<PAGE>   1
                                                                    Exhibit 10.4


                   INSURANCE ADMINISTRATION SERVICES AGREEMENT


         THIS INSURANCE ADMINISTRATION SERVICES AGREEMENT ("Agreement") is made
and effective as of the 22nd 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 it's 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.

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

G.       "Insurance Program" means the Customer's insurance products within the
         Authorized Line(s) of Business to be offered within the Authorized
         States.




                                       1
<PAGE>   2

H.       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

The term of the Agreement shall commence on the Effective Date and shall have a
minimum operating term ("Minimum Operating Term") of thirty (30) full calendar
months. 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.       IMS shall dedicate the amount of human, equipment and computer
         resources necessary 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.

B.       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/or oral
         communication of the status of administration of the Insurance
         Administration Services as agreed to by and between Account Manager and
         Customer.

C.       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 files which 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 "C" constitute sole and exclusive property of Customer, and
         shall be treated as such by IMS.

ARTICLE IV.       RESPONSIBILITIES OF CUSTOMER

A.       During the term of this Agreement, Customer shall provide to IMS, in a
         timely manner, any and all data, information and other items, including
         but not limited to policy forms, prior claim files and supporting
         documents, policy coverage information, corporate logos for use on
         forms, and other data related to claim files and adjustment of claims
         to enable IMS to perform the Insurance Administration Services
         specified in Exhibit I of this Agreement. 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.
         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.

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




                                       2
<PAGE>   3

C.       Customer shall designate manager level employee(s) 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 Exhibit I 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 records and information maintained by IMS on behalf of
         Customer (excluding, specifically, 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, and (iii) verify IMS' overall compliance
         with the material terms of this Agreement and applicable laws and
         regulations. Customer will bear all costs of access to records
         maintained on behalf of Customer including travel, personnel, computer
         hardware and software, and data line charges.

         Access to IMS' 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 the 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 Customers 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 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 disrupt IMS' ongoing business activities.

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 any
         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, which will be deemed
         "Confidential




                                       3
<PAGE>   4

         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 any 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 reasonably 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.

C.       For purposes of Article V.B, Recipient and Disclosing Party shall
         include within their meaning all respective subsidiaries, agents, or
         affiliates 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.


















                                       4
<PAGE>   5

ARTICLE VI.       EXPENSES AND FEES

A.       In consideration of IMS providing Insurance Administration Services as
         described herein, Customer shall pay IMS, in addition to any other fees
         and expenses specified herein, servicing fees (collectively "Service
         Fees"), as specified in Schedule B. The Miscellaneous Fees specified in
         Article XIII and all Service Fees specified in Schedule B hereto may be
         increased by IMS 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. 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, IMS may increase the Service Fees and Miscellaneous Fees set forth
         herein only by the amount of the actual vendor increase to incorporate
         such increased costs and will provide Customer with documentation
         verifying the increase.

B.       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.

C.       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 or storage of data used by IMS solely
         for Customer, but excluding taxes on the net income of IMS.

D.       Subject to the terms of this Agreement, all fees and expenses to be
         payable by Customer to IMS or any third party, such as subcontractors
         IMS may hire on behalf of Customer 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 all services
         provided to Customer under this Agreement. IMS will calculate the fee
         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.
         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.

E.       For purposes of paying claims and claim related expenses, IMS shall
         establish and maintain an independent bank account in the name of
         Instant Auto ("Claims Account").

F.       Customer, at all times during the term of this Agreement, shall fund
         the Claims Account in amounts necessary to pay all claims and
         "allocated loss adjustment expenses" (which term, as used in this
         Agreement, shall mean claim adjustment costs and expenses incurred by
         IMS and allocated by it to the investigation, adjustment and settlement
         or defense of a claim for benefits under Customer's policies, including
         without limitation, costs and expenses incurred by IMS and related to
         the investigation and defense of claims or the protection and
         collection of Customer's subrogation rights). Every week IMS will
         provide Customer's accounting firm the amount necessary to fund the
         account.

G.       Customer shall maintain a balance in the Claims Account that is
         necessary for IMS to perform the Claim Administration Services on a
         day-to-day basis. Every week IMS will provide Customer's accounting
         firm the amount necessary to fund the account. Customer shall be
         responsible for maintenance of unclaimed checks, and paying charges,
         interest or penalties resulting from Customer's failure to maintain a
         positive Claim Account balance.




                                       5
<PAGE>   6

H.       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). 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.

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 EXHIBIT I
         hereto, 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 to Customer to
         use portions of the Proprietary System as necessary for IMS to perform
         the Insurance Administration Services under this Agreement. Further, no
         provision within this Agreement shall be interpreted as prohibiting IMS
         from selling or licensing its Proprietary System to any other customer
         or prospective customer of IMS.

B.       Other than the limited rights to use the Proprietary System, as
         provided in Article VII.A. above, this Agreement grants to Customer no
         right to possess or reproduce, download, reverse engineer, or obtain
         any other interest in, the Proprietary System or its specifications in
         any tangible or intangible medium. Customer may not mortgage,
         hypothecate, sell, assign, pledge, lease, transfer, license, or
         sublicense the Proprietary System, nor allow any person, firm, entity
         or corporation to transmit, copy, reproduce, download, reverse
         engineer, or obtain any other interest in the Proprietary System or its
         specifications in whole or in part. 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.

C.       Customer covenants and agrees not to disclose or otherwise make the
         Proprietary System available to any person other than employees,
         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, insurance sales agent, or representative
         to a level of care sufficient to protect the Proprietary System from
         unauthorized disclosure.

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

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
                  United States Bankruptcy Code 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;




                                       6
<PAGE>   7

         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
                  United States Bankruptcy Code 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 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);

         e)       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 (ii)
                  Customer has agreed in writing to such Change of Control; or

         f)       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 and
                  (ii) IMS has agreed in writing to such 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. K 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.




                                       7
<PAGE>   8

ARTICLE IX.       WARRANTIES AND COVENANTS

IMS covenants that: (a) all Insurance Administration Services shall materially
conform to the descriptions set forth in EXHIBIT I of this Agreement; (b) all
Insurance Administration Services shall be performed in a good and workmanlike
manner; and (c) IMS will comply in all respects with the law of the relevant
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.

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 Article X, 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 (i) any material
                  breach of Customer's obligations under this Agreement, (ii)
                  the material breach of any representation or warranty made by
                  Customer to IMS pursuant hereto, or (iii) any actions taken,
                  or any representations or decisions made with regard to claim
                  handling which occurred on the Customer's behalf prior to
                  April 1, 2000.

         c)       Customer agrees that in the event IMS is in violation of any
                  code, statute or law(s) due to the acts or omissions of
                  Customer, or the servants, employees, representatives,
                  adjusters, or agents of Customer, then Customer shall assume
                  the responsibility and liability for such acts or omissions
                  and shall indemnify and hold IMS harmless for any such
                  liability. If IMS, because of a violation of any law or the
                  acts or omissions of Customer, is reprimanded, fined, or
                  otherwise involved in any action caused by Customer, or the
                  servants, employees, representatives, adjusters, or agents of
                  Customer, then Customer agrees to reimburse and indemnify IMS
                  for all expenses, fines or other fees incurred by IMS, except
                  to the extent that IMS caused, contributed to or compounded
                  such liability.









                                       8
<PAGE>   9

         d)       IMS agrees that in the event Customer is in violation of any
                  code, statute or law(s) due to the acts or omissions of IMS,
                  or the servants, employees, representatives, adjusters, or
                  agents of IMS, then IMS shall assume the responsibility and
                  liability for such acts or omissions and shall indemnify and
                  hold Customer harmless for any such liability. If Customer,
                  because of a violation of any law or the acts or omissions of
                  IMS, is reprimanded, fined, or otherwise involved in any
                  action caused by IMS, or the servants, employees,
                  representatives, adjusters, or agents of IMS, then IMS agrees
                  to reimburse and indemnify Customer for all expenses, fines or
                  other fees incurred by Customer, except to the extent that
                  Customer caused, contributed to or compounded such liability.

B.       Except for: (i) Service Fees and other amounts owed to IMS by Customer
         in consideration of IMS providing the Insurance Administration
         Services, or any other services hereunder; (ii) acts of fraud, or
         willful misconduct; (iii) fees payable by Customer 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 by either party to the
         other party 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 the Customer under
         Schedule B of this Agreement for the three months immediately preceding
         the breach. Neither Customer nor IMS will be liable for any lost
         profits, business goodwill, or other consequential, punitive, special
         or incidental damages incurred by Customer or IMS.

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 provisions of Article X, paragraph B.

D.       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.

E.       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




                                       9
<PAGE>   10

         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 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 for 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

         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 appendices attached
         hereto, contains 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 appendices hereto, shall be valid unless
         the same shall be in writing and signed by all of the parties hereto.
         All exhibits, schedules, appendices, 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, VIII (D), and XI (C) shall survive any termination
         of this Agreement.




                                       10
<PAGE>   11

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 the termination of
         Customer's business relationship with INSpire Insurance Solutions, Inc.
         ("INSpire") or the terms of the business relationship formed between
         Customer and IMS as set forth in this Agreement. 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 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 material
         dispute regarding 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 material dispute, at a
         mutually agreed time and place, to resolve the material dispute. 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.





                                       11
<PAGE>   12

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.

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.




                                       12
<PAGE>   13

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 AND AUTHORIZED LINES OF
                  BUSINESS - SYSTEM ENHANCEMENT PROJECTS

When 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, fees and costs required to complete such System Enhancement Project
("Miscellaneous Fees") along with a detailed description and project plan of the
change(s) requested. IMS and Customer will mutually approve and agree in writing
to the detailed description of the project, the project plan and the estimated
completion date ("Project Completion Date") of the System Enhancement Project
prior to any work being performed by IMS.

IN WITNESS WHEREOF, the parties hereto by their respective duly authorized
representatives have executed this Agreement to be effective as of the 22nd day
of June, 2000.

"IMS":                                      "Customer":
INSURANCE MANAGEMENT SOLUTIONS, INC.        INSTANT INSURANCE HOLDINGS, INC.


By: /s/ D. M. Howard                        By: /s/ B. G. Porter
   ---------------------------------           -----------------------------
        D. M. Howard                                B. G. Porter

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

Date:   22 June 2000                        Date:   22 June 2000
     -------------------------------             ---------------------------



                                       13
<PAGE>   14

                                   SCHEDULE A

                     AUTHORIZED STATES AND INSURANCE PROGRAM

IMS shall provide Insurance Administration Services as described in EXHIBIT I,
Claim Administration Services, for the following authorized line(s) of business
("Authorized Line of Business") in the following authorized state(s)
("Authorized States"):

I.       AUTHORIZED LINE OF BUSINESS:

         Personal Automobile.

II.      AUTHORIZED STATES:

         *

III.     AUTHORIZED COMPANIES:

         Instant Auto Insurance Company


























*  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>   15

                                   SCHEDULE B

                                  FEE SCHEDULE

I.       Definitions

         The following definitions will apply throughout all Schedules, Exhibits
and Addenda to this Agreement:

         A.       "Level I Feature(s)" means a feature as set out in the tables
                  found in Sections II and III below, which was first opened on
                  a claim prior to April 1, 2000.

         B.       "Level II Feature(s)" means a feature opened by IMS as a new
                  or a re-opened feature as set out in the tables found in
                  Sections II and III below on or after April 1, 2000, and for
                  which IMS did not administer or control the corresponding
                  policy on behalf of Customer.

         C.       "Record Only" means a claim for which notice of loss is
                  received and recorded by IMS but no further action is taken.

         D.       A "feature" is any exposure opened on a claim.

II.      Claim Administration Services Fees for Level I Features

         IMS will provide the Claim Administration Services described in Exhibit
         I for Level I Features and charge Customer the rates below for each
         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                                 *

         ** IMS will review this charge at Customer's request after May 1, 2000.

         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.





*  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>   16

III.     Claim Administration Services Fees for Level II Features

         IMS will provide the Claim Administration Services described in Exhibit
         I for Level II Features and charge Customer the rates below for each
         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                                 *

         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.

IV.      In addition to the fees per coverage feature described in Section II
         and Section III above, Customer will pay IMS, for every claim file set
         up and created by IMS on or after April 1, 2000, $___*___, where the
         claim contains Level I Features, or a combination of Level I and Level
         II Features, and $___*___ where the claim contains only Level II
         Features.

V.       Additional Claims Services Fees and Terms

         The following additional fees and terms will apply to the Claim
         Administration Services provided by IMS to Customer for both Level I
         and Level II Features, and are in addition to the Services Fees
         described in Sections II, III and IV of this Schedule B:

         A.       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. The file set up fee for these claims will be
                  $___*___ for those claims where no activity was conducted on
                  the claim file prior to April 1, 2000, and $___*___ for those
                  claims where activity was conducted on the claim file prior to
                  April 1, 2000.

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

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

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

         E.       Customer will pay all claim expenses and costs, including
                  outside vendors whose fees or costs are attributable to claim
                  handling, as pass-through expenses, except the costs of police
                  reports and auto appraisals (excluding total loss
                  evaluations).

         F.       Customer will pay all claim expenses where the expense was
                  incurred but not paid prior to April 1, 2000.



*  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>   17

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

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

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

         J.       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.

VI.      Claim Feature Review

         In the event the average number of features per claim exceeds __*__,
         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.


















<PAGE>   18

                                   SCHEDULE C

                                CLAIMS STANDARDS

IMS will meet the Claims Standards described in this Schedule C in the
performance of the Claim Administration Services for Level II features only,
provided all policy and underwriting information required for proper claim
handling is timely received by IMS. Customer will provide confirmation of
coverage in the form of the policy declarations or coverage screens. The
provisions of this Schedule C will apply to services performed from the
Effective Date of this Agreement.

1.       IMS will establish a claim file case reserve within 15 Calendar Days of
         the first notice of the loss or the date of coverage confirmation, on
         90% of the new Collision, Comprehensive, Property Damage, UM/UIM
         Property Damage, Towing & Labor, Rental, and Safety Equipment features,
         received each month. IMS will establish a claim file case reserve
         within 30 Calendar Days of the first notice of the loss or the date of
         coverage confirmation, on 98% of the new Collision, Comprehensive,
         Property Damage, UM/UIM Property Damage, Towing & Labor, Rental, and
         Safety Equipment features, received each month.

2.       IMS will establish a claim file case reserve within 90 Calendar Days of
         the first notice of the loss, the claimed injury, or the date of
         coverage confirmation, on 98% of the new Bodily Injury, Personal Injury
         Protection, UM/UIM Bodily Injury, Medical Payments features, received
         each month.

3.       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.

4.       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.

5.       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.

6.       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.

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 manage rental 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. Cash out or pre-pay procedures
         will be attempted on all applicable losses. If not feasible, rental
         reimbursement will be paid where owed based on reasonable repair time
         or replacement.

9.       IMS will achieve an average score per year of 3.00 out of 4.00 with
         1.00 being the worst and 4.00 being the best 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.




<PAGE>   19

10.      IMS will conduct recorded interviews, if permission is granted, within
         15 Calendar Days (where not prohibited by local, state or other
         applicable law) of the first notice of the loss on 85% 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.

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

12.      95% of all 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.

13.      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.

14.      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.

15.      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.

16.      IMS will 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."

17.      IMS will make payment on 60% of Collision Features within 15 Calendar
         Days of feature open date and 80% within 30 Calendar Days of feature
         open date.*

18.      IMS will make payment on 50% of Property Damage Features owed within 25
         Calendar Days of feature open date and 70% Within 45 Calendar Days of
         feature open date.*

19.      IMS Claims Personnel will return telephone calls to insureds and
         claimants within 24 hours of the call's receipt.

20.      IMS will comply with all prompt payment of claims acts in all states
         (Example: Art. 21.55, TX. Ins. Code).

*Subject to review and modification after 90 days.









<PAGE>   20

                                    EXHIBIT I

                          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.       Perform all services necessary to collect subrogation or
                  salvage that may benefit Customer.
         C.       Manage claim litigation through the use of external defense
                  counsel and litigation management planning.
         D.       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.
         E.       Conduct and manage review of claim file medical records
                  utilizing IMS' internal Medical Resource Unit on all
                  applicable cases.
         F.       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.

         Customer requests the use of CAPA-certified after-market parts, on a
         limited basis where form, fit and structural integrity have been
         validated. After-market parts will not be used for structural or
         safety-related components. Non-structural after-market parts, such as
         head lamps, 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.




<PAGE>   21

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.
         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).
         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 Day). 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 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 training with respect to such proposed material
                  change or enhancement.

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.

                                AUTHORITY TABLE*

<TABLE>
<CAPTION>

                                                                    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.




<PAGE>   22

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.
         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.

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