INSURANCE MANAGEMENT AND ADVISORY SERVICES AGREEMENT
                                     BETWEEN
                   ALEXANDER INSURANCE MANAGERS (BARBADOS) LTD
                                       AND
                 MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED


THIS INSURANCE MANAGEMENT AND ADVISORY SERVICES AGREEMENT made the 1st day of
January, 1996.


BETWEEN   ALEXANDER INSURANCE MANAGERS (BARBADOS) LTD. a body corporate having
          its Principal Office at The Financial Services Centre, Bishop's Court
          Hill, St. Michael, in the Island of Barbados (hereinafter referred to
          as "the Manager").

                                OF THE FIRST PART

AND       MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED a body corporate having
          its Principal Office at The Financial Services Centre, Bishop's Court
          Hill, St. Michael, in the Island of Barbados (hereinafter referred to
          as "the Company")

                               OF THE SECOND PART


WHEREAS, the Company is based in Barbados and from such country engages in the
business of reinsurance and desires certain management, financial,
administrative and advisory services to assist it in the accomplishment of such
business; and

WHEREAS, at its offices in Barbados, the Manager maintains a staff of
professional insurance and financial executives and administrative and clerical
personnel experienced in providing such services and

WHEREAS, the Company and the Manager are desirous of entering into an agreement
whereby the Manager will render insurance management, financial, administrative
and advisory services as required by the Company.

1.   THE MANAGER agrees and covenants with the COMPANY to undertake and
     discharge the following obligations, subject at all times to the
     directions, limitations, approval or general supervision of the Company,
     the Board of Directors or such other officials of the Company as the Board
     of Directors may designate:-

     (a)  Authority to Underwrite

          On the authorisation of the Company to underwrite and accept on behalf
          of the Company or decline such reinsurance business as may be offered
          to the Company from time to time.

     (b)  Authority to Execute Underwriting Documents

          On the authorisation of the Company to sign and issue in the name of
          the Company policies and contracts of reinsurance together with such
          binders and other documents as may be required in relation to the
          conduct of the reinsurance business of the Company.

     (c)  Authority to Act on Claims Matters

          On behalf of the Company to receive claims for losses including
          recoveries, and on the authorisation of the Company to arrange to have
          provided to the Company loss adjustment services, including
          arrangements for on-site adjustments, by loss adjusters, and
          thereafter, pay all such claims including survey investigation, legal,
          and other usual fees and expenses provided that such payment shall be
          made only out of funds provided by the Company for the purpose.

     (d)  Authority to Retrocede

          On behalf and with the authorisation of the Company to effect the
          reinsurance or retrocession of risks accepted on behalf of the Company
          by the Manager.

     (e)  Maintenance of Books & Records

          To assist in maintaining on behalf of the Company, separate from the
          Manager's own books and records, such books of account showing the
          financial condition of the Company in accordance with the Exempt
          Insurance Act 1983-9 and the Companies Act 1982-54, and every
          statutory amendment of the said Acts, and in accordance with
          established accounting principles applicable to the business of
          insurance and reinsurance and to submit each year an annual balance
          sheet and statement of profit and loss to The Board of Directors and
          the auditor of the Company. The Company, or its duly authorised
          representative(s) may at any reasonable time inspect the records
          maintained on its behalf by the Manager.

     (f)  Financial and Statutory Reporting

          To prepare and make available, upon the request of the Company's
          directors, interim financial statements and other reports as may
          reasonably be required by the Company including the preparation of all
          statutory and other reports as may be required by the Barbados
          insurance and/or other regulatory authorities, including filings with
          the Securities and Exchange Commission of the United States of
          America.

     (g)  Authority to Collect and Invest Funds

          To collect, on behalf of the Company, reinsurance premiums and all
          other amounts due the Company and manage and invest Company funds
          under the Manager's control, pending transfer of available funds to
          the Investment Manager, as the Board shall from time to time appoint.

     (h)  Maintenance of Staffed Office

          To maintain a properly staffed office in Barbados to enable the due
          performance of all duties required under this Agreement.

     (i)  General Authority

          Generally to do all things necessary for the management of any
          insurance or reinsurance business which the company is or may
          hereafter be authorised to undertake.

     (j)  Maintenance of Accounts and Authority to Disburse Funds

          To maintain on behalf of the Company such bank accounts as shall be
          necessary and to make disbursements as required to pay charges and
          expenses properly incurred in the operation of the Company.

     (k)  Other Professional Service Disclaimer

          It is agreed that the Manager will not provide legal or tax counsel,
          investment advice, secretarial services or independent auditing
          services under this Agreement.

     (l)  Restriction on Services

          Except as specifically authorized by the Company, during the term of
          this Agreement and for a period of one year after it is the Manager
          agrees not to provide management or accounting services for any other
          company which, by the nature of its operations, is offering, insuring
          or reinsuring mechanical breakdown and/or extended warranty or related
          coverages on a multi-state basis in the united States of America or
          Canada, with respect to motor vehicles, sold by franchised General
          Motors dealerships. The terms of this paragraph shall apply also to
          any present or future affiliate of the Manager operating in Barbados.
          The Manager represents that it is authorized to commit to the terms of
          this paragraph on behalf of such affiliates.

     (m)  Confidential Treatment of Information

          The Manager will treat as confidential all information, from any
          source, concerning the business of the company (including information
          in all books and records referred to in paragraph 3(h), will not use
          any of it except for the purpose of performing this agreement, and
          will not divulge any of it to any persons except (i) as may be
          required in regulatory filings of which the Company has prior notice,
          and (ii) to Manager's employees who have a need to know the
          information in order to perform this Agreement and who agree to be
          bound by the terms of this paragraph. In the event the Manager or any
          of its present or former employees becomes legally compelled to
          disclose any of the information, the Manager (or such individuals, as
          the case may be) will provide the Company with prompt notice, and will
          disclose only such portions of the information which are legally
          required to be disclosed. All documents containing any such
          information will be provided to the Company upon request, subject to
          the rights of the Manager under paragraph 3(h) with respect to books
          and records maintained by the Manager. The Company shall be entitled
          to specific enforcement in the event of any breach or threatened
          breach of this paragraph, as well as to any other remedy at law or in
          equity. For purposes of this paragraph, the term "Manager" shall
          include any present or future affiliate, wherever located, of
          Alexander Insurance Managers (Barbados) Ltd., which represents that it
          is authorized to commit to the terms of this paragraph on behalf of
          such affiliates. Company data shall not be disclosed to any affiliate
          of the Manager operating in Bermuda except on conditions satisfactory
          to the Company. The Manager's obligations under this paragraph shall
          survive termination of this Agreement.

2.   The COMPANY agrees and covenants with the MANAGER to undertake and
     discharge the following obligations:-

     (a)  General Authority

          To provide sufficient information and instructions to enable the
          Manager to perform all its duties set out in this Agreement and to
          prompty comply with any requests by the Manager for information,
          instructions, or requests for approval.

     (b)  Ratification of Actions

          To review, and where appropriate, approve or ratify the performance of
          reasonable actions taken on behalf of the Company, and the forms of
          any documents and contracts arising therefrom, pursuant to the terms
          of this Agreement.

     (c)  Investment Disclaimer

          To be responsible and have sole responsibility for investment
          decisions, notwithstanding any advice which may be given by the
          Managers.

     (d)  Managers Fees

          To pay the Manager a fee, the amount and basis of which shall be
          mutually agreed by the Company and the Manager and which may be
          revised from time to time by endorsement to this Agreement.

     (e)  Indemnification

          To indemnify and defend and keep indemnified the Manager against all
          costs, expenses, claims, demands and liabilities for which the Manager
          and its directors, officers, employees and agents may become liable
          and against all actions, suits, proceedings, claims or demands of any
          nature whatsoever which may be taken or made against the Manager or
          which may be incurred or which may arise directly or indirectly by
          reason of the provision of services under this Agreement or by reason
          of anything done or omitted to be done in relation thereto except as
          same may relate to acts of fraud, negligence, contractual breach by
          default and/or criminal activity by the Manager.

3.   It is mutually agreed and covenanted between the MANAGER and the COMPANY
     that:-

     (a)  Effective Date

          This Agreement shall be effective from January 1, 1996 replacing as of
          that date in its entirety the previous agreement between the Manager
          and the Company made as of June 13, 1986.

     (b)  Term

          This Agreement shall be continuous until termianted by ninety days
          written notice from one party to the other.

     (c)  Continuance of Underwriting Contracts on Termination

          Termination of this Agreement shall not be deemed to effect the
          termination, prior to expiration of their contract terms of any
          policies and binders of insurance and reinsurance effected prior to
          the date of termination of this Agreement.

     (d)  Contractual Liability on Termination

          Termination of this Agreement shall not relieve either party of
          liability for performance of any obligations imposed upon said party
          with respect to business entered into pursuant to this Agreement,
          which have not been performed at the time of termination, provided
          that the Manager shall be reimbursed in full for services rendered and
          expenses incurred subsequent to the effective date of termination
          under such terms and conditions as may be agreed upon by both parties
          to ensure the proper and timely completion of their obligations under
          this contract.

     (e)  Automatic Termination Clause

          Anything to the contrary in this Agreement notwithstanding, it shall
          be automatically terminated without notice by insolvency,
          receivership, bankruptcy or liquidation of either party.

     (f)  Limitations on Manager's Authority

          The Manager shall have no power to enter into any contract on behalf
          of Company unless specifically authorised by Company to do so.

     (g)  Professional Conduct of Manager

          All services performed by the Manager under this agreement shall be
          performed in a manner consistent with that level of care and skill
          ordinarily exercised by professionals providing such services in the
          insurance industry. However, the Manager and its directors, officers,
          employees and agents (including any person provided by the Manager to
          the Company to serve as an officer and/or Director of the Company)
          shall not be liable to the Company for any acts and/or omissions in
          the conduct of their duties hereunder, except as same may constitute
          fraud, negligence, contractual breach by default and/or criminal
          activity.

     (h)  Ownership of Books and Records

          All books and records of the Company shall remain the property of the
          Company and shall be delivered promptly to the Company, or its
          designee following any termination of this Agreement; provided always
          that the Manager shall have the right to maintain copies of such books
          and records maintained by it and shall have the right at any time
          within six years after any termination of this Agreement to inspect
          such books and records and to make copies thereof or extracts
          therefrom.

     (i)  Development System Software

          The Company and the Manager agree that in the event of termination of
          this Agreement the Company shall have the right to continued use of
          the development system software. The Company shall be responsible for
          the provision of operating system software and appropriate hardware
          for the purposes of operating the development systems software. In
          consideration for the provision of the development system software and
          such related user manuals as may be available at the time of
          acquisition the Company shall pay to the Manager an amount equal to
          10% of fees paid to the Manager during the 24 months prior to the
          termination date under this contract provided that such amount shall
          not be less than US$40,000. Ownership of, title to and all rights in
          and to the Programs and the Documentation including copyright and any
          other proprietary right, shall at times remain with the manager,
          except that, enhancements made and used solely for the Company, shall
          become proprietary to the Company, and shall not be used by the
          Manager relative to any other client without the prior consent of the
          Company. Except for proprietary enhancements, the Company agrees not
          to market, distribute or otherwise allow access to the operating
          software, other than its support staff or technology support vendor.

     (j)  Assignment of Agreement

          This Agreement shall inure to the benefit of, and be binding upon the
          parties hereto and shall not be assignable by either party without the
          written consent of the other.

     (k)  Governing Law

          This Agreement shall be governed and construed under the laws of
          Barbados and the parties hereby agree to submit to the non-exclusive
          jurisdiction of the Courts of Barbados.

     (l)  Execution of Agreement

          This Agreement may be executed in one or more counterparts, each of
          which shall be deemed to be an original, but all of which together
          shall constitute one and the same instrument.

     (m)  Professional Indemnity Insurance

          The Manager shall at all times during the term of this Agreement
          maintain:

          (i)  An errors and omissions insurance policy issued by an insurer
               reasonably acceptable to Company in an amount not less than
               U.S.$5,000,000; and

          (ii) A fidelity bond, issued by a company reasonably acceptable to
               Company, providing coverage for all officers and other employees
               of the Manager and its affiliates (including "money and
               securities" coverage) in an amount not less than U.S.$1,000,000.

     (n)  Manager's Indemnification

          The Manager agrees to hold harmless and indemnify the Company for
          losses arising out of fraud, negligence reckless conduct or criminal
          activity of its employees and affiliates' employees in performing
          services on behalf of Company under this Agreement.

     (o)  Arbitration

          (i)  It is the intention of the Company and the Manager that the
               customs and practices of the insurance industry shall be given
               full effect in the operation and interpretation of this
               Agreement. The parties agree to act in all things with the
               highest good faith. If the Company and the Manager cannot
               mutually resolve any dispute that arises out of or relates to
               this Agreement, whether such dispute arises before or after
               termination of this Agreement, the disputes shall be decided
               through arbitration.

         (ii)  This Agreement and the performance of the parties hereunder
               shall be interpreted, construed and enforced in accordance with
               the laws of Barbados. The arbitrators shall consider this
               Agreement as an honourable engagement rather than as a mere legal
               obligation and they shall reach their decision from the
               standpoint of equity and the customs and practices of the
               insurance industry rather than solely from the standpoint of a
               strict interpretation of the applicable substantive and
               procedural law.

        (iii)  In initiating arbitration, either the Company or the Manager
               shall notify the other in writing of its desire to arbitrate,
               stating the nature of its dispute and the remedy sought. The
               party to which the notice is sent shall respond to the
               notification in writing within ten (10) working days of its
               receipt. At that time, the party also shall assert any dispute it
               may have that arises out of or relates to this Agreement.

         (iv)  The arbitration hearing shall be before a panel of three (3)
               arbitrators, each of who must be a present or former officer of a
               property, casualty insurance company, other than the Company or
               the Manager or either's affiliates. The Company and the Manager
               shall each appoint one arbitrator by written notification to the
               other within twenty-five (25) days of the date of the mailing of
               the notification initiating the arbitration. These two (2)
               arbitrators shall then select the third arbitrator within
               fourteen (14) days after their selection. Should either the
               Company or the Manager fail to appoint an arbitrator, or should
               the two (2) arbitrators be unable to agree upon the choice of a
               third arbitrator, such appointment shall be left to the then
               current President of the Barbados Bar Association. Once selected,
               the arbitrators are to decide all substantive and procedural
               issues involved by a majority of votes.

          (v)  The arbitration hearing shall be held on the date fixed by the
               arbitrators in the city of Bridgetown, Barbados, unless some
               other location is mutually agreed on by the parties. In no event
               shall this date be later than three (3) months after the
               appointment of the third arbitrator. The arbitrators shall
               establish pre-arbitration procedures as warranted by the facts
               and issues of the particular case. Within twenty (20) days after
               the end of the arbitration hearing, the arbitrators shall issue a
               written award, from which there shall be no appeal and which any
               court having jurisdiction of the subject matter and the parties
               may reduce to judgement.

         (vi)  In their award, the arbitrators shall apportion the costs of
               arbitration including, but not limited to, their own fees and
               expenses, as they deem appropriate.


IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their officers or agents thereunto truly authorised as of the day and year first
here and before written.


Signed On Behalf of:

ALEXANDER INSURANCE MANAGERS (BARBADOS) LTD.


By:      s/Ronald W. Jones
         Ronald W. Jones
Title:   Managing Director
Date:    March 19, 1997


Signed on Behalf of:

MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED


By:      c/Peter R.P. Evelyn
         Peter R.P. Evelyn
Title:   Director
Date:    March 19, 1997


               INSURANCE MANAGEMENT & ADVISORY SERVICES AGREEMENT
                                     BETWEEN
                  ALEXANDER INSURANCE MANAGERS (BARBADOS) LTD.
                                       AND
                 MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED

                                ENDORSEMENT NO: 1

                             Reference Section 2 (e)

ROUTINE OPERATIONS

Effective January 1, 1996 the fee payable to the Manager for services provided
under the contract in relation to day to day operations considered to be in the
normal course of business will comprise a fixed and variable component payable
monthly in arrears excluding reimbursable out-of-pocket expenses.

Fixed Fee      US$70,000 per annum or US$5,833.33 per month.

Variable Fee   US$530 per annum per issued and outstanding series of
               Participating Stock or US$44.17 per month per issued and
               outstanding series of Participating Stock.

Effective January 1, 1996 the number of series of Participating Stock in the
Company was 245.

The fees outlined above will cover all normal day to day activities and
reporting requirements of the Company as follows:

(1)  Quarterly financial & SEC reporting including production and distribution
     of Shareholder Statements.

(2)  Annual financial and SEC reporting including production and distribution of
     Shareholder Statements, preparation and distribution of IRS Form 5471
     income tax returns and preparation of audit file providing assistance to
     auditors in the performance of their duties.

(3)  Coordination and preparation of material relevant to the efficient
     operation and execution of the Company's AGM and Board of Directors
     meetings held in conjunction therewith, and attendance at such meetings.

(4)  Execution of such documents as may be required to be filed by the Company
     in relation to SEC and State filing compliance.

(5)  Preparation and distribution of annual dividend cheques.

(6)  Generally reporting to all enquiries for information and/or reports
     relevant to the above.

SPECIAL PROJECTS

With respect to special projects, defined as projects which are typically
non-recurring and not in the normal course of day to day operations (e.g.
defining, programming and testing of changes to shareholder statements, Board or
Shareholder meetings not forming part of the annual meetings, work related to
review and/or changes in outside service providers, work related to changes in
MIC cession information, etc.) then the Company and the Manager will act in good
faith to determine an appropriate budget and/or fee relative to such projects
which shall be approved by the Company prior to commencement of work by the
Manager.

For the purposes of calculating fees relative to special projects the following
hourly charge out rates will apply.

          Senior Account Executives                   US$125
          Assistant Accountant Executives             US$ 80
          Secretarial / Support Staff                 US$ 45

Reimbursable out-of-pocket expenses will include all costs such as telephone,
telex, telecopier, postage, printing, stationery, travel and any other such
expenses incurred by the Manager on behalf of the Company as may be agreed with
the company from time to time.


Signed On Behalf of:

ALEXANDER INSURANCE MANAGERS (BARBADOS) LTD.


By:      s/Ronald W. Jones
         Ronald W. Jones
Title:   Managing Director
Date:    March 19, 1997


Signed on Behalf of:

MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED


By:      s/Ronald W. Jones
         Peter R.P. Evelyn
Title:   Director
Date:    March 19, 1997