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                                                                    Exhibit 10.3


                         DEVELOPMENT SERVICES AGREEMENT


         THIS DEVELOPMENT 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 it's meaning both Instant
and Instant Auto.

         WHEREAS, Customer wishes to engage the services of IMS to provide
certain development services to Customer, and

         WHEREAS, IMS wishes to provide such 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.       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).

C.       "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.

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

E.       "Development Services" means the services set forth in this Agreement
         and EXHIBIT I hereto in accordance with the terms of the Agreement,
         and all applicable laws and regulations.

F.       "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.



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ARTICLE II.       TERM

A..      The term of the Agreement ("Term") shall commence on the Effective
         Date and shall terminate when the Development Services described in
         EXHIBIT I are completed. In the event all services described in
         EXHIBIT I are not completed within 120 days of the Effective Date, the
         terms of SCHEDULE A. II will apply.


ARTICLE III.      RESPONSIBILITIES OF IMS

A.       IMS shall dedicate the human, equipment and computer resources
         commercially reasonably required to provide Customer with the
         Development Services, during the term of this Agreement.

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 Development Services under this Agreement. The
         Account Manager shall provide written and oral communication of the
         status of administration of the Development Services as agreed to by
         and between Account Manager and Customer.


ARTICLE IV.       RESPONSIBILITIES OF CUSTOMER

A.       During the term of this Agreement, 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
         Development Services specified in EXHIBIT I of this Agreement.
         Customer acknowledges and agrees that delays in delivery of required
         documentation, data and/or information by Customer will result in a
         similar delay in performing Development Services, and that such a
         delay in performing the Development Services shall not be deemed a
         breach of the Agreement, and the penalties described in SCHEDULE A.II
         of this Agreement will not apply.

B.       CUSTOMER ACKNOWLEDGES AND AGREES THAT IMS ASSUMES NO INSURANCE RISK
         UNDER THIS AGREEMENT.

C.       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 Development 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 IMS and Customer records and information (excluding,
         specifically, proprietary IMS' technical design information)
         reasonably necessary to: (i) audit the completeness and accuracy of
         the Development 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. 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, using a copy service of Customer's choice,
         Customer will be permitted to copy those IMS records subject to audit
         in accordance with this Article.

         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




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         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.

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 Development 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 Development 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(R)documentation (including
         presentation, matrices, billing guides), `The eCoverage Report',
         discount flow charts, network diagram, 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 Development 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 Development 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 of Recipient,
         agents and representatives, 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 Development 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 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 Development Services as described
         herein, Customer shall pay IMS fees and expenses (collectively
         "Development Fees"), as specified in SCHEDULE A.

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 Development Services rendered hereunder,
         including, but not limited to, sales, use, and personal property
         taxes, or any other form of tax based on Development 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.

D.       Subject to the terms of this Agreement, all fees and expenses to be
         payable by Customer to IMS shall be paid pursuant to the terms of
         SCHEDULE A. Customer's failure to pay all fees and expenses when due
         shall be considered a material breach of this Agreement.




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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 any IMS/IAIEC, 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 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/IAIEC") 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/IAIEC" and shall constitute the sole and exclusive property of
         Customer, including source code, object code, databases, tables and
         documentation. 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/IAIEC".
         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, and
         Rating Engine Module are IMS/IAIEC,. 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 (not specifically designed or developed for
         Customer pursuant to the terms of this Agreement and not specifically
         marked "IMS/IAIEC") 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/IAIEC.

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/IAIEC is designed
         to work with the Proprietary System and that the IMS/IAIEC 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,




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         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.

ARTICLE VIII.     TERMINATION

A.       This Agreement will terminate at the end of the Term.

B.       This Agreement may also terminate prior to the end of the Term:

         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 ten (10) 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 ten (10) 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 IMS has
                  provided Customer not less than sixty (60) days advance
                  written notice of the proposed Change of Control; or




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         f)       at the election of IMS, upon written notice to Customer, in
                  the event of a Change of Control of Customer unless 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.




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D.       On expiration or termination of this Agreement, IMS shall return to
         Customer all of Customer's information, either in electronic or hard
         copy form, in IMS' possession and delete any electronic copies thereof
         related to the Development 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' Confidential Information. Customer
         shall pay IMS (in accordance with SCHEDULE A then in effect) any and
         all Service Fees, miscellaneous fees and third party fees due IMS for
         Development Services performed prior to the termination date of this
         Agreement.


ARTICLE IX.       WARRANTIES AND COVENANTS

IMS covenants that: (a) all Development Services shall materially conform to
the descriptions set forth in EXHIBIT I of this Agreement; (b) all Development
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 Development 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 Development 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 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
                  Indemnitees") 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, Inc., or any of
                  its affiliates or subsidiaries.




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

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 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 Development 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 Development 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 Development 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 Development Services 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.




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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 addenda attached
         hereto, contain 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.




                                      10
<PAGE>   11

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 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.




                                      11
<PAGE>   12

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.

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.


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

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

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




                                      12
<PAGE>   13

SCHEDULE "A"   -    FEE SCHEDULE

EXHIBIT I      -    DEVELOPMENT SERVICES



<PAGE>   14

                                   SCHEDULE A
                                  FEE SCHEDULE



I.       Fees

         Customer will pay IMS $____*____ for the Development Services
         described in EXHIBIT I of this Agreement, to be paid to IMS as
         follows:

         o    $____*____ due upon execution of this Agreement

         o    $____*____ due upon completion by IMS and delivery to Customer of
              the Development Services described in EXHIBIT I.

         o    $____*____ due thirty (30) days after live production.


II.      Penalty for Late Completion

         In the even the Development Services described in EXHIBIT I are not
         completed within 120 days from the Effective Date of this Agreement,
         the amount due from Customer to IMS will be reduced by $____*____ per
         week for each week beyond 120 days from the Effective Date.



*  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

                                   EXHIBIT I
                              DEVELOPMENT SERVICES


I.       Definitions

         A.       Phase I - Project segment to result in Customer's Automobile
                  Insurance Internet Site ("The Site") being functional in one
                  (1) state for quoting, policy issuance, policy inquiry,
                  policy payments, and on-line chat.

         B.       Phase II - Project segment to result in The Site being
                  functional in five (5) states for quoting, policy issuance,
                  policy inquiry, policy payments, on-line chat, Internet
                  Customer Affinity Programs, and business to business
                  interfaces.

II.      Services

         IMS will perform the following Development Services on Customer's
         behalf. Completion of the tasks listed below will result in the
         following functionality in support of Phase I and Phase II of The
         Site:

         A.       Interfaces not common to Customer's Instant Rater

         B.       Interfaces for Policy Inquiry

         C.       Interfaces for Payments

         D.       Interfaces for Policy Issuance

         E.       Interfaces for Quoting