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                                FLOOD INSURANCE
                         FULL SERVICE VENDOR AGREEMENT

                          Entered into by and between

                       FIRST COMMUNITY INSURANCE COMPANY
                           Santa Barbara, California

                                      And

                      INSURANCE MANAGEMENT SOLUTIONS, INC.
                            St. Petersburg, Florida

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                                FLOOD INSURANCE
                         FULL SERVICE VENDOR AGREEMENT
                               (the "Agreement")

                          Entered into by and between

                       FIRST COMMUNITY INSURANCE COMPANY
                     (Hereinafter referred to as "Company")
                           Santa Barbara, California

                                      and
                      INSURANCE MANAGEMENT SOLUTIONS, INC.
                   (Hereinafter referred to as the "Vendor")
                            St. Petersburg, Florida

                         This 3rd day of January, 2003

WHEREAS, as more fully described in Article I.A. below, Company is party to
that certain Stock Purchase Agreement dated as of October 4, 2002 (the "FCIC
Stock Purchase Agreement"), by and among Bankers Insurance Group, Inc. ("BIG"),
Company and Fidelity National Financial, Inc. ("FNF"), whereby, among other
things, FNF intends to acquire the capital stock of Company from BIG (the "FNF
Transactions");

WHEREAS, FCIC is a licensed property/casualty company participating in the
National Flood Insurance Program ("NFIP") Write Your Own ("WYO") Program of the
Federal Insurance Administration ("FIA") of the Federal Emergency Management
Agency ("FEMA");

WHEREAS, the Vendor is in the business of providing flood insurance
administrative and related services with respect to the business of flood
insurance; and

WHEREAS, effective in the event and only upon the consummation of the FNF
Transactions, (i) Company desires to contract with the Vendor to provide flood
insurance administrative and related services pursuant to the terms and
conditions set forth herein, and (ii) Company and Vendor desire to remove
Company as a party from that certain Insurance Administration Services
Agreement dated as of October 1, 2001, by and among Vendor, Bankers Insurance
Company, Bankers Security Insurance Company and Company, as amended (the "Old
Company Agreement");

NOW THEREFORE, in consideration of the mutual representations, covenants and
agreements, the parties hereto, intending to be legally bound, do hereby agree
as follows:

ARTICLE I - CONDITION PRECEDENT

A.       In connection with the FNF Transactions, FNF and certain of its
         affiliates (collectively, "Fidelity") have entered into agreements
         with BIG and certain of its affiliates (collectively, "Bankers')
         related to a series of transactions, pursuant to which, among other
         things, Fidelity is acquiring (i) all of the capital stock of Company,
         and (ii) the renewal rights to the in-force NFIP flood insurance
         policies of Bankers (the "Bankers NFIP Policies") and certain assets
         related thereto. The consummation of the FNF Transactions are subject
         to certain conditions,

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         including, without limitation, the execution by Company and Vendor of
         this Agreement, pursuant to which Company is engaging Vendor to
         administer all of Company's NFIP flood insurance policies, including,
         without limitation, all (i) Company renewals of the Bankers NFIP
         Policies, and (ii) any other books of NFIP flood insurance policies
         acquired or otherwise obtained by FNF and its affiliates through new
         agent relationships or through a stock purchase, merger, asset
         purchase (including renewal rights purchase) or other change of
         control transaction with a non-affiliate of FNF (collectively,
         "Acquired NFIP Policies").

B.       Company and Vendor expressly acknowledge and agree that the
         effectiveness of this Agreement is conditioned in its entirety upon
         the consummation of the FNF Transactions. In such event, this
         Agreement (i) shall be deemed to be effective as of the date of the
         consummation of the FNF Transactions (hereinafter, the "Effective
         Date"), and (ii) with respect to Company and Vendor only, supersedes
         and replaces in its entirety the Old Company Agreement as of the
         Effective Date. All representations, warranties, covenants and all
         other rights and obligations set forth in this Agreement shall be
         deemed to have been made and or shall commence as of the Effective
         Date.

C.       For purposes of clarity, Company and Vendor expressly acknowledge and
         agree that if the FNF Transactions are not consummated, then (i)
         neither party shall have any obligation to the other under this
         Agreement, (ii) this Agreement shall become null and void and of no
         force or effect, and (iii) the Old Company Agreement shall remain in
         full force and effect.

ARTICLE II - REPRESENTATIONS AND WARRANTIES.

A.       Each of Company and Vendor hereby represents and warrants to the other
         party that (i) it is a corporation duly incorporated, validly existing
         and in good standing (or of active status) under the laws of the
         jurisdiction of its incorporation, (ii) it is qualified, licensed or
         domesticated as a foreign corporation in all jurisdictions where such
         qualification, license or domestication is required to conduct its
         business in the manner and at the places presently conducted, and
         (iii) it has full power and authority (corporate and other) to carry
         on its business as presently conducted and as proposed to be conducted
         pursuant to this Agreement, except in the case of clauses (ii) and
         (iii) where such failure or failures, individually or in the
         aggregate, to be qualified, licensed or domesticated or to have full
         power or authority would not have a material adverse effect on the
         ability of such party to perform its obligations under this Agreement.
         Each of Company and Vendor hereby represents and warrants to the other
         party that it has all requisite corporate power and authority to
         execute and deliver this Agreement, to perform its obligations
         hereunder and to consummate the transactions contemplated hereby. Each
         of Company and Vendor hereby represents and warrants to the other
         party that the execution, delivery and performance by it of this
         Agreement and the taking by it of any other action contemplated by
         this Agreement will not result in any violation or be in conflict with
         or constitute a breach or default (with or without notice or lapse of
         time or both) under its certificate of incorporation or by-laws or any
         applicable law, rule, regulation, judicial order or agreement, except
         for such violations, conflicts, breaches or defaults which,
         individually or in the aggregate, would not be reasonably expected to
         have a material adverse effect on the ability of such party to perform
         its obligations under this Agreement.

B.       Vendor hereby represents and warrants that all confidential
         information, patents, copyrights, trademarks, service marks, trade
         names, trade secrets, licenses, computer programs, computer software,
         computer software data bases, technology and other proprietary rights
         and


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         processes utilized by Vendor to render the Services under this
         Agreement (collectively, the "Proprietary Systems") are (i) either
         owned by Vendor or used by Vendor under valid rights held by Vendor,
         and (ii) to the extent owned by Vendor, do not infringe in any
         material respect upon, and or are not infringed in any material
         respect by, the rights of any third person or entity.

ARTICLE III - AUTHORITY OF VENDOR

A.       Company hereby retains Vendor in accordance with the terms and
         conditions of this Agreement to supervise and administer the WYO Flood
         Insurance Program ("WYO Program") of Company in the states listed on
         attached Schedule A.

B.       Company hereby grants authority to Vendor to act for and on behalf of
         Company in matters required for Vendor to properly supervise and
         conduct the handling of the aforesaid flood insurance business,
         including (but not by way of limitation) the authority to collect and
         remit premiums, process applications and other forms, issue policies,
         and process claims all in a manner consistent with, pursuant to, and
         as authorized or required by this Agreement and the provisions of the
         National Flood Insurance Act of 1968, as amended, the Flood Disaster
         Protection Act of 1973, as amended, and the regulations issued by the
         National Flood Insurance Program ("NFIP") administered by the Federal
         Insurance Administration ("FIA") and the terms of the
         Financial/Subsidy Arrangement as may be amended from time to time (the
         "Arrangement") between FEMA and Company. The Arrangement and all
         related guidelines and procedures as issued by the NFIP, FIA and FEMA
         are incorporated herein by reference. Any revised version of the
         Arrangement and all related guidelines and procedures promulgated in
         the future by the NFIP, FIA and FEMA shall be understood to be
         incorporated herein for the applicable time period.

C.       Vendor hereby accepts such appointment, and the grant of power and
         authority, and agrees to carry out the resulting duties and
         responsibilities in a professional manner and in accordance with
         industry standards in order that Vendor may satisfy all duties and
         obligations to (i) Company under this Agreement, and (ii) FEMA and FIA
         as set forth under the Arrangement and all related guidelines and
         procedures.

D.       Vendor hereby covenants and agrees that it shall comply with all
         applicable laws, regulations, rules, and requirements relating to the
         performance of its obligations hereunder.

ARTICLE IV - SCOPE OF SERVICES

A.       Company engages Vendor to provide it with, and Vendor accepts such
         engagement and agrees to perform, those services described below
         (collectively the "Services") in connection with Company's
         administration of its WYO Program to existing or future clients and to
         comply with all of those policy administration, claim processing,
         accounting, and reporting obligations required of Company in the
         Arrangement. Vendor shall perform all such Services on behalf of
         Company in accordance with the terms and conditions of this Agreement
         and the Arrangement in those states listed in Schedule A, attached. In
         general, the Services to be performed by Vendor shall include:

         1.       Administer on behalf of Company the WYO Program in accordance
                  with the terms of this Agreement, the Arrangement and the
                  rules and regulations promulgated from time to time by FEMA
                  and FIA;


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         2.       Service flood insurance claims as provided herein;

         3.       Prepare and file all reports as required by the WYO Program.
                  These reports shall be prepared in accordance with this
                  Agreement and the WYO Program. In addition, subject to the
                  terms and conditions of this Agreement, Vendor shall control,
                  receive, deposit, and disburse all funds received in
                  connection with Company's WYO Program;

         4.       Perform all Services within the time frames mandated by the
                  Arrangement and to the highest quality utilized in the
                  insurance and data processing industries.

         5.       Perform all Services in accordance with the Service Level
                  Agreement attached hereto as Schedule B. Without in any way
                  limiting the generality of the foregoing, the Services to be
                  performed by Vendor on behalf of Company hereunder shall
                  specifically include:

                  a.       Underwriting:
                           1.       Review WYO Policy application for
                                    completeness and contact Agent as
                                    applicable;
                           2.       Create WYO Policy file; and
                           3.       Underwriting based on NFIP guidelines.

                  b.       Data Entry:
                           1.       New WYO Policy business;
                           2.       WYO Policy changes;
                           3.       Mortgagee changes;
                           4.       WYO Flood insurance Agent changes;
                           5.       Endorsements
                           6.       Cancellations; and
                           7.       Reinstatements.

                  c.       WYO Policy Issuance:
                           1.       WYO Policy for new business, renewals and
                                    endorsements where declaration page
                                    issuance is required;
                           2.       WYO Policy Renewal processing;
                           3.       WYO Policy automated rating; and
                           4.       WYO Policy print declarations and related
                                    WYO Policy forms.

                  d.       Billing & Collection.
                           1.       Print invoices, reminders, cancellation
                                    notification, and return WYO Policy premium
                                    disbursements;
                           2.       Mortgage activity processing;
                           3.       EFT processing; and
                           4.       Process cancellations for non-payment.

                  e.       Customer Service.
                           1.       Provide a dedicated customer service support
                                    call center;
                           2.       Respond to Company's WYO Policyholder and
                                    WYO flood insurance sales Agent telephone
                                    inquires;
                           3.       Process requests for WYO Policy changes;


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                  4.       Respond to correspondence related to WYO Policy and
                           WYO Policy claim administration services; and
                  5.       Track and respond to complaints related to WYO
                           Policy and/or WYO Policy claim administration
                           services; Vendor customer service hours of operation
                           8:00 a.m. to 8:00 p.m. Eastern Time ("ET") every
                           business day except where noted.

         f.       Bureau Reporting.
                  1.       Process and balance WYO Policy premium and WYO
                           Policy loss data;
                  2.       Edit and correct invalid data;
                  3.       Prepare and mail Bureau transmittals;
                  4.       Provide on-going regulatory changes; and
                  5.       Maintain WYO Policy history files.

         g.       Accounting Administration/Premium.
                  1.       Posting, balancing, and control of WYO Policy
                           premium receivable; and
                  2.       Issuance, control and accounting for disbursements
                           for WYO Policy premium refunds.

         h.       Financial Accounting.
                  1.       Issuance, control and accounting for disbursements
                           for general expenses;
                  2.       Day-to-day management of short term cash;
                  3.       Provide reasonable and customary financial
                           management reports;
                  4.       Calculate and disburse to the Company's agents on a
                           monthly basis the commission payable; and
                  5.       Provide Internal Revenue Service reporting tax
                           information to agencies reflecting commission paid
                           in connection with the issuance of flood insurance
                           policies under the WYO Program.

         i.       Treasury.
                  1.       Receive and post WYO Policy payments;
                  2.       Issuance, control and accounting for disbursements
                           of WYO Policy premium related expenses;
                  3.       Bank reconciliation of WYO Policy premium
                           disbursements;
                  4.       OCR WYO Policy payment processing; and
                  5.       Mortgagee billing.

         j.       Print & Distribution Services.
                  1.       Automated document library;
                  2.       Electronic document assembly;
                  3.       Electronic document archival/retrieval;
                  4.       Automated finishing/insertion facility;
                  5.       Document Imaging;
                  6.       Mail pre-sort facility; and,
                  7.       Mailing WYO Policy, WYO Policy billings and WYO
                           Policy renewals.

         k.   System Administration.
                  1.       Company will have access through the Internet
                           utilizing the Policy Inquiry System and pre-written
                           or requested query reports all available online


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                  2.       Process daily, weekly, monthly, and annual cycles;
                  3.       Full Internet processing capabilities;
                  4.       Vendor shall modify all software/internet processing
                           to include as soon as practical but no later than 45
                           days prior to such mandated change, any addition,
                           deletion or change to the WYO Requirements;
                  5.       Notify company of any modifications to its software
                           that may serve to reduce in a materially adverse
                           manner the services that are being provided to the
                           company by vendor;
                  6.       Provide rating disk software as required from the
                           date of the executed contract; and
                  7.       Vendor will use commercially reasonable efforts to
                           provide interface capabilities with specified
                           primary agency management systems.

         l.       Agency Administration
                  1.       Agent of record assignment and control
                  2.       1099 reporting
                  3.       Maintenance of agency files.

C.       CASH MANAGEMENT.

         1.       Banking Arrangement. Vendor and Company shall establish a
                  banking arrangement that complies with the Arrangement and
                  other WYO Flood program requirements, and which will provide
                  for the establishment of an NFIP restricted account
                  ("Restricted Account") with FEMA as custodian, and a FEMA
                  letter of credit ("Letter of Credit"), with additional
                  accounts as needed to facilitate WYO Flood Program
                  operations, all in conformity with FEMA/FIA guidelines.
                  Company shall grant specific Vendor' employees check-signing
                  authority on any Restricted Account and the authority to
                  initiate appropriate drawdowns against Company's Letter of
                  Credit, in order for Vendor to act on Company's behalf in
                  making disbursements for Company liabilities established by
                  the Arrangement, the WYO Flood Program, and this Agreement.
                  All such authorizations shall be in writing and may be
                  revoked, amended or modified at any time by Company upon
                  thirty (30) days advanced written notice to Vendor.

         2.       Premium Remittance. Vendor shall establish procedures, as
                  determined by FEMA, for a timely deposit and remittance of
                  funds to the U.S. Treasury via authorized automatic
                  clearinghouse (ACH) mechanism. Gross premium collected by
                  Vendor, for WYO Flood program business written under this
                  Agreement, shall be remitted to FEMA by Vendor net of the
                  established NFIP Expense Allowance. ("Allowance"), which
                  Allowance expenses to be paid under the Allowance include
                  Company's operating and administrative expenses.

         3.       Financial Data. Vendor shall maintain supporting
                  documentation for all bank accounts over which it has
                  authority and which relate to the Services performed by
                  Vendor under this Agreement. On a monthly basis, Vendor shall
                  prepare financial data, reflecting all debits and credits
                  with respect to WYO Flood Program business administered under
                  this Agreement, including Vendor's Service Fees paid.

         4.       WYO Flood Program Reimbursements. Any WYO Flood Program
                  reimbursements made pursuant to the Arrangement, including,
                  but not limited to, those for the unallocated loss
                  adjustments expenses, the allocated loss adjustments, and for
                  approved special allocated


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                  loss adjustments expenses, Vendor's share shall be payable to
                  Vendor upon receipt by Company.

         5.       Marketing Goals. Company shall maintain responsibility for
                  any risk, or shall be entitled to any reward, that may be
                  associated with achieving or failing to achieve any marketing
                  goal set by FEMA.

D.       CLAIM ADMINISTRATION. Vendor shall provide claims administration in
         accordance with the Arrangement, the WYO Financial Control Plan and
         this Agreement, which claims administration processing services are
         outlined below. Any litigation costs not reimbursed by FEMA shall be
         the responsibility of Company, as long as such litigation fees are
         approved by Company prior to being incurred (which consent shall not
         be unreasonably withheld, delayed or conditioned). Vendor may also
         rely on the information and direction contained in the WYO Flood
         Program Claims Manual, the FEMA Adjuster Manual, the Flood Insurance
         Agent's Manual, the Standard Flood Insurance Policy, the WYO
         Operational Overview, and/or other WYO Flood Program instructional
         material.

         1.       Claim Management Facilitation.
                  a.       Twenty-four (24) hour reporting capability, first
                           notice of loss, coverage verification and WYO Policy
                           claim;
                  b.       Investigation of WYO Policy claim;
                  c.       Fast track unit;
                  d.       Reinspection and audit;
                  e.       Claims handling standards/best practices;
                  f.       Claim check issuance;
                  g.       Management reports;
                  h.       WYO Policyholder satisfaction surveys;
                  i.       Special Investigation Unit ("SIU") services;
                  j.       Salvage & subrogation claim processing;
                  k.       Litigation support.

         2.       Catastrophe Preparation and Response.
         a.       Preparedness by developing media reference guides and
                  notices, adjuster workshops, and training manuals; provide
                  storm tracking; reserve equipment and supplies; establish
                  procedures;
         b.       Response in case of a catastrophic event by establishing and
                  staffing satellite service centers; automating the
                  distribution of claims to adjusters; internal
                  examinations/external reinspections;
         c.       Recovery by providing management reports, audit/reinspection
                  program, SIU and oversight operations.

E.       ADJUSTING FIRM. Vendor's subsidiary, Colonial Claims Corporation, will
         be the authorized adjusting firm ("Adjusting Firm") for all claims
         adjusting work on behalf of Company, unless otherwise mutually agreed.
         Company retains the right to require Vendor to utilize an alternative
         adjusting firm for specified agents, but only if such agents
         specifically request an alternate adjusting firm.

F.       DISASTER RECOVERY PLAN. Vendor shall perform its full range Disaster
         Recovery Plan on an annual basis. Company shall have the right to
         observe the Disaster Recovery Plan at its own expense, provided that
         it has requested in writing to participate within thirty (30) days of
         planned execution.


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G.       STATISTICAL REPORTING. Vendor shall maintain Company's data within
         Vendor's policy claims and general ledger systems. Vendor shall
         prepare and submit to FEMA, monthly financial and statistical reports,
         reconciliation reports, certifications, and statistical tapes on
         Company's behalf, in accordance with WYO Flood Program Accounting
         Procedures and the Transaction Record Reporting and Processing Plan
         ("TRRP Plan").

H.       OTHER SERVICES.

         1.       Audit. At Company's expense and at Vendor's premises, Vendor
                  shall host a biennial audit of any and all WYO Flood Program
                  business written by Company pursuant to this Agreement.
                  Vendor and Company shall mutually agree upon an independent
                  auditor and Vendor shall present the expense estimate for the
                  biennial audit to Company. Within fifteen (15) days of
                  receiving the estimate, Company shall have the option of
                  selecting its own independent auditor to conduct the audit or
                  proceed with the independent auditor selected by Vendor.

         2.       Zone Determination Services. Vendor shall provide, at its
                  sole expense, flood zone determinations to the Company (or
                  Company's Agents) to assist in writing a WYO Policy to be
                  placed with the Company and administered by Vendor.

         3.       Training. During the Term and upon Company's request, Vendor
                  will provide, at its sole expense, six (6) training sessions
                  per calendar year to Company and/or Company's Agents. Company
                  will provide the training facility. Additional requests for
                  training will be charged at Two Hundred Dollars ($200) per
                  day plus reasonable per diem and travel expensed incurred.

         4.       Marketing Materials. Vendor will distribute Company's
                  marketing materials at Company's reasonable request, but only
                  to the extent that such marketing materials can be included
                  without additional mailing expense in Vendor's routine
                  mailings.

         5.       Book Rollover Services. Vendor will promptly provide rollover
                  services for all Bankers NFIP Policies and Acquired NFIP
                  Policies, including (i) conversion onto the Proprietary
                  Systems, (ii) commencing the performance of the Services
                  related to such policies, and (iii) taking all other actions
                  reasonably necessary or appropriate to ensure a timely and
                  proper transition.

ARTICLE  V - RECORDS

A.       Company, by its duly appointed representatives, shall have the right
         at any reasonable time, and upon reasonable notice, to examine and
         copy, at Company's expense, documents and records maintained by Vendor
         relating to this Agreement.

B.       During the term of this Agreement, any renewals thereof and for as
         long as is necessary for the Vendor to perform its obligations under
         this Agreement, Vendor will maintain complete records in accordance
         with all applicable laws, rules and regulations of all transactions
         and correspondence concerning the policies issued under this
         Agreement, and such files shall be provided to Company, at Company
         expense, upon written request to Vendor.


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C.       Vendor agrees that it shall retain records relating to the WYO Program
         administered on behalf of Company for five (5) years after final
         settlement of accounts, claims, or policy expirations/cancellations.
         To the extent still available, such information and records shall
         thereafter be returned by Vendor to Company, at Company's expense,
         upon Company's written request. After such five (5) year period, such
         information and records will not be destroyed by Vendor unless
         otherwise requested by Company or in accordance with the following
         sentence. At least sixty (60) days prior to destruction of any
         records, Vendor will notify Company in writing of such intention and
         Company, at its option, may, during such period, request the transfer
         of such records at Company's expense.

D.       It is understood and agreed that all information and data received,
         produced and maintained by Vendor pertaining to the provision of
         Services to Company under this Agreement shall be, at all times, the
         property of Company.

E.       Should Vendor, during the term of this Agreement, fail to capture,
         generate, or retain data required for processing, reporting, auditing,
         or retention as required to support Company, Company's obligations
         under the WYO Program, or Vendor's obligations under this Agreement,
         Vendor will be responsible for the cost of obtaining, processing,
         and/or reporting such data and Company shall retain all of its rights
         and remedies under this Agreement, at law, in equity or otherwise.

F.       Upon termination or expiration of this Agreement, Vendor, at Company's
         written request and sole expense, shall forward all copies of
         Company's files to the Company and shall certify by sworn statement of
         an officer of the Vendor that all copies have been so forwarded or
         otherwise disposed of in accordance with the Company's written
         instructions.

G.       Vendor will maintain, at its expense and at an off-site protected
         location pre-approved by Company (which approval shall not be
         unreasonably withheld, delayed or conditioned), backup copies of all
         such data and of all daily transactions.

ARTICLE VI - REPORTING FINANCIAL DATA TO COMPANY

A.       On or before the 20th day of each month, Vendor shall prepare and send
         to Company: Financial reports for the preceding month's activity, and
         in accordance with the WYO accounting procedures and the Arrangement,
         Vendor shall provide the NFIP Bureau and Statistical Agent with
         "Monthly Financial Reporting" and "Statistical Transaction Reporting"
         in accordance with the requirements of the NFIP's TRRP Plan for the
         WYO Program, the "Financial Control Plan" for business written under
         the WYO Program and as otherwise required under the Arrangement. Such
         data shall be validated/edited/audited in detail and shall be compared
         and balanced against Company's financial reports.

B.       Questions by Company regarding the monthly accounting data, and
         payment from Vendor, must be made in writing.

ARTICLE VII - EXPENSES, TAXES, AND FEES

A.       Except as otherwise provided herein, Vendor agrees to pay, from its
         own funds, all expenses incurred by it while processing flood
         insurance business pursuant to this Agreement. Such expenses shall
         include, but not be limited to, expenses relating to data processing,
         postage,


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<PAGE>

         flood certificates, policy administration, policy forms, customer
         service, claims processing, and financial and statistical reporting.

B.       Company shall pay any taxes including state premium taxes, dividends,
         agents' appointments/license fees, agents' commissions, or any board
         exchange, or bureau assessments of Company, and Company audit expenses
         (if applicable).

C.       Claims adjusting and processing expenses and reimbursements shall be
         paid as follows:

         1.       The Allocated Loss Adjustment Expense ("ALAE") reimbursement
                  (ALAE as defined under the WYO Program) pursuant to the "Fee
                  Schedule" in the WYO Arrangement shall be received by Vendor
                  to pay for claims adjustment.

         2.       The Unallocated Loss Adjustment Expense ("ULAE")
                  reimbursement (ULAE as defined under the WYO Program) shall
                  be shall be allocated between Company and Vendor in
                  accordance with Schedule C.

         3.       The Special Allocated Loss Expense ("SALE") reimbursement
                  (SALE as defined under the WYO Program) (subject to prior
                  approval of the FIA Administrator to incur) shall be paid to
                  Vendor for claims handling. If any such SALE is not
                  reimbursed by the FIA Administrator, the Vendor shall pay
                  such expenses from Vendor's own funds.

D.       As consideration for the Services to be performed by Vendor hereunder,
         Company shall pay Vendor the fees set forth on Schedule C attached
         hereto; provided, however, that commencing on the second (2nd)
         anniversary of the Effective Date, and without any action by the
         parties hereto, Schedule C shall automatically be amended such that
         (i) the Internet rate shall be reduced from * of GWP to * of GWP,
         and (ii) the Manual rate shall be reduced to * of GWP to * of GWP.
         Except as otherwise expressly provided in this Agreement, Company
         shall have no other payment obligations under this Agreement.

ARTICLE VIII - COMMENCEMENT, TERM AND TERMINATION

A.       Subject to the satisfaction of the conditions set forth in Article I
         above, this Agreement shall become effective on the Effective Date,
         and shall remain in force for a period of six (6) years ("Term"),
         unless terminated earlier as set forth below.

B.       Company may terminate this Agreement at any time upon written notice
         to Vendor upon the following events: (1) a material breach by Vendor
         of any material representation, warranty or covenant contained in this
         Agreement, which breach has not been remedied in all material respects
         within sixty (60) days (or such shorter period as may be reasonable
         under the circumstances) after receipt by Vendor of notice in writing
         from Company specifying the nature of such breach and requesting that
         it be remedied; provided, however, that no such cure period would be
         available to Vendor if such material breach would reasonably be
         expected to have a material adverse effect on Company's business
         during the cure period; (2) the lapse, termination or cancellation of
         the fidelity, errors and omissions insurance coverages required by
         this Agreement or the bankruptcy, insolvency, conservatorship or
         receivership of the insurer providing such fidelity, errors and
         omissions insurance coverages without replacement of such coverage
         with an insurer having a rating by A.M. Best Company ("A. M. Best") of
         "A" or better; (3) the commencement of an involuntary case or other
         proceeding

-------------------

* 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 246-2.


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<PAGE>

         against Vendor with respect to it or its debts under any bankruptcy,
         insolvency or other similar law now or hereafter in effect seeking the
         appointment of a trustee, receiver, liquidator, custodian or other
         similar official of it or any substantial part of its property, which
         case or other proceeding has not been dismissed within (90) days; or
         (4) Vendor commences a voluntary case under any applicable bankruptcy,
         insolvency or other similar law now or hereafter in effect, or
         consents to the entry of an order for relief in an involuntary case
         under any such law, consents to the appointment of or taking
         possession by a receiver, liquidator, assignee, custodian, trustee,
         sequestrator or similar official of Vendor of all or substantially all
         of the property and assets of Vendor or if Vendor effects a general
         assignment for the benefit of creditors.

C.       Vendor may terminate this Agreement at any time upon written notice to
         Company upon the following events: (1) a material breach by Company of
         any representation, warranty or covenant contained in this Agreement,
         which breach has not been remedied within sixty (60) days (or such
         shorter period as may be reasonable under the circumstances) after
         receipt by Company of notice in writing from Vendor specifying the
         nature of such breach and requesting that it be remedied; (2) the
         commencement of an involuntary case or other proceeding against
         Company or FNF with respect to it or its debts under any bankruptcy,
         insolvency or other similar law now or hereafter in effect seeking the
         appointment of a trustee, receiver, liquidator, custodian or other
         similar official of it or any substantial part of its property, which
         case or other proceeding has not been dismissed within ninety (90)
         days; or (3) Company or FNF commences a voluntary case under any
         applicable bankruptcy, insolvency or other similar law now or
         hereafter in effect, or consents to the entry of an order for relief
         in an involuntary case under any such law, consents to the appointment
         of or taking possession by a receiver, liquidator, assignee,
         custodian, trustee, sequestrator or similar official of Company or FNF
         of all or substantially all of the property and assets of Company or
         FNF, or if Company or FNF effects a general assignment for the benefit
         of creditors.

D.       Upon termination of this Agreement:

         1.       If required by the NFIP, Company and Vendor shall fulfill any
                  obligations on existing policies and comply with the terms of
                  the Arrangement and all related guidelines and procedures
                  regardless of any dispute concerning suspension or
                  termination.

         2.       Vendor will deliver as soon as reasonably practicable to
                  Company all policy and claims records, and any unused checks,
                  drafts, notices, supplies and forms thereto received from
                  Company, upon Company's written request. Vendor acknowledges
                  and agrees that all records regarding administration of the
                  WYO Program for Company are and shall remain the sole
                  property of Company.

ARTICLE IX - GENERAL

A.       Vendor hereby agrees to indemnify, defend and hold the Company and its
         directors, officers, representatives, agents, and employees ("Company
         Indemnitees") harmless from and against any and all loss, claims,
         liability, damages, fines, penalties and expenses, including
         reasonable attorneys' fees and costs ("Loss and Expense"), resulting
         from any act or omission of Vendor or its agents in violation or
         breach of, outside the scope of, or otherwise in contravention of the
         terms of this Agreement, including but not limited to losses as a
         result of mishandling of bank accounts or claims, negligence in
         processing flood insurance applications, or endorsement in the event
         of a catastrophic flood, and liabilities resulting from NFIP's refusal
         to honor a flood insurance policy due to Vendor's acts or omissions in
         processing the flood insurance application,


                                      11
<PAGE>

         endorsement or any related form required by FIA and/or FEMA. Without
         limiting the generality of the foregoing, Vendor further agrees to
         indemnify, defend and hold harmless the Company Indemnitees from all
         Loss and Expense resulting from Vendor's failure to comply with any
         federal or state law, rule or regulation, including but not limited to
         the Arrangement, in connection with the performance of its duties
         under this Agreement regardless of whether such failure was
         intentional or unintentional. Notwithstanding the foregoing, for
         purposes of this Article IX.A., "Loss and Expense" shall not include
         any losses, claims, liabilities, damages or expenses relating to lost
         business or profits, any transfer costs, or any special, consequential
         or punitive damages or other damages of a similar nature, except and
         to the extent that such losses, claims, liabilities, damages or
         expenses arise out of Vendor's gross negligence, bad faith or willful
         misconduct.

B.       Company hereby agrees to indemnify, defend and hold Vendor and its
         directors, officers, representatives, agents and employees ("Vendor
         Indemnitees") harmless from and against any and all Loss and Expense
         resulting from any act or omission of Company or its agents arising
         out of, and in conjunction with, this Agreement. Notwithstanding the
         foregoing, for purposes of this Article IX. B., "Loss and Expense"
         shall not include any losses, claims, liabilities, damages or expenses
         relating to lost business or profits, any transfer costs, or any
         special, consequential or punitive damages or other damages of a
         similar nature, except and to the extent that such losses, claims,
         liabilities, damages or expenses arise out of Company's gross
         negligence, bad faith or willful misconduct.

C.       During the Term of this Agreement and thereafter as long as Vendor has
         any responsibilities pursuant to Article VIII.D.1. hereof, Vendor
         shall maintain at its expense a commercial blanket fidelity bond
         covering all Vendor's employees responsible for the performance of
         this Agreement, and covering the loss of any funds handled by Vendor
         in its performance of this Agreement. Such commercial blanket fidelity
         bond shall be in an amount not less than $10,000,000, with regard to
         each occurrence, with a deductible not greater than $250,000. The
         coverage required herein is in addition to and not in lieu of any
         other right or remedy of Company under this Agreement, including,
         without limitation, Company's indemnification rights under Article
         IX.A.

D.       During the term of this Agreement and thereafter as long as Vendor has
         any responsibilities pursuant to Article VIII.D.1. hereof, Vendor
         shall maintain errors and omissions coverage of $10,000,000 per
         occurrence with a deductible not greater than $250,000 in connection
         with its performance and obligations under this Agreement. The
         coverage required herein is in addition to and not in lieu of any
         other right or remedy of Company under this Agreement, including,
         without limitation, Company's indemnification rights under Article
         IX.A.

E.       Vendor acknowledges and agrees that as a result of this Agreement, it
         will have access to certain information of Company, all of which
         Company considers to be trade secrets and proprietary including, but
         not limited to, information relating to the names of Company's agents,
         the names of Company's insureds, Company's agency agreements and
         relations, program terms and structure, renewals, expirations,
         underwriting data, loss and risk analyses, compiled loss experience
         data, customer information, reports and records addressed within this
         Agreement, and account premium and compensation addressed within this
         Agreement (collectively, the "Company Information").

         1.       Vendor agrees to hold, and to cause its officers, directors,
                  employees, representatives and agents to hold, all Company
                  Information in trust and confidence and agrees that such
                  Information shall be used only for the purposes of performing
                  its obligations under this


                                      12
<PAGE>

                  Agreement and shall not be used for any other purposes nor
                  disclosed to any third party (except as required or
                  appropriate in connection with the performance of Vendor's
                  duties hereunder) without the prior written consent of
                  Company, it being understood that all officers, directors,
                  employees, representatives and agents of Vendor shall be
                  informed of the confidential nature of such Company
                  Information and shall be directed by Vendor to treat such
                  Company Information confidentially in accordance with this
                  Agreement. All Company Information disclosed in writing or
                  orally by Company to Vendor pursuant to this Agreement shall
                  be maintained in secrecy by Vendor using such safeguards and
                  such care as is necessary to protect the confidential nature
                  of the Company Information. Such Company Information shall be
                  disclosed only to those officers, directors, employees,
                  representatives and agents of Vendor with a need to know the
                  Company Information for the purpose of performing Vendor's
                  obligations under this Agreement.

         2.       In the event that Vendor or any of its officers, directors,
                  employees, representatives or agents are requested pursuant
                  to, or required by, applicable law, regulation or legal
                  process to disclose any of the Company Information, Vendor
                  and such party will notify Company promptly so that Company
                  may seek a protective order or other appropriate remedy or,
                  in Company's sole discretion, waive compliance with the terms
                  of this Article IX.E. In the event that no such protective
                  order or other remedy is obtained, or that Company does not
                  waive compliance with the terms of this Article IX.E, the
                  party being requested to furnish the Company Information will
                  furnish only that portion of the Company Information that its
                  legal counsel advises is legally required and will exercise
                  all reasonable efforts in cooperation with Company to obtain
                  reliable assurance that confidential treatment will be
                  accorded the Company Information.

F.       Company acknowledges and agrees that as a result of this Agreement, it
         will have access to certain information of Vendor, all of which Vendor
         considers to be trade secrets and proprietary including, but not
         limited to, Vendor's technology, systems and processes (collectively,
         the "Vendor Information").

         1.       Company agrees to hold, and to cause its officers, directors,
                  employees, representatives and agents to hold, all Vendor
                  Information in trust and confidence and agrees that such
                  Information shall be used only for the purposes of performing
                  its obligations under this Agreement and shall not be used
                  for any other purposes nor disclosed to any third party
                  (except as required or appropriate in connection with the
                  performance of Company's duties hereunder) without the prior
                  written consent of Vendor, it being understood that all
                  officers, directors, employees representatives and agents of
                  Company shall be informed of the confidential nature of such
                  Vendor Information and shall be directed by Company to treat
                  such Vendor Information confidentially in accordance with
                  this Agreement. All Vendor Information disclosed in writing
                  or orally by Vendor to Company pursuant to this Agreement
                  shall be maintained in secrecy by Company using such
                  safeguards and such care as is necessary to protect the
                  confidential nature of the Vendor Information. Such Vendor
                  Information shall be disclosed only to those officers,
                  directors, employees, representatives and agents of Company
                  with a need to know the Vendor Information for the purpose of
                  performing Company's obligations under this Agreement.

         2.       In the event that Company or any of its officers, directors,
                  employees, representatives or agents are requested pursuant
                  to, or required by, applicable law, regulation or legal
                  process to disclose any of the Vendor Information, Company
                  and such party will notify Vendor promptly so that Vendor may
                  seek a protective order or other appropriate remedy or, in
                  Vendor's sole discretion, waive compliance with the terms of
                  this Article IX.F. In the event


                                      13
<PAGE>
         that no such protective order or other remedy is obtained, or that
         Vendor does not waive compliance with the terms of this Article IX.F,
         the party being requested to furnish the Vendor Information will
         furnish only that portion of the Vendor Information that its legal
         counsel advises is legally required and will exercise all reasonable
         efforts in cooperation with Vendor to obtain reliable assurance that
         confidential treatment will be accorded the Vendor Information.

G.       The relationship of the parties to this Agreement is that of
         independent contractors. Neither this Agreement nor any activities
         contemplated hereby shall be deemed to create a partnership, joint
         venture, agency, or employer/employee relationship between Vendor and
         Company.

H.       Vendor may not use the name, logo, or service mark of Company, FNF, or
         any of their respective subsidiaries in any advertising, promotional
         material, or any material disseminated by Vendor or any agent at
         Vendor's request without the prior written consent of Company. Vendor
         shall maintain copies and shall provide an original to Company of any
         advertisement or other material approved by Company along with full
         details regarding where, when, and how such advertising was used.

I.       Company may not use the name, logo, or service mark of Vendor,
         Insurance Management Solutions Group, Inc., a Florida corporation
         ("IMSG"), or their respective subsidiaries in any advertising,
         promotional material, or any material disseminated by Company or any
         agent at Company's request without the prior written consent of
         Vendor. Company shall maintain copies and shall provide an original to
         Vendor of any advertisement or other material approved by Vendor along
         with full details regarding where, when, and how such advertising was
         used.

J.       Except as otherwise set forth herein, any notice required under this
         Agreement must be in writing and either sent by first class mail,
         facsimile, certified mail, or personally delivered. Notice shall be
         effective either upon receipt or five (5) days after mailing to the
         other party, whichever comes first. The addresses of the respective
         parties are:

                     Vendor:                Insurance Management Solutions, Inc.
                                            801 94th Avenue North
                                            St. Petersburg, FL 33702

                                            Attn:         David M. Howard
                                            Phone:        877-711-4674
                                            Fax:          727-803-4093

                     Company or FNF:        Fidelity National Financial, Inc.
                                            4050 Calle Real, Suite 220
                                            Santa Barbara, California 93110

                                            Attn:         General Counsel
                                            Phone:        805-696-7000
                                            Fax:          805-696-7814

         Either party may change the address to which notices are to be
         delivered by giving the other party notice in the manner herein set
         forth.


                                      14
<PAGE>

K.       Neither party may delegate its duties or assign its rights under this
         Agreement either directly or indirectly, in whole or in part (an
         "Assignment"), without the prior written consent of the other party
         (which consent shall not be unreasonably withheld). For purposes of
         this Agreement, a Change of Control (as hereinafter defined) of Vendor
         or IMSG shall be deemed an Assignment. For purposes of this Agreement,
         a "Change of Control" of Vendor or IMSG occurs if: (x) any "person"
         (defined as such term is used in Sections 13(d) and 14(d)(2) of the
         Securities Exchange Act of 1934, as amended) other than Bankers
         Insurance Group, Inc., IMSG and/or any of their respective affiliates
         is or becomes the beneficial owner, directly or indirectly, of equity
         securities of Vendor or IMSG, as the case may be, representing
         fifty-one percent (51.0%) or more of the outstanding securities of
         Vendor or IMSG, as the case may be, then entitled to vote for the
         election of directors; or (y) the Board of Directors of Vendor or
         IMSG, as the case may be, shall approve the sale of all or
         substantially all of the assets of Vendor or IMSG, as the case may be,
         or any merger, consolidation or issuance of securities of Vendor or
         IMSG, as the case may be, the result of which would be the occurrence
         of any event described in clause (x) above. Notwithstanding anything
         to the contrary above, (i) Company may effect an Assignment to an
         affiliate of Company without the consent of Vendor, provided that such
         affiliate is a consolidated subsidiary of FNF and FNF agrees in
         writing that all flood insurance processing services for FNF and its
         affiliates shall be provided by Vendor pursuant to this Agreement, and
         assumes or guarantees the obligations of such affiliate hereunder, and
         (ii) Vendor may effect an Assignment to a third party (an "Acquiring
         Entity") in connection with a Change of Control of Vendor or IMSG
         without the consent of Company, provided all of the following are
         satisfied: (a) the Acquiring Entity is not a direct competitor of FNF
         or any of its affiliates, (b) the Acquiring Entity (or an affiliate
         thereof) has (or will cause Vendor to have) sufficient financial
         strength at the time of the proposed Assignment to perform the
         Services for the duration of the Term, (c) the Acquiring Entity has at
         least three (3) years experience in the WYO Program or agrees to
         maintain Vendor's operations substantially intact for a period of two
         (2) years after such Assignment, and (d) the Acquiring Entity assumes
         or guarantees the performance of all of Vendor's obligations under
         this Agreement.

L.       This Agreement may be executed in separate counterparts, each of which
         shall be deemed an original but shall constitute one in the same
         instrument.

M.       Any modification or amendment of this Agreement must be in writing and
         signed by a duly authorized representative of each of the parties
         hereto.

N.       Subject to the conditions precedent set forth in Article I above, this
         Agreement is binding upon the parties hereto and their permitted
         successors and assigns.

O.       The invalidity of any one or more of the words, phrases sentences,
         clauses, sections, or articles contained in this Agreement shall not
         affect the enforceability of the remaining portions of this Agreement
         or any part hereof, and this Agreement shall be construed as if such
         invalid word or words, phrase or phrases, sentence or sentences,
         clause or clauses, section or sections, or article of articles had not
         been inserted.

P.       The waiver by either party of a breach or violation of any provision
         of this Agreement by the other party shall not operate nor be
         construed as a waiver of any subsequent breach of violation. The
         waiver by either party to exercise any right or remedy it may possess
         shall not operate or be construed as a bar to the exercise of such
         right or remedy upon the occurrence of any subsequent breach or
         violation.


                                      15
<PAGE>

Q.       This Agreement and the Schedules and Exhibits attached hereto
         constitute the entire agreement of the parties with respect to the
         subject matter contained herein and supersedes all prior agreements
         and understandings, both written and oral among the parties with
         respect to the subject matter hereof.

                        [SIGNATURES ON FOLLOWING PAGE.]

                                      16
<PAGE>

IN WITNESS WHEREOF, the parties hereto by their respective duly authorized
representatives have executed this Agreement as of the effective date of this
Agreement.

                                                 FIRST COMMUNITY INSURANCE
                                                 COMPANY



                                                          s/s Mark Davey
                                                 ------------------------------
                                                     (Signature)



                                                          President & CEO
                                                 ------------------------------
                                                     (Title)

                                                 INSURANCE MANAGEMENT SOLUTIONS,
                                                 INC.



                                                          s/s David M. Howard
                                                 ------------------------------
                                                     (Signature)



                                                          President & CEO
                                                 ------------------------------
                                                     (Title)

                                      17
<PAGE>

                                   SCHEDULE A

                             SERVICE COVERAGE AREA

States in which Company has authorized Vendor to assist in processing flood
insurance under the terms and regulations of the WYO Program:

<TABLE>
<S>                                                               <C>
1.                                                                27.
        Alabama                                                          Montana
        -----------------------------------------------                  -----------------------------------------------
2.                                                                28.
        Alaska                                                           Nebraska
        -----------------------------------------------                  -----------------------------------------------
3.                                                                29.
        Arizona                                                          North Carolina
        -----------------------------------------------                  -----------------------------------------------
4.                                                                30.
        Arkansas                                                         North Dakota
        -----------------------------------------------                  -----------------------------------------------
5.                                                                31.
        California                                                       New Hampshire
        -----------------------------------------------                  -----------------------------------------------
6.                                                                32.
        Colorado                                                         New Jersey
        -----------------------------------------------                  -----------------------------------------------
7.                                                                33.
        Connecticut                                                      New Mexico
        -----------------------------------------------                  -----------------------------------------------
8.                                                                34.
        Delaware                                                         Nevada
        -----------------------------------------------                  -----------------------------------------------
9.                                                                35.
        District of Columbia                                             New York
        -----------------------------------------------                  -----------------------------------------------
10.                                                               36.
        Florida                                                          Ohio
        -----------------------------------------------                  -----------------------------------------------
11.                                                               37.
        Georgia                                                          Oklahoma
        -----------------------------------------------                  -----------------------------------------------
12.                                                               38.
        Hawaii                                                           Oregon
        -----------------------------------------------                  -----------------------------------------------
13.                                                               39.
        Idaho                                                            Pennsylvania
        -----------------------------------------------                  -----------------------------------------------
14.                                                               40.
        Illinois                                                         Rhode Island
        -----------------------------------------------                  -----------------------------------------------
15.                                                               41.
        Indiana                                                          South Carolina
        -----------------------------------------------                  -----------------------------------------------
16.                                                               42.
        Iowa                                                             South Dakota
        -----------------------------------------------                  -----------------------------------------------
17.                                                               43.
        Kansas                                                           Tennessee
        -----------------------------------------------                  -----------------------------------------------
18.                                                               44.
        Kentucky                                                         Texas
        -----------------------------------------------                  -----------------------------------------------
19.                                                               45.
        Louisiana                                                        Utah
        -----------------------------------------------                  -----------------------------------------------
20.                                                               46.
        Massachusetts                                                    Vermont
        -----------------------------------------------                  -----------------------------------------------
21.                                                               47.
        Maryland                                                         Virginia
        -----------------------------------------------                  -----------------------------------------------
22.                                                               48.
        Maine                                                            Washington
        -----------------------------------------------                  -----------------------------------------------
23.                                                               49.
        Michigan                                                         Wisconsin
        -----------------------------------------------                  -----------------------------------------------
24.                                                               50.
        Minnesota                                                        West Virginia
        -----------------------------------------------                  -----------------------------------------------
25.                                                               51.
        Missouri                                                         Wyoming
        -----------------------------------------------                  -----------------------------------------------
26.                                                               52.
        Mississippi                                                      Puerto Rico
        -----------------------------------------------                  -----------------------------------------------
</TABLE>

                                      18
<PAGE>

                                   SCHEDULE B
                            SERVICE LEVEL AGREEMENT

SERVICE LEVEL AGREEMENT PROCEDURES:

         1.       Data received by Vendor after 12:00 Noon Eastern Time ("ET")
                  will be considered "received" on the following Business Day
                  (as defined in the Agreement).
         2.       A policy is considered issued when the declaration page and
                  attachments are generated in the Proprietary System (as
                  defined in the Agreement) and mailed out.
         3.       Vendor's "Business Hours" are 8:00 A.M. Eastern Time to 8:00
                  P.M. Eastern Time. - "Service Standard Levels" (as outlined
                  below) will be validated using the Vendor received date
                  stamped on the request.

POLICY ADMINISTRATION SERVICE STANDARD LEVELS:

         1.       All new business transactions will be issued within seven (7)
                  Business Days of receipt by Vendor, provided all information
                  is complete and correct, with an overall business time
                  service average not to exceed twelve (12) Business Days.
         2.       All renewal transactions will be issued within five (5)
                  Business Days of receipt by Vendor, provided all information
                  is complete and correct, with an overall business time
                  service average not to exceed ten (10) Business Days.
         3.       All money endorsements will be issued within seven (7)
                  Business Days of receipt by Vendor, provided all information
                  is complete and correct, with an overall business time
                  service average not to exceed twelve (12) Business Days.
         4.       All cancellations received will be processed within seven (7)
                  Business Days of receipt by Vendor, provided all information
                  is complete and correct, with an overall business time
                  service average not to exceed twelve (12) Business Days.
         5.       All non-money endorsements will be issued within seven (7)
                  Business Days of receipt by Vendor, provided all information
                  is complete and correct, with an overall business time
                  service average not to exceed twelve (12) Business Days.
         6.       All return mail will be re-mailed and issued within fifteen
                  15) Business Days of receipt by Vendor, provided all
                  information is complete and correct.
         7.       Vendor will make contact on all correspondence within seven
                  (7) Business Days of receipt.
         8.       Vendor will make contact on all incomplete or incorrect
                  transactions within seven (7) Business Days of receipt.

                                      19
<PAGE>

CUSTOMER SERVICE - SERVICE LEVEL STANDARDS:

         1.       Vendor will maintain without employing the practice of taking
                  messages, no more than 5% phone call abandonment rate, based
                  on the total number of customer calls received and not
                  answered at or after a 60 second threshold, during Company's
                  Business Hours.
         2.       A customer service representative will answer 90% of customer
                  service calls within 60 seconds, during Company's Business
                  Hours. A customer service representative will answer 98% of
                  customer service calls within 90 seconds during Company's
                  Business Hours.

AGENCY ADMINISTRATION:

         New agents will be set up and have the ability to process business
         within 5 business days of receipt by Vendor of completed sign up
         documents.

OPERATIONAL/SYSTEM PROCESSING GOALS:

         1.       Vendor will maintain minimum Proprietary System up time of
                  98% during Company's business hours.
         1.       Output is generated within one (1) Business Day of print/mail
                  date.
         2.       Vendor will verify accurate output (match system data to
                  filed forms) by means of random weekly quality checking at
                  point of output in policy assembly.

STATISTICAL REPORTING:

         Vendor will be responsible for submitting the Flood statistical data
         to the NFIP based on the NFIP guidelines; provided, however, that
         Company takes the necessary steps to ensure that the data is
         normalized, edited, quality-checked and mapped to corresponding bureau
         codes.

CLAIMS:

         1.       IMS will adjust all claims based on federal, state and
                  product guidelines.
         2.       Claims "Business Hours" are 8:00 A.M. Eastern Standard Time
                  to 8:00 P.M. EST except during a catastrophe then it is 24/7.
         3.       IMS's performance of claim services, on behalf of Company and
                  pursuant to the Agreement, shall be in substantial compliance
                  with "Best Practices" Manual (policy and procedures manual),
                  which shall be attached to and incorporated by reference into
                  this Service Level Agreement.

AUDITS:

         Company reserves the right to conduct, at its expense, an annual
         underwriting and claims audit. Company will provide Vendor with a
         minimum 30-day notice.

REPORTS:

         Vendor will provide to the Company weekly reports detailing the
         Service Standard Levels.

                                      20

<PAGE>

                                   SCHEDULE C

                                  FEE SCHEDULE

SECTION I  - FEE SCHEDULE

In full consideration for the performance by Vendor of the Services and its
other obligations under this Agreement, Company shall pay Vendor the following
fees:

"GWP" shall mean the sum total of Company's monthly gross written flood
insurance premium as measured on the Effective Date of each Policy.

<TABLE>
<CAPTION>
                     INTERNET*:                                             MANUAL**:
                     ----------                                             ---------
                     <S>                                                    <C>
                     *** of GWP                                               *** GWP
</TABLE>


         *        A policy shall be considered an Internet policy if (i) the
                  data input necessary to issue the initial policy was input by
                  Company or Company's Agent over the Internet, or (ii) such
                  policy was deemed an "electronic" policy under the Old
                  Company Agreement. The "Internet" rate shall apply to all
                  renewals of an "Internet" policy, as defined in the preceding
                  sentence.

         **       All policies that are not Internet policies shall be
                  considered Manual policies.

         ***      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 246-2.

Company and Vendor will agree on fee basis for performance by Vendor of
requirements created by FEMA / FIA beyond those specified in Arrangement to the
extent such requirements impose a material financial burden on Vendor.

SECTION II - ULAE ALLOCATION

The ULAE paid by FEMA (currently 3.3% of the incurred loss) shall be divided
equally between Vendor and Company.

SECTION III - PAYMENT TERMS

Vendor shall deduct monthly service fees due from settlement paid to Company.

                                      21