management of each party
         will meet within ten (10) calendar days of notice ("Notice of Dispute")
         by a party of the existence of a dispute, at a mutually agreed time and
         place, to resolve the




                                       13
<PAGE>   14

         dispute. Notwithstanding any provisions in this Agreement pertaining to
         IMS' rights to cure any service standard deficiencies or Customer's
         rights pursuant to Schedule B.VI, Senior Management, who shall have the
         authority to settle the dispute, shall prepare and exchange memoranda
         stating the issues in the material dispute and their positions. If the
         material dispute is not resolved to the mutual satisfaction of the
         parties within seven (7) calendar days of the meeting of Senior
         Management, then the parties may attempt to resolve the controversy
         using mediation.

B.       If the matter has not been resolved pursuant to the aforesaid mediation
         procedure within thirty (30) calendar days of the issuance of a party
         of a Notice of Dispute, or if either party will not participate in
         mediation, then either party may initiate arbitration upon fifteen (15)
         calendar days written notice to the other party. Notwithstanding the
         foregoing, all deadlines specified above may be extended upon mutual
         written agreement of the parties.

C.       Except for the right of either party to apply to a court of competent
         jurisdiction for review of the award of arbitration, for a temporary
         restraining order, preliminary injunction or other equitable relief to
         preserve the status quo, or disputes relating to breach of the
         confidentiality, non-disclosure or trade secret provisions of this
         Agreement, all claims, disputes, controversies and other matters
         relating to breach of this Agreement, and which cannot be resolved by
         the parties shall be settled by arbitration in accordance with this
         Agreement.

D.       Notice requesting arbitration ("Arbitration Notice"), or any other
         notice made in connection therewith, shall be made in writing by one
         party and sent by certified mail, return receipt requested, to the
         other party. The Arbitration Notice shall state in particular all
         issues to be resolved in the view of the complaining party, shall
         appoint the arbitrator selected by the complaining party and shall set
         a tentative date for the hearing, which date shall be no sooner than
         forty-five (45) calendar days and no later than ninety (90) calendar
         days from the date that the Arbitration Notice is mailed. Within twenty
         (20) calendar days of receipt of the complaining party's Arbitration
         Notice, the respondent shall notify the complaining party of the
         location for conducting arbitration and the name of its appointed
         arbitrator. When the two arbitrators have been appointed, they shall
         agree on a third independent arbitrator and shall appoint such person
         by written notice to the parties signed by both arbitrators within
         thirty (30) calendar days from the date of the appointment of the
         second arbitrator. If the two arbitrators fail to agree upon the
         appointment of an independent arbitrator at the end of thirty (30)
         calendar days following the appointment of the second arbitrator, then
         the independent arbitrator shall be appointed by the American
         Arbitration Association ("AAA"), or its successor, in accordance with
         its then prevailing commercial arbitration rules then in effect. The
         three (3) arbitrators shall constitute the Arbitration Board ("Board").

E.       The members of the Board shall be active or retired (i) lawyers or
         professionals familiar with insurance and/or (ii) active or former
         officers or management employees of insurance and/or data processing
         firms and/or software development companies. The person selected by the
         two respective arbitrators appointed by the parties shall be the umpire
         or chief arbitrator and must be a licensed attorney.

F.       Arbitration shall be conducted in accordance with the Commercial Rules
         of the American Arbitration Association ("AAA") then in effect except
         as modified herein.

G.       The parties agree that all then current employees of each with material
         relevant information will be voluntarily produced, at the employer's
         expense, for all proper discovery and arbitration hearings.

H.       The cost of the arbitration relative to the arbitrators and the AAA
         ("Costs") shall be borne equally pending the arbitrators' award. Each
         party shall bear its own expenses for attorneys' fees. The prevailing
         party in any arbitration proceeding hereunder shall be entitled, in
         addition to such other relief as may be granted, to recover the portion
         of the Costs incurred by that party in connection with arbitration
         under the Agreement prior to the award.




                                       14
<PAGE>   15

I.       The parties agree that the arbitrators shall be required to render
         their decision in writing within thirty (30) calendar days of the
         conclusion of the arbitration proceedings, unless such time shall be
         extended by mutual written agreement of the parties.

J.       With respect to any matter brought before the Board, the Board shall
         make a decision having regard to the intentions of the parties, the
         terms of this Agreement, and custom and usage of the insurance and data
         processing industry. Such decisions shall be in writing and shall state
         the findings of fact and conclusions of law upon which the decision is
         based, provided that such decision may not (i) award consequential,
         punitive, special, incidental or exemplary damages, or (ii) include a
         suspension of this Agreement or any provisions hereof. The decision
         shall be based exclusively upon the evidence presented by the parties
         at a hearing in which evidence shall be allowed. Said decisions may be
         reviewable and vacated, modified or corrected, in whole or in part, by
         appropriate courts of competent jurisdiction for clear abuses of
         discretion or errors at law by the Board. If the decision is not
         vacated, modified, or corrected in whole or in part upon an appeal,
         such decision shall be final and binding upon all parties to the
         proceeding and may be entered by either party in any court having
         competent jurisdiction.

ARTICLE XIII.     ADDITIONAL AUTHORIZED STATES, AUTHORIZED LINES OF BUSINESS,
                  AND SYSTEM ENHANCEMENT PROJECTS

A.       If Customer requests that IMS initiate a project (related to the
         Insurance Administration Services) that will require IMS to materially
         deviate its systems from the system functionality currently in use by
         IMS ("System Enhancement Project"), IMS will provide Customer, on a
         timely basis, with an estimate of the time and costs required to
         complete such System Enhancement Project along with a detailed
         description and project plan of the change(s) requested as defined in
         Appendix B. Such estimate of time and cost will be subject to review
         and approval by Customer. IMS will not initiate the requested project
         until there is mutual agreement between Customer and IMS as to the
         estimated completion date, cost required and project plan. Upon written
         agreement between Customer and IMS regarding the detailed description
         of the project, the project plan and the estimated completion date
         ("Project Completion Date") of the System Enhancement Project, IMS will
         begin work on the project.

B.       In the event that a non-conformity exists after implementation of a
         modification or enhancement, IMS will allocate not less than fifteen
         percent of the total hours expended to correct the non-conformity at no
         cost to Customer. Customer will pay IMS for all additional work
         performed by IMS, in excess of the fifteen percent of the total hours
         expended to correct the non-conformity, at the applicable current rates
         in Section V.2. of Schedule B.

         IN WITNESS WHEREOF, the parties hereto by their respective duly
authorized representatives have executed this Agreement to be effective as of
the 30th day of June, 2000.

"IMS":                                        "Customer":

INSURANCE MANAGEMENT SOLUTIONS, INC.          INSTANT INSURANCE HOLDINGS, INC.


By: /s/ Chris Breakiron                       By: /s/ B. G. Porter
    --------------------------------              ------------------------------
        Chris Breakiron                               B. G. Porter

As its:            CFO                        As its:       President/CEO
        ----------------------------                  --------------------------


Date:            7/3/00                       Date:           6/30/00
      ------------------------------                ----------------------------




                                       15
<PAGE>   16


                                   SCHEDULE A

                    AUTHORIZED STATES AND INSURANCE PROGRAM


IMS shall provide Insurance Administration Services as described in EXHIBITS I
AND II for the following authorized line(s) of business ("Authorized Line of
Business") in the following authorized state(s) ("Authorized States") for the
following authorized companies ("Authorized Companies"):

1.       AUTHORIZED LINE OF BUSINESS: PERSONAL AUTOMOBILE

2.       AUTHORIZED STATES: THE UNITED STATES

3.       AUTHORIZED COMPANIES: INSTANT AUTO INSURANCE COMPANY

4.       IMS SERVICES CENTERS:

         IMS shall provide the Insurance Administration Services defined above
         primarily at IMS' St. Petersburg/Tampa, Florida Service Center
         location or, for data processing services only, at IMS' Bozeman,
         Montana Service Center, or with Customer's prior written approval,
         which shall not be unreasonably withheld, at another comparable IMS
         Service Center.

         The addition of any line of business, state or company not currently
         named in this Schedule A will require written agreement between
         Customer and IMS specifying the additional services to be provided by
         IMS and the corresponding Service Fees to be paid by Customer.




                                       1
<PAGE>   17

                                   SCHEDULE B

                                  FEE SCHEDULE

SECTION I         IMPLEMENTATION SERVICE CHARGES

A.       Initial Implementation

         Customer shall pay IMS an "Implementation Charge" equal to $___*___
         in consideration of IMS implementing the Insurance Administration
         Services to be performed under this Agreement for the first five
         states (Colorado, Texas, Arizona, New Mexico and Indiana). All data
         center charges associated with implementing the base system are
         included in the Implementation Charge.

         Customer will pay this Implementation Charge as follows:

o        $___*___ due upon execution of the Agreement

o        $___*___ balance due after the first month of live production.

B.       Additional State Implementation

         After the first five states are implemented, Customer shall provide a
         minimum of six months prior written notice of its intended Rollout
         Plan for any given year. The implementation fee for each additional
         state will be $___*___, assuming the new state has materially
         similar and like function to the states previously implemented. Once
         business requirements are agreed to by Customer based on the Systems
         Development Life Cycle contained in Appendix B, IMS will complete the
         new state implementation within sixty days.

         New state requirements that do not have materially similar and like
         function, will be collaboratively defined. For states that have not
         been previously implemented with materially similar or like function,
         the cost to implement will be estimated and the time frame required to
         implement that state will be mutually agreed upon by Customer and IMS
         pursuant to Article XIII. prior to starting the implementation
         process.


*  Indicates that material has been omitted and confidential treatment has been
   requested therefor. All such omitted material has been filed separately with
   the SEC pursuant to Rule 24b-2.

                                       1
<PAGE>   18

C.       System Development Estimates

         In addition to the Implementation Charge and state implementation fees
         delineated above, IMS will bill Customer monthly on a time and
         materials basis for the development work associated with the items in
         the following table. The total billed for each individual item will not
         exceed the Estimated Time and Materials total. Customer may withhold
         payment of an amount equal to ___*___ of the fees set out below until
         completion of the items listed below. Upon satisfactory completion by
         IMS of the items listed below, Customer shall tender to IMS the amount
         withheld pursuant to this paragraph within thirty (30) days of written
         notice from IMS of completion and written acceptance of such completion
         by Customer.

<TABLE>
<CAPTION>

        ------------------------------------------------------- ------------------------------------
                                TASK                             ESTIMATED TIME AND MATERIALS TOTAL
        ------------------------------------------------------- ------------------------------------
         <S>                                                     <C>
                            Instant Rater**                                             $___*___
        ------------------------------------------------------- ------------------------------------
                  Data Warehouse Mapping Assistance**                                   $___*___
        ------------------------------------------------------- ------------------------------------
                      Flex Billing(R) development                                       $___*___
        ------------------------------------------------------- ------------------------------------
                  Non-Ace Distribution Partner Fee's                                    $___*___
        ------------------------------------------------------- ------------------------------------
           Interface to Choicepoint Allowing Motor Vehicle                               ___*___
           Record (MVR), Claim Loss Underwriting Experience
                  (CLUE) and Credit Score Reporting
        ------------------------------------------------------- ------------------------------------
        Reporting Based on Customer's Additional (Customized)                           $___*___
        Levels of Market, Distribution Type, and Distribution
                               Location
        ------------------------------------------------------- ------------------------------------
                            Tiered Rating**                                             $___*___
        ------------------------------------------------------- ------------------------------------
                                      TOTAL IMPLEMENTATION FEE                          $___*___
        ------------------------------------------------------- ------------------------------------
</TABLE>

        **Subject to revision, until the business requirements for this project
         are completed and approved by Customer.

D.       Upon execution of this Agreement, the fees billed to Customer pursuant
         to the Letter of Under-standing between the parties dated January 11,
         2000, shall be subtracted from the Total Implementation Fee described
         in Section I,C. of Schedule B above.

SECTION II        DEFINITIONS

The following words will have the following meanings:

1.       "Adjusted Net Direct Written Premium" ("NDWP") shall equal the gross
         amount of direct written premium (including increases thereto
         resulting from endorsements and premium audits) processed by IMS for
         the Authorized Line of Business, in a month, less the amount of
         reductions due to cancellations, endorsements and premium audits in
         such month for such Authorized Line of Business.

2.       "Total NDWP" will mean the sum total of Customer's monthly NDWP for
         the Authorized Line of Business, for the current month and prior
         eleven (11) months.

3.       "Charge Size" will mean the appropriate vertical column in the Policy
         Administration Service Fee Schedule, for each Authorized Line of
         Business, to be determined by the Customer's Total NDWP for that
         particular Authorized Line of Business.

4.       "Charge Factor" will mean the appropriate percentage of premium to be
         paid to IMS, for Insurance Administration Services rendered for a
         particular Authorized Line of Business, based upon the Charge Size and
         the Monthly Average Policy Premium for that particular Authorized Line
         of Business.



*  Indicates that material has been omitted and confidential treatment has been
   requested therefor. All such omitted material has been filed separately with
   the SEC pursuant to Rule 24b-2.

                                       2
<PAGE>   19

5.       "Monthly Average Policy Premium" will mean the appropriate horizontal
         row in the Policy Administration Service Fee Schedule below, for the
         Authorized Line of Business, to be determined by dividing the sum of
         the NDWP processed by IMS in a given month for the Authorized Line of
         Business by the number of new and renewal policies processed in such
         month for the Authorized Line of Business.

SECTION III       POLICY ADMINISTRATION - SERVICE FEE SCHEDULE

Customer shall pay IMS a monthly servicing fee ("Service Fee"), for all
Insurance Administration Services rendered by IMS pursuant to this Agreement.
The Service Fees will be calculated as follows:

1.       The appropriate Charge Size for the Authorized Line of Business, for
         each month will be identified.

2.       The Monthly Average Policy Premium will be calculated and the
         corresponding Charge Factor in the Charge Size Column, for the
         Authorized Line of Business, will be identified.

3.       Each Service Fee, for the Authorized Line of Business, will equal the
         sum of the products resulting from multiplying the Charge Factor in
         the Policy Administration Service Fee Schedule (at the intersection of
         the Monthly Average Policy Premium row and the Charge Size column)
         times the NDWP processed by IMS for the month for the Authorized Line
         of Business.

4.       Charge Factor Table

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------
                                          PERSONAL AUTOMOBILE
                               POLICY ADMINISTRATION SERVICE FEE SCHEDULE
-----------------------------------------------------------------------------------------------------------

                                   Charge Size (Based on Total NDWP)
---------- ------------------ ----------------- ------------------- -------------------- ------------------
Monthly
Average       ___*___              ___*___           ___*___             ___*___              ___*___
Policy        ___*___              ___*___           ___*___             ___*___              ___*___
Premium       ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
<S>        <C>                <C>               <C>                 <C>                 <C>

$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
</TABLE>

Any reduction in the applicable Charge Factor, resulting from the attainment of
a certain level of Total NDWP production level as specified above, shall only
be applicable to business processed by IMS after Customers' Total NDWP
production reaches that certain specified level.


*  Indicates that material has been omitted and confidential treatment has been
   requested therefor. All such omitted material has been filed separately with
   the SEC pursuant to Rule 24b-2.

                                       3
<PAGE>   20

Upon IMS' compliance with implementation and development duties and
responsibilities hereunder, IMS will require Customer to achieve a minimum NDWP
of $___*___ to be processed on IMS' system within the first twelve calendar
months following implementation. If Customer does not achieve this minimum,
Customer will pay IMS, in addition to the actual service fee, the difference
between the service fee on $___*___ and the actual service fee paid.

SECTION IV        HYPOTHETICAL MONTHLY SERVICE FEE

For illustrative purposes only, if in a given month, Customer writes $___*___ in
NDWP and has a Total NDWP of $___*___ with an Average Policy Premium of
$___*___. The charge factor of ___*___ would apply and the service fee for that
month would be $___*___ x ___*___ or $___*___.

SECTION V         MISCELLANEOUS FEES

Those fees not otherwise billed under this Agreement will be billed as follows:

1.       System modifications, enhancements, interfaces to Customer or other
         third-parties systems will be performed on a time and materials basis
         @ $___*___ per person, per hour, subject to an annual adjustment based
         on Article VI.A of this Agreement.

2.       Data Conversion from existing Customer system to IMS system, or from
         IMS system to an alternative processing arrangement, will be performed
         on a time and materials basis at the rate of $___*___ per person, per
         hour, subject to an annual adjustment based on Article VI.A of this
         Agreement.

3.       Third-party information services used to provide the Insurance
         Administration Services will be a pass-through expense to Customer.

4.       Data communication line charges (used by IMS solely for Customer) will
         be a pass through expense to Customer.

5.       Credit card processing fees will be a pass through expense to
         Customer.

6.       IMS will provide data entry services, pursuant to Article VI.H of this
         Agreement, at IMS's servicing office at the time and materials rate of
         $___*___ per person, per hour, subject to annual adjustment based on
         Article VI.A of this Agreement.

7.       The cost for Customer's existing or future output envelopes that
         differ from the standard output envelopes used by IMS, will be paid
         directly by Customer.

8.       During the initial implementation phase, IMS will provide three days
         of training at Customer's office free of charge using the "train the
         trainer" approach. After the initial implementation, training and
         education for sales agents will be provided at a rate of $___*___ per
         day plus reasonable travel and living expenses.

9.       Actual travel, and out of pocket living expenses incurred by IMS
         during the Implementation Period shall be paid in accordance with the
         terms of Article VI.C.


SECTION VI        OPTION FOR CUSTOMER TO TAKE CUSTOMER SERVICE IN-HOUSE

IMS shall perform the Customer Service functions described in Exhibit I,
Section E and Customer shall pay IMS for those services pursuant to the terms
of Schedule B. IMS and Customer shall jointly create audit criterion and
performance standards ("Criterion") for measuring IMS' Customer Service
performance. Customer may conduct monthly audits to determine whether IMS'
performance meets the established Criterion. In the event IMS' Customer Service
performance does not meet the Criterion, Customer may perform the Customer
Service functions described in Exhibit I, Section E at Customer's expense.



*  Indicates that material has been omitted and confidential treatment has been
   requested therefor. All such omitted material has been filed separately with
   the SEC pursuant to Rule 24b-2.

                                       4
<PAGE>   21

Customer must give IMS thirty (30) business days notice of its intent to
perform the Customer Service functions and at the end of that thirty (30) day
period ("transition period"), the Policy Administration Service Fees in
Schedule B, Section III will be replaced with the Service Fees described in the
table below and IMS will no longer provide the services identified in Exhibit
I, Section E.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                               PERSONAL AUTOMOBILE
-------------------------------------------------------------------------------------------------------------------
                                    POLICY ADMINISTRATION SERVICE FEE SCHEDULE
-------------------------------------------------------------------------------------------------------------------
                                           (EXCLUDING CUSTOMER SERVICE)
-------------------------------------------------------------------------------------------------------------------

                                   Charge Size (Based on Total NDWP)
---------- ------------------ ----------------- ------------------- -------------------- --------------------
Monthly
Average       ___*___              ___*___           ___*___             ___*___              ___*___
Policy        ___*___              ___*___           ___*___             ___*___              ___*___
Premium       ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
<S>        <C>                <C>               <C>                 <C>                 <C>
$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
$___*___      ___*___              ___*___           ___*___             ___*___              ___*___
---------- ------------------ ----------------- ------------------- ------------------- -------------------
</TABLE>

Customer will pay IMS for any work performed during the transition period at
the then current rates set forth in Section V.2. of Schedule B.



*  Indicates that material has been omitted and confidential treatment has been
   requested therefor. All such omitted material has been filed separately with
   the SEC pursuant to Rule 24b-2.

                                       5
<PAGE>   22

SECTION VII       CLAIM ADMINISTRATION SERVICES FEES

1.       IMS will provide Claim Administrative Services described herein and
         charge Customer based on features. The following is the "flat rate"
         charge by coverage feature:

             ---------------------------------------------- ------------
                                Feature                       Charge
             ---------------------------------------------- ------------
             Bodily Injury                                    $___*___
             ---------------------------------------------- ------------
             Personal Injury Protection                       $___*___
             ---------------------------------------------- ------------
             Uninsured/Underinsured Motorist Bodily Injury    $___*___
             ---------------------------------------------- ------------
             Property Damage                                  $___*___
             ---------------------------------------------- ------------
             Collision and Uninsured/Underinsured             $___*___
             Motorist Property Damage
             ---------------------------------------------- ------------
             Comprehensive                                    $___*___
             ---------------------------------------------- ------------
             Towing and Labor Only                            $___*___
             ---------------------------------------------- ------------
             Rental                                           $___*___
             ---------------------------------------------- ------------
             Record Only                                      $___*___
             ---------------------------------------------- ------------
             Medical Payments                                 $___*___
             ---------------------------------------------- ------------
             Safety Equipment                                 $___*___
             ---------------------------------------------- ------------
             Deductible Coverage                              $___*___
             ---------------------------------------------- ------------

         The fees payable for each feature are payable in three equal payments
         as follows: initial payment due upon opening the feature, second
         payment due thirty (30) days after opening feature and third, final
         payment due within sixty (60) days of opening feature. In the event
         Customer requests that IMS provide Claim Administration Services for a
         feature(s) not specified above, Customer and IMS will negotiate IMS'
         charge for handling the feature.


2.       Customer will pay IMS $___*___ per claim file for Claim Administration
         Services performed on claims where IMS performs an investigation, but
         is unable to establish a feature in the claim system.

3.       Customer will pay IMS the greater of $___*___ or ___*___ of the net
         salvage (including owner retained) recovery obtained by IMS on
         Customer's behalf.

4.       Customer will pay IMS ___*___ of the net subrogation recovery obtained
         by IMS on Customer's behalf.

5.       Customer will pay IMS $___*___ per claim file referred to the IMS
         Special Investigation Unit.

6.       Customer will pay all claim expenses and costs directly, as
         pass-through expenses, except the costs of police reports and auto
         appraisals (excluding total loss evaluations).

7.       IMS will pay Customer $___*___ for every appraisal performed by
         Customer's appraisers at IMS' request where geographically
         appropriate.

8.       Data communication line charges (used by IMS solely for Customer) will
         be a pass through expense to Customer.

9.       IMS will pay Customer $___*___ for every reinspection performed by
         Customer's reinspectors at IMS' request.

10.      IMS will complete Customer's claim detail form ("Claim Detail Form").
         Customer will pay IMS $___*___ for every Claim Detail Form completed by
         IMS on Customer's behalf.

11.      Customer will pay IMS $___*___ per person per hour for any additional
         services requested by Customer and performed by IMS on Customer's
         behalf.



*  Indicates that material has been omitted and confidential treatment has been
   requested therefor. All such omitted material has been filed separately with
   the SEC pursuant to Rule 24b-2.


                                       6
<PAGE>   23

12.      In the event the average number of features per claim exceeds 2.1,
         Customer reserves the right to review / re-negotiate the features
         charges portion of this Agreement. Additionally, if the number of
         features closed without payment as a percentage of opened features
         exceeds ___*___, Customer reserves the right to review / re-negotiate
         the features charges portion of this Agreement.



*  Indicates that material has been omitted and confidential treatment has been
   requested therefor. All such omitted material has been filed separately with
   the SEC pursuant to Rule 24b-2.


                                       7
<PAGE>   24

                                   SCHEDULE C

                SERVICE STANDARDS AND INCENTIVE/PENALTY SCHEDULE

For purposes of this Schedule C, data received by IMS after 6:00 P.M. Eastern
Standard Time will be considered "received" on the following business day.

I.       Policy Administration Service Standards

         The following Service Standards will be subject to the
         incentives/penalties contained in Section II and III of this
         Schedule C.

         A.       A new business policy is considered issued when the
                  declaration page and attachments are generated in the system
                  and mailed out.

                  New business policies will be automatically issued by the
                  policy processing system within two (2) business days of
                  receipt of (1) the electronic record of funds (distribution
                  partner, Automated Clearing House (ACH), or credit card) and,
                  (2) motor vehicle report (MVR), claims loss underwriting
                  experience (CLUE) report, and credit score information from
                  the data services vendor.

         B.       A policy is rewritten if payment is received after the policy
                  lapse. A rewritten policy is a new policy which contains a
                  new policy number and a new effective date. The old policy is
                  cancelled and the new policy is "rewritten".

                  Policy rewrites will be issued automatically by the policy
                  processing system within one (1) business day of receipt of
                  cash beyond the time period acceptable for reinstatement as
                  determined by State statutes.

         C.       A policy will be reinstated when the payment is received
                  within the allowable time frame for reinstatement with no
                  lapse in coverage.

                  Policy reinstatements will be issued automatically by the
                  system within one (1) business day of receipt of cash within
                  the reinstatement guideline 98% of the time.

         D.       98% of policies canceling for non-payment will be canceled
                  automatically in the nightly cycle.

         E.       IMS will maintain without employing the practice of taking
                  messages, no more than 3% phone call abandonment rate, based
                  on the total number of customer calls received and not
                  answered at or after a 20-second threshold, during agreed
                  upon business hours.

         F.       85% of customer service calls will be answered by a customer
                  service representative within 20 seconds, during agreed upon
                  business hours. 98% of customer service calls will be
                  answered by a customer service representative within 60
                  seconds during agreed upon business hours and customer
                  service will use verbiage and material supplied by Customer.

         G.       Minimum System Availability of 98% During Customer's Business
                  Hours as Defined in the Agreement.

         H.       Maintain an Average Systems Workload Less than 80% of System
                  Capacity Central Processing Unit (CPU), Disc Access Storage
                  Device (DASD).




                                       1
<PAGE>   25

         I.       The following monthly management financial reports will be
                  available for distribution by the 4th business day of the
                  month:

                  o     Written premium by coverage

                  o     Earned premium by coverage

                  o     Policy fees

                  o     All components of incurred losses and Allocated Loss
                        Adjustment Expenses (ALAE) (paid, case reserves,
                        recoveries)

                  o     Claim counts, feature counts and loss data (new claims,
                        outstanding claims, closed claims with and without
                        payment)

                  o     A list of in-force policies (with a total count) that
                        includes (I) premium receivable - billed, (ii) premium
                        receivable - not yet billed and (iii) unearned premium.

         J.       98% of telephone endorsements will be rated simultaneously
                  with the initial oral request of the insured (no callbacks),
                  to include billing information, provided the customer has the
                  complete information to rate at time of contact. If the
                  customer does not have the complete information to rate at
                  the time of contact, IMS will follow up call to the Customer
                  to obtain the information.

         K.       On 98% of policies coming up for system cancel IMS will make
                  one call to the insured within two (2) business days of the
                  anticipated cancellation date to remind them to make the
                  payment (outbound retention calls), and the insured's policy
                  will be documented accordingly.

         L.       On 98% of policies requiring additional underwriting
                  information IMS will make a reminder call to the insured to
                  send in information according to Customer's workflows, but no
                  more than four (4) calls in a sixty (60) day period.


II.      IMS Incentives

         If in any month, IMS' performance exceeds all of the above standards
         described in Part I, of this SCHEDULE C, Customer will pay IMS an
         incentive equal to ___*___ of the total amount invoiced by IMS to
         Customer for policy administration services during that month. IMS will
         track its performance of those standards, calculate any incentive
         amount owed to IMS by Customer, and add the incentive amount to IMS'
         total invoice amount.

III.     IMS Penalties

         IMS will generate weekly reports detailing the service levels achieved
         on a weekly average for the service standards contained in this
         SCHEDULE C. In the event that any service level average falls below
         the standards described in SCHEDULE C.I., IMS will owe to Customer a
         penalty of $___*___ per standard not met.

         IMS will have seven (7) days from the date of the report to correct
         said standard, and if the next weekly report does not reflect a
         correction, IMS will pay Customer an additional penalty of $___*___

         IMS will continue to owe additional penalties of $___*___ per week
         for any standard not met until the service level is cured. However, if
         the service level is not cured within twenty-eight (28) days after the
         date of the first report documenting that the standard was not met,
         IMS will be in breach of this agreement.



*  Indicates that material has been omitted and confidential treatment has been
   requested therefor. All such omitted material has been filed separately with
   the SEC pursuant to Rule 24b-2.


                                       2
<PAGE>   26

                                   SCHEDULE D

                            ADDITIONAL SERVICE GOALS



IMS will meet the service goals described in this Schedule D in the performance
of the services described in Exhibits I and II. These goals are NOT subject to
the penalties-incentives of Schedule C. However, if an audit reveals that any
additional service goal specified in this Schedule is not being met, IMS will
have thirty (30) calendar days from the time it is notified of a goal not being
achieved to correct the deficiency. If the deficiency is not corrected by the
end of the thirty (30) calendar days, then IMS will be in breach of this
Agreement unless programming is required to correct the deficiency and the
programming requires a period of time greater than thirty (30) calendar days. If
so, IMS will provide Customer with an estimated timeframe to correct the breach
and mutually agree on the correction period. The provisions of Schedule D will
apply to services performed by IMS after sixty (60) days from the Effective Date
of this Agreement.

A. Operational / System Processing Goals


         1.       Motor vehicle report (MVR), claims loss underwriting
                  experience (CLUE), and credit score will be ordered
                  automatically (no human intervention required) by the quoting
                  application from the data services vendor at the point of
                  sale a minimum of 95% of the time. A minimum of 95% of the
                  data received back from the data services vendor will be
                  available to the quoting system.

                  Note that immediate turnaround service is not offered in
                  every state, but the information will still be requested by
                  the system at point of sale.

         2.       Output is generated within one (1) business day of print/mail
                  date.

         3.       All insured requested endorsements received will be processed
                  within five (5) business days of receipt to IMS, as verified
                  by the incoming date stamped on the request, provided the
                  insured has supplied the complete information, and state
                  statutory requirements are met.

         4.       IMS will verify accurate output (match system data to filed
                  forms) by means of random weekly quality checking at point of
                  output in Policy Assembly.

         5.       On 98% of incoming and outgoing calls IMS will document in
                  the policy system on client's individual policy the reason(s)
                  for the call, issues, and outcomes discussed with the
                  customer.

         6.       All customer requested cancellations received will be
                  processed within two (2) business days of receipt by IMS, as
                  verified by the incoming date stamped on the request,
                  provided insured signature(s) are included and state
                  statutory requirements are met.

         7.       Payments received at IMS' office will be posted to the
                  policies the same business day as received until 12:00 noon.
                  Any payments received after that time will be processed on
                  the next business day.


B.       Management Reporting

         IMS will produce management reports according to Customer defined
         hierarchy, which includes: company, product, state, market,
         distribution type, distribution location, and producer. The following
         daily reports will be available to Customer:

         1.       New business policy counts and total new business premium.

         2.       Renewal counts and total renewal premium.

         3.       Cancellation counts and total cancellation premium.

         4.       Rewrite counts and total rewrite premium.

         5.       Reinstate counts and total reinstate premium.




                                       1
<PAGE>   27

C.       Projects

         IMS will complete all projects governed by Article XIII.B. provided
         all information pursuant to Article IV.A. and appropriate signoffs are
         received from Customer.

D.       Claims

         1.       IMS will establish a claim file indemnity reserve within 30
                  Calendar Days of the first notice of the loss on 95% of the
                  new claims received each month where IMS is able to open a
                  feature in the system.

         2.       IMS will reinspect an average of 15% of all vehicle repair
                  estimates per month. The reinspections will be chosen based
                  on market dynamics and inspection quality.

         3.       IMS will contact 85% of insureds/claimants within one (1)
                  Business Day from the date the claim is reported or from the
                  date the insured/claimant is identified, whichever occurs
                  first. IMS will contact 100% of the insureds/claimants within
                  three (3) Business Days from the date the claim is reported
                  or from the date the insured/claimant is identified,
                  whichever occurs first. "Contact" is defined as a telephone
                  conversation with the insured/claimant, or leaving a message
                  for the insured/claimant on a recorded message device or with
                  another person, or mailing a contact card to the
                  insured/claimant's last known address via regular mail, which
                  advises them that the claim representative has been
                  unsuccessful in reaching them, and requests that they contact
                  the claim representative.

         4.       IMS will inspect 90% of covered vehicles with claimed damage
                  in excess of $1500.00 within three (3) Business Days from the
                  date the vehicle location is identified by IMS, when the
                  vehicle is located within a major metropolitan area.

         5.       IMS will inspect 80% of all supplemental claims of covered
                  vehicle damage where the original vehicle damage appraisal
                  exceeds $3,000 and the supplemental damage claim exceeds 15%
                  of the original appraisal.

         6.       IMS will manage renal losses by appraising vehicles after
                  tear down where feasible, refusing rental direct billing,
                  minimizing rental duration through communication with the
                  vehicle owner, and using rental companies that offer
                  favorable rates. The time period allowed for rental will be
                  based on the number of days required to repair the vehicle.

         7.       IMS will inspect 20% of supplemental claims of covered
                  vehicle damage where the original vehicle damage appraisal is
                  less than $3,000.

         8.       IMS will achieve an average score per year of 3.00 on the
                  Customer Feedback Survey Program. This average will be
                  calculated by totaling the individual survey question
                  responses on all surveys annually. IMS Claim Management will
                  contact 100% of all those individuals who returned a survey
                  response with an average survey rating below 2.00 per survey.

         9.       IMS will conduct recorded interviews, if permission is
                  granted, within 30 Calendar Days (where not prohibited by
                  local, state or other applicable law) of the first notice of
                  the loss on 80% of new claims received each month where the
                  claim representative determines that there is a material
                  coverage question, questionable liability, claims involving
                  bodily injury, or subrogation potential. A recorded statement
                  will be taken, at the IMS adjuster's discretion, on those
                  questionable liability claims involving property damage only.
                  A loss within the first 30 days of policy inception, theft
                  claims and fire claims will be referred to SIU for obtaining
                  a recorded statement and investigation.




                                       2
<PAGE>   28

         10.      IMS will obtain a Police Report on all claims where the
                  accident was reported to the police and a Police Report is
                  judged by IMS to be a necessary part of the claim
                  investigation.

         11.      95% of all pending claim files (except glass claims, record
                  purposes only claims and catastrophe claims) will contain an
                  Adjuster Claim File Report and an Updated Action Plan as the
                  claim file develops.

         12.      Reinspection Program Exception Rates for reinspections
                  performed by external appraisers will not exceed 5% error
                  ratio. Reinspection Program Exception Rates for reinspections
                  performed by internal staff appraisers will not exceed 7%
                  error ratio.

         13.      Net Salvage Recovery (which is defined as the percentage of
                  vehicle value after expenses) will be targeted at 13% unless
                  relevant local, state or federal law makes this goal
                  unreasonable or unobtainable.

         14.      IMS Claim Supervisors or Managers will complete fifteen (15)
                  of IMS' internal Quality File Reviews on open or closed claim
                  files per Adjuster per Quarter, including a proportionate
                  number, but no less than twenty (20), of Customer's claim
                  files.

         15.      IMS will strive to achieve a minimum score of 90% on all
                  Internal Audits conducted which will include a proportionate
                  number of Customer's claim files. A score of "90%" means that
                  90% of the quality items reviewed obtained a score of
                  "satisfactory."

         16.      IMS will make payment on 60% of Collision Features within 25
                  Calendar Days of feature open date and 80% within 40 Calendar
                  Days of feature open date.*

         17.      IMS will make payment on 40% of Property Damage Features
                  within 25 Calendar Days of feature open date and 60% Within
                  45 Calendar Days of feature open date.*

         18.      IMS adjusters will return telephone calls to insureds and
                  claimants within 24 hours of the call's receipt.


         *Subject to review and modification after 90 days.




                                       3

<PAGE>   29

                                   EXHIBIT I

                         POLICY ADMINISTRATION SERVICES

For the purposes of this Exhibit I, Insured means an insured or potential
insured of Customer.

IMS will provide the following services to Customer:

A.       INTERNET FUNCTIONALITY AS IT PERTAINS TO CUSTOMER

IMS will provide functionality to Customer over the Internet or through direct
connection as described below. (Both connectivity strategies will be referred
to in this section):

o        Quoting - Available to Customer for obtaining a rate on a potential
         new policy.

o        Convert Quote/New Business Processing - Ability to issue a policy
         remotely with signature verification/underwriting performed by IMS'
         customer service.

o        Policy Changes (Endorsements) - Available to Customer for making
         policy changes.

o        Policy Inquiry - All policy data will be available to Customer.

o        Policy Processing - Customer will have access to all policy processing
         functions available to IMS customer service representatives.

o        Online Documentation - Help text and online user documentation will be
         available to Customer.

o        Security - Providing varying degrees of access as currently presented
         by IMS.

o        Industry standard financial transaction security (Secure Electronic
         Transaction (SET), Secure Sockets Layer (SSL), etc.)

o        IMS will coordinate with ZyQuest, Customer's vendor, to implement an
         interface between the quoting/rating system and the point of sale
         (POS) system.

o        IMS will coordinate with ZyQuest, Customer's vendor, to verify that
         quoting/rating includes POS integration.


B.       POLICY ISSUANCE

IMS will provide:

o        Policy issuance for New Business, Renewals, and Endorsements

o        Renewal/cancellation/reinstatement/rewrite processing - Automated
         according to Customer Flex Billing(R)

o        Automated Rating

o        Non-renewal processing

o        Printing of declarations and related forms.

o        Forms which match those filed and approved with the Department of
         Insurance.

o        Data printed on forms which match data in the system.

o        Rewritten policies which retain the same policy number as the original
         policy with an increase in the policy suffix number.

o        Output mailed to Customer daily.


C.       BILLING

IMS will:

o        Print and mail invoices, combo notices, reminders, cancellation
         notification, return premium disbursements

o        Process Credit Card, Electronic Checking, and Automatic Checking
         Withdrawal payment processing and the ability to sweep accounts using
         Automated Clearing House (ACH).

o        Employ Customer Flex billing(R)




                                       1
<PAGE>   30

o        Automatically Process cancellations for non-payment

o        Send out two overdue notices. Once account reverts to collection
         status, IMS will send to Customer or the collection agency of
         Customer's choice.

o        Process Cancellations in the cycle the night before cancellation. For
         example, policies due to cancel at 12:01am Thursday, 12/2 will be
         processed after hours on Wednesday (12/1) cycle. This way, the
         cancellation is effective right after the cycle is complete.

o        Look ahead and process Sunday and/or holiday Customer transactions a
         day early for any day that is not a postal mailing day (Sundays and
         postal holidays). For example, on Saturday, all of the cancellations
         occurring on Sunday will be processed on Saturday night's cycle.

o        Provide hours of operations: Monday through Friday, 8:00 a.m. to 11:00
         p.m. Eastern Standard Time and Saturday, 9:00 a.m. to 9:00 p.m.
         Eastern Standard Time, including IMS paid holidays of the day after
         Thanksgiving and Christmas Eve day.


D.       CUSTOMER SERVICE

IMS will:

o        Respond to insured and agent (sales representative) telephone
         inquiries - Customer Service/Processing and Underwriting functionality
         is available remotely at multiple Customer sites (Dallas & Michigan
         facility) beginning day one of implementation with IMS. Customer and
         IMS will jointly develop and mutually agree on the defined workflow
         based off the functionality in Customers current workflow.

o        Convert quote / new business processing - involves reviewing images /
         signature verification, underwriting, and issuing new business
         policies.

o        Process requests for policy changes - Real-time over the telephone and
         documented requests including ability to calculate next billing
         amounts as an integrated function of rating software.

o        Work with Customer to jointly create a Customer Service audit form
         ("Audit Form"), to be used by IMS and Customer to measure telephone
         interaction between IMS' Claim Service Representatives and Customer's
         policy holders.

o        Answer Base Auto System (BAS) questions prior to policy issuance.

o        Conduct jointly with Customer, audits of the Customer Service
         Representative's performance based on the performance standards
         described in the Audit Form. The audits will be conducted during the
         last week of each calendar month and will result in a Customer Service
         Representative performance score of "outstanding", "satisfactory" or
         unsatisfactory".

o        Process Credit Card, Electronic Checking, and Automatic Checking
         Withdrawal installments over telephone. IMS will provide credit card
         processing and the ability to sweep accounts using Automated Clearing
         House (ACH.)

o        Utilize Interactive Voice Response Unit (IVR)

o        Provide Toll-free Number - Utilizing Customer's existing toll-free
         number.

o        Respond to correspondence related to policy and claims services -
         Includes all correspondence sent to IMS on behalf of Customer by its
         Insureds, staff, and management.

o        Track and respond to complaints related to policy and/or claims
         services

o        Review every application image (new business and endorsements) for
         Insured written-in modifications, presence of signature, coverage's,
         and supporting documentation and apply the appropriate up-rates.

o        Utilize telephone and email for Customer support. Toll-free,
         Interactive Voice Response (IVR) and voicemail are methods of phone
         interaction with insureds. IVR options are Frequently Asked Questions,
         Live Support Option and Voice Mail for all insureds.

o        Operate Monday through Friday, 8:00 AM - 11:00 PM Eastern Standard
         Time, and Saturday, 9:00am to 9:00 PM Eastern Standard Time, including
         IMS paid holidays of the day after Thanksgiving and Christmas Eve.




                                       2
<PAGE>   31

E.       MANAGEMENT REPORTING

         IMS will produce reporting according to Customer defined hierarchy
         which includes: company, product, state, market, distribution type,
         distribution location, and producer. The policy processing system will
         be enhanced to capture the information necessary to provide information
         in this hierarchy. Customer will rely on its data warehousing solution
         to provide management reports in this hierarchy other than those
         necessary for financial management, listed in Section F.2 of this
         Exhibit I.

         1.       MANAGEMENT REPORTING

         IMS will:

         o        Produce standard activity reports

         o        Produce standard monthly reports

         o        Produce standard accounting reports

         o        Produce premium and loss reports

         o        Allow Olympic Amis to place the Datamirror product on IMS'
                  central policy processing system and activate the journaling
                  services required by the Olympic Amis solution.

         o        IMS will reimburse Customer for the cost of the data mapping
                  services performed by IMS through a credit for future
                  services performed by IMS on behalf of Customer, if IMS
                  decides to implement the Olympic Amis solution.

         2.       FINANCIAL REPORTING

                  a.       DAILY

                  IMS will provide daily reports detailing:

                  o     New Business Counts and Total New Business Premium

                  o     Renewal Counts and Total Renewal Premium

                  o     Cancellation Counts and Total Cancellation Premium

                  o     Rewrite Counts and Total Rewrite Premium

                  o     ReCustomer Counts and Total ReCustomer Premium

                  b.       MONTHLY

                  IMS will provide monthly reports detailing:

                  o     Written Premium by Coverage

                  o     Earned Premium by Coverage

                  o     Policy Fees

                  o     Incurred Losses and ALAE amounts by Coverage (paid,
                        case reserves, recoveries)

                  o     Claim Counts and Feature Counts and amounts (new
                        claims, outstanding claims, closed claims with and
                        without payment)

                  o     In Force Policy List (with a total count) that Includes
                        (1) Premium Receivable - billed, (2) Premium Receivable
                        - not yet billed and (3) Unearned premium.


         3.       BUREAU/STATISTICAL REPORTING

         IMS will:

         o        Process and balance premium and loss data

         o        Edit and correct invalid data




                                       3
<PAGE>   32

         o        Prepare and mail Bureau transmittals

         o        Provide on-going Regulatory changes

         o        Maintain history files

         o        Provide support for Department of Insurance (DOI) Filing

         o        Provide hard copy or electronic submissions (does not include
                  annual and quarterly statements filings with the DOI)

F.       ACCOUNTING AND PREMIUM ADMINISTRATION

IMS will provide:

o        Issuance, control and accounting for disbursements for premium and
         losses

o        Posting, balancing, and control of premium suspense

o        Receipt and posting of all installment payments (including lockbox if
         volume necessitates)

o        Bank reconciliation of premium and loss accounts

o        Mini general ledger of direct premium and loss activity

o        Posting and balancing of electronic cash received from distribution
         centers.

o        System generated reports for all direct premium and loss activity.

o        Month-end closing within four (4) business days of month-end.

o        Reconciliation within four (4) business days of receipt of bank
         statements.

o        Daily reconciliation of distribution center cash to IMS cash suspense
         within two (2) business days of transaction date.

G.       PRINT AND DISTRIBUTION SERVICES

IMS will provide:

o        Automated document library - A copy of all central policy processing
         system computer-generated policy documents is maintained within the
         electronic document design program, and hard copies are maintained
         within company/product specific catalogs. All applicable versions of
         any document remain within the document library. IMS will provide
         Customer with a hard copy of all documents contained in this library.

o        Electronic document assembly - IMS uses a document packaging
         distribution tool that sorts forms before they are printed, ensuring
         that recipients receive all forms, sorted by specific criteria, in a
         single package.

o        Electronic document archival/retrieval - A copy of all central
         processing system computer generated policy documents for each policy,
         such as new business and renewal declarations, renewal bills,
         endorsements, cancellations, and correspondence, is electronically
         transformed into an image and is stored in the Computer Output to
         Laser Disc (COLD) Imaging System. These company images are duplicates
         of the documents received by the insured, producer, and other
         respective parties. Archived documents will be available to IMS'
         customer service and Customer for retrieval.

o        Automated finishing/insertion facility - The policy document output
         produced from the computer system will be sorted and packaged by IMS'
         document packaging system and will be prepared for assembly throughout
         the entire day. Once prepared, the output will be assembled on IMS'
         document assembly device.

o        Mail pre-sort facility - IMS uses a presort vendor to reduce postage
         costs. Most mail is forwarded to the presort vendor. Mail forwarded
         directly to the US Postal Service shall include any checks (for
         security reasons), and any packages processed past the vendor's
         pick-up deadline.

o        Mailing (including postage and supplies) - The US Postal Service will
         not guarantee a three day turn around time. If this is a mandatory
         requirement, IMS will investigate the capabilities of external service
         providers to meet this requirement. The additional cost of this
         service will be a pass through expense to Customer.

o        Current Document Imaging - At the time of the Agreement Effective
         Date, IMS Records Management Services handles the preparation,
         scanning, indexing and quality assurance




                                       4
<PAGE>   33

         of all hard-copy policy documents to be scanned into the Imaging
         System. All hard copy (paper) policy files are prepared for imaging.
         This entails taping torn documents, removing staples and paper clips,
         incorporating document separator pages between each group (folder) of
         policy documents, and making sure the correct policy number is
         included on each document. These policy documents are quality reviewed
         prior to scanning to ensure all of the above has been completed
         correctly. Once the prepped documents are quality reviewed, the
         documents are scanned. The scanning operator will log all necessary
         information to track the batch of work until it is completely
         processed. Once scanned, the document folders are indexed into the
         Imaging System by policy number and document type. The indexed
         documents are quality reviewed one more time to ensure accuracy. After
         the documents have been archived in the imaging system, the hard
         copy/paper documents are destroyed. All imaging system data base
         information is backed up nightly to tape and the actual archived
         images are backed up nightly to optical platters. All pictures
         received with policy documents are labeled with a policy number and
         are stored manually. There is a manual and computer log, which details
         the exact location of the photos for retrieval. For Internet viewing,
         access will be limited to COLD forms only. Any hardware or software
         required by Customer to review imaged documents will be a pass through
         expense.

o        Future Document Imaging - IMS is currently researching an alternative
         Imaging solution. When implemented, Customer will have access to all
         functionality of the new Imaging solution. Any hardware or software
         required by Customer to review imaged documents will be a pass through
         expense.

o        Fax server capability to receive faxes from ACE locations for signed
         policy documents.

o        Operation hours: Monday through Friday, 8:00 a.m. to 11:00 p.m.
         Eastern Standard Time and Saturday, 9:00 a.m. to 9:00 p.m. Eastern
         Standard Time, including IMS paid holidays of the day after
         Thanksgiving and Christmas Eve day.




                                       5
<PAGE>   34

H.       DISTRIBUTION CENTER ADMINISTRATION

IMS will provide:

o        Distribution Center record assignment and control

o        Maintenance of Distribution Center File

o        Accounting and payment of Customer's non-ACE distribution partnership
         fees. IMS will calculate and pay non-ACE distribution partners


I.       SYSTEM ADMINISTRATION

IMS will provide:

o        Hardware/software maintenance and enhancements.

o        System availability to Customer including all 3rd party products
         necessary to provide system availability (data communications costs
         are pass-through). IMS will purchase, in addition, any 3rd party
         products necessary to provide system availability that will reside
         locally at IMS. Connectivity decisions will be jointly agreed upon
         well in advance of system implementation. A connectivity
         recommendation will be made by IMS based on completion of the
         Connectivity Project Definition by Customer after analysis and any
         necessary clarification of the project definition contents. A
         connectivity recommendation will be made by IMS based on the
         Connectivity Project Definition.

o        Processing of daily (7 day per week cycles), weekly, monthly, and
         annual cycles.

o        22 hours a day, 7 days a week (4:00 a.m. to 2:00 a.m. EST) system
         availability. IMS is currently pursuing development of a system which
         will provide 24-hour per day Internet availability.

o        Maintenance to the system including rate table updates, billing plan
         table updates, and updates to other miscellaneous tables including
         regulatory maintenance requirements.

J.       TECHNICAL SUPPORT FOR REMOTE SYSTEMS USERS

IMS will provide technical support for all Internet Solutions IMS administers
and/or develops in support of the services for Customer defined in this
Agreement.

This support will include:

o        Security

o        How to access the systems

o        How to use the systems

o        User documentation (on-line)

o        General usability questions regarding the applications

o        Problem determination and resolution

o        All telecom service issues, administration and setup related to IMS
         provided solutions.

o        Support availability Monday through Friday, 8:00am to 11:00pm Eastern
         Standard Time and Saturday, 9:00am to 9:00pm Eastern Standard Time,
         including IMS paid holidays of the day after Thanksgiving and
         Christmas Eve day.




                                       6

<PAGE>   35


                                   EXHIBIT II

                         CLAIM ADMINISTRATION SERVICES

IMS will perform the following Claim Administration Services on Customer's
behalf in compliance with applicable law, and subject to periodic review and
audit thereof by Customer throughout the term of this Agreement:

I.       Claim Adjusting and Program Management

IMS will:

         A.       Administer claims in accordance with the terms and conditions
                  of Customer's insurance policies, this Agreement, and
                  applicable state insurance laws, rules, and regulations that
                  pertain to claim handling.

         B.       Provide appropriate staff to service Customer's business
                  based upon claim volume.

         C.       Conduct internal claim file audits and quarterly file
                  reviews.

         D.       Utilize IMS' claim handling best practices, and for all Level
                  I features, complete the IMS Claim Summary Sheet.

         E.       Provide vendor management.

II.      Claim Adjusting Support

IMS will:

         A.       Utilize and manage external adjusters and appraisers, in
                  field locations not staffed by IMS or customer. Decisions as
                  to when to use external adjusters and appraisers will be made
                  by IMS and will be based on each individual claim file and
                  the need for external investigation in order to document the
                  facts.

         B.       in field locations not staffed by IMS or customer. Decisions
                  as to when to use of external adjusters and appraisers will
                  be made by IMS and will be based on each individual claim
                  file and the need for external investigation in order to
                  document the facts.

         C.       Perform all services necessary to collect subrogation or
                  salvage that may benefit Customer.

         D.       Manage claim litigation through the use of external defense
                  counsel and litigation management planning.

         E.       Investigate insurance fraud indicators through the IMS
                  Special Investigation Unit and conform with all filed and
                  state specific fraud plans and any other statutory or
                  regulatory requirements, as required by applicable law.

         F.       Conduct and manage review of claim file medical records
                  utilizing IMS' internal Medical Resource Unit on all
                  applicable cases.

         G.       Employ mechanized medical bill utilization review methods on
                  a case-by-case basis.

         Customer requests the use of medical bill repricing based on
         International Classification of Diseases (ICD)-9 codes and Current
         Procedural Terminology (CPT) codes. ICD-9 Codes stands for
         International Classification of Diseases, 9th Revision. These codes
         appear on medical treatment bills and describe the diagnosis,
         symptoms, complaint, and condition or problem for which medical
         services are rendered. Current Procedural Terminology (CPT) Codes are
         used to report medical services and procedures performed by
         physicians.




                                       1
<PAGE>   36

         Customer requests the use of CAPA-certified after-market parts, on a
         limited basis where form, fit and structural integrity has been
         validated. After-market parts will not be used for structural or
         safety-related components. Non-structural after-market parts, such as
         headlamps, batteries, or appearance items, will be used whenever and
         wherever applicable.

         Customer requests the application of betterment or depreciation to
         automobile estimates in all states.

III.     Claim Service Center

IMS will:

         A.       Handle and process initial loss reports received by
                  Customer or Customer's prior vendor, only if the information
                  submitted by Customer or Customer's prior vendor is
                  sufficient to enter a claim into the IMS claim system.
                  Sufficient information required to set up a claim on the AS
                  400 Claim System is insured name, policy number, address,
                  telephone number, damaged property, and description of the
                  accident. Sufficient information required to set up a claim
                  on the AS 400 Claim System is insured name, policy number,
                  address, telephone number, damaged property, and description
                  of the accident.

         B.       Provide claim adjusting core clerical support, which includes
                  all mail processing, file control and industry reporting
                  (e.g. index bureau, NICB, Fraud Bureau and provider of
                  service). which includes routing, filing, sorting,
                  photocopying claims files, delivering, printing, bar coding,
                  faxing of claim material, mail indexing, mail matching, mail
                  preparation, and sending mail.

         C.       Maintain operating hours of 7:30 A.M. to 8:00 P.M. Eastern
                  Standard Time (EST), Monday through Friday, excluding bank
                  holidays for Florida State Banks or an IMS paid holiday (New
                  Year's Day, Memorial Day, Independence Day, Thanksgiving Day,
                  day after Thanksgiving, Christmas Eve (after 12:00 P.M.
                  Eastern Standard Time) and Christmas Date). IMS will provide
                  First Notice of Loss reporting services twenty-four (24)
                  hours per day seven (7) days per week.

IV.      Claim System

IMS will:

         A.       Utilize an AS400 based claim system for claim documentation
                  and processing.

         B.       Provide Customer with remote claim system access to the AS400
                  (view only) as reasonably requested by Customer subject to
                  the fees described in Schedule B.

         C.       Provide Customer up to ten (10) hours of initial AS400
                  training to Customer's representative(s) at IMS' office
                  location at no cost to Customer, except Customer must pay its
                  own travel expenses, including, but not limited to, hotel
                  costs, transportation costs, and the cost of meals.

         D.       Provide Customer with sixty (60) days sixty (60) days written
                  notice of a proposed material change in or enhancement to the
                  claim system in use on the Effective Date of this Agreement.
                  Written notice to Customer will include details of the
                  proposed material change or enhancement. IMS will provide
                  customer with appropriate ten (10) hours training with
                  respect to such proposed material change or enhancement.




                                       2
<PAGE>   37

V.       Authority Levels

         IMS will establish claim reserves and make claim payments on behalf of
         Customer, for each coverage, up to the amounts specified in the table
         below ("Authority Table"). Where a claim reserve amount or claim
         payment amount will, in IMS' judgment, exceed the amounts listed in
         the Authority Table, IMS will request from Customer, in writing, an
         increase in the authority level amounts, and Customer will promptly
         respond, in writing, so that the claim reserve can be established or
         the claim payment made.

<TABLE>
<CAPTION>

                                                 AUTHORITY TABLE*

                                                           ============================= ==========================
                                                                   Reserve Limit                 Payment Limit
        ================================================== ============================= ==========================
        Level                                                Indemnity       Expense       Indemnity      Expense
        ================================================== =============  ============== ============== ===========
        <S>                                                <C>            <C>            <C>            <C>
        1 (applies to Claim Adjuster Trainees)               $ 5,000.00     $   250.00     $ 2,500.00    $  150.00
        -------------------------------------------------- -------------  -------------- -------------- -----------
        2 (applies to Claim Adjusters)                       $10,000.00     $ 1,500.00     $ 7,500.00    $  500.00
        -------------------------------------------------- -------------  -------------- -------------- -----------
        3 (applies to Claim Adjusters)                       $25,000.00     $10,000.00     $15,000.00    $5,000.00
        -------------------------------------------------- -------------  -------------- -------------- -----------
        4 (applies to Supervisors & Technical Advisors)      $50,000.00     $15,000.00     $35,000.00    $7,500.00
        ================================================== =============  ============== ============== ===========
</TABLE>

         *Customer may modify the authority levels listed in the Authority
         Table upon 30 days written notice to IMS. Any such modification may
         result in a change to the fees described in Schedule B, Section VII.

VI.      Catastrophe Claims

IMS will:

         A.       Adjust Customer's claims which result from a weather
                  catastrophe.

         B.       Deploy catastrophe claim adjusters to a catastrophe-affected
                  area where a single event results in 50 or more physical
                  damage claims within a 20-mile radius.

VII.     Management Reporting

IMS will:

         A.       Provide Customer with weekly and monthly claim summary
                  reports, the contents of which will be mutually agreed to in
                  writing by Customer and IMS.

         B.       Provide Customer with monthly productivity and severity
                  detail and summary reports, the contents of which will be
                  mutually agreed to by Customer and IMS in writing.

         C.       Provide Customer with subrogation, Copart and Certified
                  Collateral Corporation ("CCC") total loss reports, the
                  contents of which will be mutually agreed to by Customer and
                  IMS in writing.

         D.       PROVIDE CUSTOMER WITH DAILY INCURRED LOSS REPORTS AND DAILY
                  FEATURE COUNT REPORTS AS MUTUALLY AGREED TO BY CUSTOMER AND
                  IMS. by feature, coverage, and state. Provide Customer with
                  daily feature count reports which show the number of features
                  received, reopened, and closed by coverage and state.

         E.       Monthly reports will be provided to Customer on or before the
                  third business day after the close of the month. Weekly
                  reports will be provided to Customer on or before Tuesday of
                  the following week. Daily reports will be provided to
                  Customer on the next business day.




                                       3
<PAGE>   38

VIII.    Claim Account

         A.       IMS will maintain a daily register of checks drawn on the
                  Claims Account for each loss payment and expense. IMS will
                  also maintain a daily register, which register shall include,
                  for each claim or claimant, the claim number, feature code,
                  policy number, loss date, name of the payee, date and check
                  number of the disbursement, and the amount and purpose of the
                  payment.

         B.       Any monies collected by IMS for salvage, subrogation,
                  contribution or deductible reimbursement will be deposited by
                  IMS in the Claims Account within one business day upon
                  receipt by IMS thereof.

IX.      Accounting

         A.       IMS will issue checks related to claim handling, and provide
                  one monthly bank account reconciliation, which includes
                  balancing the check records back to the bank statement.

         B.       IMS will provide no other accounting services, such as:

                  o     Annual statement support

                  o     Statistical reporting

                  o     Month-end processing

                  o     Month-end reporting




                                       4

<PAGE>   39




                                   APPENDIX A

                                 ROLLOUT PLAN*























*  Indicates that material has been omitted and confidential treatment has been
   requested therefor. All such omitted material has been filed separately with
   the SEC pursuant to Rule 24b-2.
<PAGE>   40




                                   APPENDIX B

                         SYSTEMS DEVELOPMENT LIFE CYCLE*























*  Indicates that material has been omitted and confidential treatment has been
   requested therefor. All such omitted material has been filed separately with
   the SEC pursuant to Rule 24b-2.