EXHIBIT 10(c)

                        PROCESSING SERVICES AGREEMENT

 This Processing Services Agreement,  effective as of July  1, 2003 at  12:01
 a.m. ("Effective  Date"),  is  by and  between  CGI  Information  Systems  &
 Management Consultants, Inc. ("CGI"), with a principal place of business  at
 300 Burnett  Street,  Fort  Worth, TX  76102,  Millers  General  Agency  and
 Effective Claims Management, Inc., with a principal place of business at 777
 Main Street,  Suite  1000, Fort  Worth,  TX 76102  ("Client"),  collectively
 referred to as the "Parties" and individually referred to as a "Party." This
 Processing Services Agreement, together with the Schedules and Statements of
 Work referenced herein and attached hereto, are collectively referred to  as
 the "Agreement".


                                  ARTICLE 1.

                             SERVICES; TERM; FEES

 1.1  Services. CGI agrees to  provide the services set  forth on Schedule  1
   ("Initial Services") to the  Client according to the terms and  conditions
   set forth  in this  Agreement. In addition  to the  Initial Services,  CGI
   will  provide  to  the Client  such  other  services  as  the  Client  may
   reasonably request in writing from  time to time during the Term and  with
   respect  to  which the  Parties  agree  regarding the  scope,  nature  and
   pricing of such  services and the time  period during which such  services
   will be  provided ("Additional Services").  The Initial  Services and  the
   Additional  Services  are  sometimes  referred  to  collectively  as   the
   "Services".

 1.2  Additional Services. Additional  Services may be  performed under  this
   Agreement by  either executing an  additional Schedule or  a Statement  of
   Work.

   a) Schedules. Once Client and CGI  agree to CGI providing additional,  on-
      going business  services, those  services, associated  service  levels,
      pricing. and any special conditions  will be documented in the form  of
      a "Schedule."  Each Schedule will reference this Agreement and will  be
      numbered sequentially.

   b) Statements of Work.  During the initial  implementation of the  Initial
      Services and  from time to  time thereafter,  the Client  may elect  to
      have CGI perform  work that  is not within  the scope  of the  services
      defined in  any Schedule.  Such work  will be  agreed upon  in  writing
      ("Statement of Work", "SOW") and  will be attached to and  incorporated
      into this Agreement  as a separate  SOW specifying the  start date  and
      duration of the  work, the work to  be performed, and any  deliverables
      to be furnished  by CGI.  Each SOW shall reference  this Agreement  and
      will be numbered sequentially.

 1.3  Service Levels. CGI agrees to make a commercially reasonable effort  to
   achieve  the service  levels  documented in  Schedule  1 for  the  Initial
   Services and any  service levels documented in further Schedules  defining
   Additional Services.

 1.4  Term. The term during  which CGI will provide  the Initial Services  to
   Client will  commence on the  Effective Date and  will expire three  years
   from the Effective Date (or as such date may be extended pursuant to  this
   Section, the "Expiration Date") unless extended or terminated pursuant  to
   the terms  of this  Agreement (the "Term").  The Expiration  Date will  be
   extended automatically for  a period of one  (1) year unless either  Party
   gives written notice of non-extension to the other Party at least six  (6)
   months prior to the then  current Expiration Date.  If services defined in
   any  Schedule  or  SOW that  extends  beyond  the  Expiration  Date,  this
   Agreement will  extend, for only  those services, until  such time as  the
   services or service request is completed.

 1.5  Service Fees and Payments.

   a) Service Fees.  During  the  Term,  Client  will  pay  to  CGI  for  the
      performance of the  Initial Services the fees  set forth in Schedule  1
      and the fees for Additional  Services established in either a  Schedule
      or SOW ("Service Fees").

   b) Payment. CGI will invoice  Client within 15 days  after the end of  the
      month for services rendered during  the prior month.  Client will remit
      all payments  due  to CGI  for  services  rendered within  15  days  of
      receipt of such invoice.

   c) Interest on Past Due Payments. Any  undisputed sum due CGI pursuant  to
      this Agreement that is not paid within  15 days of when payment is  due
      shall bear interest from that date until  the date such sum is paid  at
      the lesser of  1.5 percent per  month or the  maximum rate of  interest
      allowed by applicable law. Client will also pay CGI for any  reasonable
      expenses, including attorney's fees, incurred by CGI in the  collection
      of any amounts due and payable under this Agreement.

   d) Payment Disputes. Any disagreement between the parties with respect  to
      payments shall be  notified to the  other party and  the parties  shall
      initially meet to resolve any  such dispute. If the parties are  unable
      to resolve the  dispute within five  (5) business days  of the  initial
      meeting, either party may submit such claim to arbitration pursuant  to
      the disputes clause  specified in Section 19.  In the event that  there
      is  an amount  in  dispute,  Client  is  still  obligated  to  pay  all
      undisputed amounts on all invoices.

   e) Electronic  Funds  Transfer.  CGI  will  provide  Client  bank  routing
      information. All  payments  are to  be  via Electronic  Funds  Transfer
      (EFT), unless otherwise  agreed to in  writing by the  parties, to  the
      account specified in writing by CGI.

 1.6  Unanticipated and Increased Service Level Changes. Each Party agrees to
   negotiate in  good faith for  an adjustment to  the Services  Fees in  the
   event  of any  statutory,  regulatory  or judicial  changes  that  require
   additional activities not then provided for pursuant to this Agreement.

 1.7  Taxes. Client shall be responsible for  any tariffs and taxes,  however
   designated  or levied,  now existing  or imposed  in the  future that  are
   applicable  to the  Services.  Such tariffs and  taxes include  state  and
   local privilege  and excise taxes,  sales taxes, and  any other tariff  or
   tax based on Services performed.

 1.8  Travel. If approved by Client in writing, CGI personnel will  undertake
   reasonable  travel necessary  for the  performance  of the  Services.  CGI
   personnel  will  make  travel  arrangements  and  incur  travel   expenses
   necessary for performance of the  Services pursuant to the terms of  CGI's
   then current  Travel and Expense  Policy.  Expenses will be billed to  the
   Client at cost.  Travel fees will be invoiced monthly as appropriate.


                                  ARTICLE 2

   REPRESENTATION AND WARRANTIES OF CLIENT

 Client represents and warrants that the statements contained in this Article
 are correct and complete as of the Effective Date.

 2.1  Corporate  Status;  Qualification.   Client  is   a  corporation   duly
   organized, validly  existing and in  good standing under  the laws of  the
   State  of Texas.  There  is no  pending  or, to  the  Client's  knowledge,
   threatened  proceeding for  the  dissolution, liquidation,  insolvency  or
   rehabilitation of  Client.  Client is duly qualified and in good  standing
   as  a   foreign  entity  under  the   laws  of  each  jurisdiction   where
   qualification is  required, except where  the lack  of such  qualification
   would not have a material adverse effect.

 2.2  Corporate Power  and  Authority.  Client has  the corporate  power  and
   authority  to  execute   and  deliver  this  Agreement,  to  perform   its
   obligations  hereunder and  to  consummate the  transactions  contemplated
   hereby.  Client has taken all corporate action necessary to authorize  its
   execution  and  delivery  of  this  Agreement,  the  performance  of   its
   obligations   hereunder  and   the   consummation  of   the   transactions
   contemplated hereby.

 2.3  Enforceability.  This Agreement has been duly executed and delivered by
   Client and  constitutes a legal,  valid and binding  obligation of  Client
   enforceable against  it in accordance  with the terms  of this  Agreement,
   except as  the same may be  limited by applicable bankruptcy,  insolvency,
   reorganization, moratorium  or similar laws  affecting the enforcement  of
   creditors' rights  generally and general  equitable principles  regardless
   of whether such enforceability is considered in a proceeding at law or  in
   equity.


                                  ARTICLE 3

   REPRESENTATIONS AND WARRANTIES OF CGI

 CGI represents and warrants  that the statements  contained in this  Article
 are correct and complete as of the Effective Date.

 3.1  Corporate Status; Qualification. CGI  is a corporation duly  organized,
   validly  existing and  in good  standing under the  laws of  the State  of
   Delaware.  There  is  no  pending  or,  to  CGI's  knowledge,   threatened
   proceeding for the dissolution, liquidation, insolvency or  rehabilitation
   of CGI.  CGI is duly  qualified and in good  standing as a foreign  entity
   under  the laws  of  each jurisdiction  where qualification  is  required,
   except  where the lack  of such qualification  would not  have a  material
   adverse effect.

 3.2  Corporate  Power  and  Authority.  CGI  has  the  corporate  power  and
   authority   to  execute  and  deliver  this  Agreement,  to  perform   its
   obligations  hereunder  and to  consummate the  transactions  contemplated
   hereby.  CGI has  taken all corporate  action necessary  to authorize  its
   execution  and  delivery  of  this  Agreement,  the  performance  of   its
   obligations   hereunder   and  the   consummation  of   the   transactions
   contemplated hereby.

 3.3  Enforceability. This Agreement has been duly executed and delivered  by
   CGI  and  constitutes  a  legal,  valid  and  binding  obligation  of  CGI
   enforceable  against it in  accordance with the  terms of this  Agreement,
   except as  the same may be  limited by applicable bankruptcy,  insolvency,
   reorganization, moratorium  or similar laws  affecting the enforcement  of
   creditors'  rights generally and  general equitable principles  regardless
   of whether such enforceability is considered in a proceeding at law or  in
   equity.


                                  ARTICLE 4

                           PERFORMANCE OF SERVICES

 4.1  Designated Representative.  Each Party  will appoint  an individual  (a
   "Designated  Representative")   who  will  (a)  oversee  and  manage   the
   performance  of its obligations  under this Agreement.  (b) serve as  such
   Party's primary managerial point  of contact with the other Party and  (c)
   be authorized to act for it and on its behalf with respect to all  matters
   relating to this Agreement.

 4.2  Access to Records  and Facilities.  CGI will provide Client  reasonable
   access to its facilities and all books, records and accounts, in a  format
   readable  by the  Client  and necessary  to  verify compliance  with  this
   Agreement.  Such  access will be made available upon prior written  notice
   during normal  business hours for  the Term of  this Agreement and  during
   the periods  in which CGI is required to  maintain such records.  CGI will
   provide the  appropriate state insurance  department reasonable access  to
   its facilities  and all necessary  books, records and  accounts in a  form
   usable by  such department. Client remains  responsible for ensuring  that
   all  persons given access  comply with the  confidentiality provisions  of
   Article V.

 4.3  Ownership of Property.

   a) Client's  Property.  Client will own all right,  title, and interest in
      and to the  content of  the data,  output, files,  and computer  images
      created  or developed in connection with, as a result of or incident to
      the performance of the Services.

   b) CGI's Property.  Subject to  the immediately  foregoing paragraph,  CGI
      will own all  right, title and interest  in and to  any and all  tools,
      techniques, processes, procedures, inventions, software, patents,  know
      how, trade secrets  and other copyrights  that it already  has or  that
      are first discovered, created or  developed by CGI in connection  with,
      as a result of or incident to the performance of the Services.

 4.4  Client Responsibilities.  Client acknowledges that CGI's performance of
   the  Services requires the  support and  cooperation of  Client.  As such,
   Client  agrees to cooperate  with CGI, and  will perform the  duties in  a
   timely  manner.   Client  will  provide   any  information,  data   and/or
   documentation  (collectively, "Data")  that CGI  reasonably requests  from
   Client  that is  necessary for  CGI to  properly perform  its  obligations
   hereunder.  Such Data shall be provided by Client  in the form and by  the
   dates  mutually agreed  upon, and  shall be  kept confidential  by CGI  in
   accordance  with this  Agreement.  To reduce  the possibility  of  delays,
   errors or inaccuracies, CGI  agrees to promptly assess such Data  received
   from  Client with respect  to the accuracy  and usability  thereof and  to
   notify Client within a commercially reasonable timeframe not to exceed  10
   business  days or other  mutually agreed upon  timeframe of any  resultant
   impact on  CGI performance of the Services.  Thereafter, CGI shall not  be
   liable  for  any  Client  caused  delays,  errors  or  inaccuracies,   the
   potential for which proper notification was given to Client.  CGI shall be
   entitled to appropriate adjustments (pricing, scheduling, etc.)  resulting
   from such delays, errors  or inaccuracies.  In the event that Client fails
   to  perform  its  duties  in a  timely  manner  and  such  delays  require
   modifications  related to  CGI's  performance of  the Services,  then  any
   costs associated therewith shall  be the responsibility of Client and  CGI
   shall be entitled  to appropriate adjustments resulting from such  failure
   by Client.

 4.5  Maintenance of Documents and Files. During the Term, CGI will  maintain
   appropriate documents  and files as required.  CGI will not destroy  these
   documents and files without the written permission of Client for a  period
   of at least ten years from the loss or termination date of the  applicable
   policy,  or  the period  specified  by  the applicable  state  or  federal
   statute regulating preservation of records, whichever is longer.  CGI may,
   at its  discretion, use magnetic, optical,  and other types of  technology
   to store such data.

 4.6  Commercially Reasonable Efforts. Each  Party will use its  commercially
   reasonable efforts to satisfy its respective obligations hereunder.

 4.7  Insurance. During  the Term,  CGI will  maintain errors  and  omissions
   insurance  under  a  current and  paid  up  policy, effective  as  of  the
   Effective  Date, issued  by an  insurer reasonably  acceptable to  Client,
   which insurance will have a policy limit of no less than $5,000,000 and  a
   deductible no greater than $500,000.  If CGI fails to maintain coverage or
   incurs  a lapse in coverage, Client may  purchase tail coverage (at  CGI's
   expense)  in the amount set forth herein. CGI will provide a copy of  said
   insurance  policy to Client and annually  provide to Client a  certificate
   of  insurance  issued  by  CGI's  carrier.  Client  will  be named  as  an
   additional insured to CGI's errors and omissions policy.


                                   ARTICLE 5

                               CONFIDENTIALITY

 5.1  Definitions. For purposes of this Article definitions will apply:

   a) "Affiliate" means a company that has a  50% or more ownership  interest
      in another company or  a company in  which another company  has 50%  or
      more ownership interest.

   b) "Client"   means   Client    and   its    directors,   officers,    and
      Representatives,  but  in  no  circumstances  includes  a  third  party
      competitor of CGI.

   c) "CGI"  means   CGI,  its   Affiliates,   any  parent   corporation   or
      subsidiaries, directors, officers, and Representatives.

   d) "Confidential Information"  means  any information,  oral  or  written,
      whether prepared  by  the  Disclosing  Party,  its  Representatives  or
      otherwise, which is furnished  to the Receiving Party  or on behalf  of
      the Disclosing Party after the date  of this Agreement relating to  the
      contemplated  Transaction.  Such  information  includes,  but  is   not
      limited  to,   financial   information,   trade   secrets,   processes,
      inventory,  formulas,  prices,   markets,  employee  lists,   salaries,
      reports,  computer   files,  maps,   drawings,  specifications,   title
      reports, Client information and lists, vendor sources, development  and
      marketing plans, statistical data, forecasts, marketing strategies,  or
      other commercial, technical, strategic or human resources  information,
      and know  how  obtained  from the  foregoing.  The  term  "Confidential
      Information" does  not include:  (a) information  which is  or  becomes
      generally available  to  the public  other  than  as a  result  of  any
      unauthorized disclosure or  any wrongful acts  of the Receiving  Party;
      (b) information  which  is  independently developed  by  the  Receiving
      Party without the use of  Confidential Information from the  Disclosing
      Party; (c) information which is rightfully received from a third  party
      whose disclosure would  not violate any  confidentiality obligation  or
      breach of  any agreement;  or  (d) information  which is  approved  for
      release by the  Disclosing Party in  writing signed  by the  Disclosing
      Party specifying the information to be released.

   e) "Disclosing Party"  means Client  or  CGI, as  the  case may  be,  with
      respect to any Confidential Information provided  by such party to  the
      other party.

   f) "Receiving Party" means Client or CGI, as the case may be, with respect
      to any Confidential Information received by  such party from the  other
      party.

   g) "Representative"  means  any  employee,  agent,  attorney,  accountant,
      financial advisor or other person acting on  behalf of a party under  a
      contractual relationship in connection with this Agreement.

 5.2  Nondisclosure. The Parties hereby agree as follows:

   a) Use  of Information. All Confidential  Information will be used  solely
   for  the  purpose  of  performing  of  the  Services.  In  no  event  will
   Confidential  Information  be  used  by  any  party  or  person  receiving
   Confidential Information for business or competitive purposes.

   b) Confidentiality.  All Confidential Information  will be  kept  strictly
   confidential by the Receiving Party and the Receiving Party will  restrict
   disclosure  of Confidential Information  to only  those employees,  agents
   and  advisors  of the  Receiving  Party  who have  a  need  to  know  such
   information for the purpose of performing the Services.

   c) Disclosure to Representatives.  Representatives of the Receiving  Party
   shall be  informed by the  Receiving Party of  the confidential nature  of
   such  information and  the covenant  of confidentiality  by the  Receiving
   Party hereunder,  and they  shall be directed  by the  Receiving Party  to
   treat   such  information   confidentially.  Before   any  disclosure   or
   dissemination of  any Confidential Information  subject to this  Agreement
   is made  to any person, other  than an officer,  director, or employee  of
   the Receiving Party or  its counsel or independent accountant, the  person
   to whom such disclosure is  made shall execute a confidentiality and  non-
   disclosure  agreement  in  favor  of,  and  in  form  acceptable  to,  the
   Disclosing Party.

 5.3  No Solicitation. Each Party acknowledges that  the other Party makes  a
   substantial investment  in the training and  development of its  employees
   and each  Party therefore agrees,  during the term  of this agreement  and
   for  a  period of  twelve  (12) months  thereafter,  not to  hire,  either
   directly  or indirectly, whether  through solicitation  or otherwise,  any
   employee  of the  other  Party without  the  other Party's  prior  express
   written consent. If a Party hires such an employee within 90 days of  that
   employee's employment  separation from the former employer, the  acquiring
   Party agrees  to compensate the other party in  an amount equal to  twelve
   (12) months of that that employee's annual compensation.

 5.4  Required  Disclosure.  In  the  event   the  Receiving  Party  or   its
   Representatives are  requested or required  in a judicial,  administrative
   or governmental  proceeding to disclose any Confidential Information,  the
   Receiving Party shall cooperate  with the Disclosing Party and provide  it
   with prompt  notice of any such request so  that the Disclosing Party  may
   seek an  appropriate protective order and/or  waive the Receiving  Party's
   compliance with the provisions of this Agreement.  If, in the absence of a
   protective  order or  the receipt  of a  waiver hereunder,  the  Receiving
   Party  or its  Representatives  are nonetheless,  in  the opinion  of  the
   Receiving  Party's attorneys,  legally required  to disclose  Confidential
   Information to  any tribunal or else stand  liable for contempt or  suffer
   other penalty, the Receiving  Party may disclose such information to  such
   tribunal without  liability hereunder, provided  that the Receiving  Party
   complies with the notice provisions of this paragraph.

 5.5  Return of Confidential Information. Upon the expiration or  termination
   of this  Agreement, the Receiving Party shall  promptly, and in any  event
   upon request by the Disclosing Party, deliver to the Disclosing Party  all
   Confidential Information, including all written and electronically  stored
   copies  in a  form and  by the  dates mutually  agreed upon.  Neither  the
   Disclosing Party nor its Representatives will retain any copies,  extracts
   or  other  reproductions,  in  whole or  in  part,  of  such  Confidential
   Information except  where such Confidential Information  is stored by  CGI
   as part of its process of copying data for disaster recovery purposes.  At
   the Disclosing Party's request, all documents, memoranda, notes and  other
   writings prepared by the  Receiving Party or its Representatives based  on
   the information  in the Confidential Information,  or which quote from  or
   summarize  any Confidential  Information,  will be  destroyed as  soon  as
   reasonably  practicable,  and  such  destruction  shall  be  certified  in
   writing to the Disclosing Party by an authorized officer of the  Receiving
   Party supervising such destruction.

 5.6  Remedies for  Breach. The  Parties acknowledge  that  a breach  of  the
   covenant  of confidentiality contained  in this Article  5 will result  in
   irreparable and continuing damage to the Disclosing Party for which  there
   will  be no adequate  remedy at law.  In the event  of any  breach of  the
   covenant  of   confidentiality,  the  Receiving  Party  agrees  that   the
   Disclosing  Party   shall  be  entitled  to   seek  and  obtain   specific
   performance of  the covenants set forth in  section 5.2 of this  Agreement
   by the Receiving Party, including, upon making the requisite showing  that
   it  is entitled  thereto, provisional  injunctive relief  restraining  the
   Receiving  Party from committing  such breach, in  addition to such  other
   and further relief, including monetary damages, as provided by law.

 5.7  Survival. THE OBLIGATIONS UNDER THIS ARTICLE V WILL CONTINUE AFTER THIS
   AGREEMENT EXPIRES OR IS TERMINATED.


                                  ARTICLE 6

                     TRADE SECRET AND PROPRIETARY RIGHTS

 6.1  No Rights to  Software. Notwithstanding  CGI's use  of its  proprietary
   computer software programs, or other trade secrets, in the performance  of
   the Services, neither this  Agreement nor the performance of any  Services
   hereunder will be construed as a grant of a license or any other  interest
   in  or  to  CGI's  computer software  programs  or  other  trade  secrets.
   Further,  this  Agreement  grants  to  Client  no  right  to  possess   or
   reproduce,  or  any  other  interest in,  any  of  the  computer  software
   programs  or other trade  secrets used in  the performance of  all or  any
   part  of  the  Services  or  their  specifications  in  any  tangible   or
   intangible  medium. Client may  not mortgage,  hypothecate, sell,  assign,
   pledge,   lease,  transfer,  license,   sublicense,  provide  access   to,
   decompile,  or reverse engineer  any computer software  programs or  other
   trade secrets used in the performance of all or any part of the  Services,
   nor  allow  any  person  or entity  to  transmit,  copy,  reproduce,  use,
   decompile,  or reverse  engineer any  such computer  software programs  or
   other  trade secrets. In  the event Client  comes into  possession of  the
   computer software programs or other trade secrets used in the  performance
   of all or any pad of the Services, Client will immediately notify CGI  and
   return  such computer software  programs or  other trade  secrets and  all
   copies of  any kind thereof to CGI,  unless such possession is  authorized
   in writing by CGI as part of providing the Services.

 6.2  Nondisclosure. The  Parties  acknowledge  that the  duties  related  to
   protection  of trade  secrets  are often  more  stringent than  those  for
   protection of other forms of proprietary information. Other than  Client's
   employees that  need access to computer  software programs or other  trade
   secrets for the performance  of their duties, Client covenants and  agrees
   not to.  disclose or otherwise make available  to any person any  computer
   software programs or trade  secrets used in the performance of all or  any
   part  of  the  Services.  Client  agrees  to  take  all  reasonable  steps
   necessary to  obligate each of its employees who  is given access to  such
   computer  software programs  or other  trade secrets  to a  level of  care
   sufficient  to  protect the  computer  software programs  or  other  trade
   secrets from  unauthorized disclosure, and to  comply with all  applicable
   laws and regulations pertaining to protection of trade secrets.

 6.3  Survival. THE OBLIGATION OF CLIENT UNDER THIS ARTICLE WILL CONTINUE
   AFTER THIS AGREEMENT EXPIRES OR IS TERMINATED.


                                  ARTICLE 7

                                 TERMINATION

 7.1  Termination of Agreement. This Agreement may be terminated prior to the
   Expiration Date only as follows:

   a) by  written notice  from the non-breaching Party upon a material breach
   by the other Party of its  duties  or  obligations  under  this Agreement;
   provided, however, that (i) such breach remains substantially  uncured for
   thirty  (30)  days after written notice specifying such breach is received
   by the breaching  Party  or  (ii)  with respect to a breach that cannot be
   reasonably cured within a thirty (30) day period,  should  the  defaulting
   party  fail  to  proceed  within  thirty  (30)  days  after written notice
   specifying the breach to commence curing the breach and  thereafter  fails
   to proceed with all reasonable diligence to cure substantially the breach;

   b) by a Party in the event (i) the other Party makes a general  assignment
   for  the benefit  of creditors,  (ii) the  other Party  files a  voluntary
   petition  in  bankruptcy  or  petitions  for  reorganization  or   similar
   arrangement under the bankruptcy  laws, (iii) a petition in bankruptcy  is
   filed against  the other Party by a third  party and such petition is  not
   dismissed within ninety (90)  days of its filing date, or (iv) a  receiver
   or trustee is appointed for all or any part of the property and assets  of
   the other Party; or

   c) by Client, upon commission by CGI of fraud, criminal conduct or willful
   violation of  an insurance statute or regulation,  if said conduct by  CGI
   has a material adverse  effect on Client's ability to engage in  business.
   This  paragraph does not  apply to conduct  by CGI employees  who are  not
   acting at the direction of CGI.

   d) In the  event CGI  commits more  than 12  service level  non-conforming
   incidents within  a twelve-month period, as described  in Section 1 B2  of
   Schedule 1  attached hereto and made  a part hereof, whether  subsequently
   cured or  not, client may terminate this  Agreement upon thirty (30)  days
   written notice to CGI.

 7.2  Procedure upon Expiration or Termination.  Upon expiration or
      termination of this Agreement:

   a.  CGI will transfer  all data,  files, and  images to  the Client.  This
     transfer  will  be completed  in a  format  mutually acceptable  to  the
     Client  and CGI. Client  will pay CGI  a reasonable fee  to be  mutually
     agreed upon based on the effort for CGI to make the transfer unless  the
     termination  is  for  a  reason  defined  in  section  7.1.c.  In   that
     situation, there will be no transfer fee.

   b.  Client shall be obligated to pay CGI  all amounts due and owing to CGI
     through  the date of  termination or expiration  in accordance with  the
     Payment terms of this Agreement; and

   c.  Such expiration or termination will not in any way limit, restrict  or
     relieve any Party of liability for any breach of this Agreement.

   d.  The parties recognize that upon termination of this Agreement,  Client
     may  require a continuation  of certain services  necessary for  winding
     down,  running  off  and/or the  smooth  transition  of  business.  Such
     services  shall be provided by  CGI as an accommodation  to Client at  a
     price  and level of service to be  mutually agreed upon. In the  absence
     of a mutual agreement to the contrary, the accommodation price shall  be
     fixed  at the  then current monthly  minimum policy  processing fee  set
     forth in Schedule I and the service levels shall remain as set forth  in
     Schedule  1. The Parties shall mutually agree upon any services and  the
     fee  for  such services  to  affect the  transition.  The  obligation(s)
     created  under this  section 7.2 (d)  shall survive  the termination  of
     this Agreement.


                    ARTICLE 8 - REMEDIES AND LIMITATION OF LIABILITY

 8.1  Indemnification of the Parties.  Each  Party  (the  "Indemnitor")  will
    indemnify, defend, and  hold harmless any other Party (the  "Indemnitee")
    from  and against  any arbitration  award,  claim, cost,  damage  demand,
    expense, fine, liability, lawsuit, obligation, payment or penalty of  any
    kind or nature  whatsoever, including any reasonable attorney's fees  and
    expenses (a  "Claim") incurred by  the Indemnitee that  arises out of  or
    directly  relates to  the  Indemnitor's  performance or  breach  of  this
    Agreement or  any Schedule  or Statement of  Work attached  from time  to
    time  hereto  and made  a  pad  hereof. Upon  Indemnitee's  request,  the
    Indemnitor   will  indemnify   the  Indemnitees   directors,   employees,
    officers,  agents, attorneys,  representatives  and shareholders  to  the
    same extent as such Indemnitee. No such person, however, will be a  third
    party  beneficiary of  the indemnification  provision set  forth in  this
    Agreement. To  the extent that an  Indemnitee requests the Indemnitor  to
    indemnify   such   Party's  directors,   employees,   officers,   agents,
    attorneys, representatives  and shareholders, the  Indemnitee will  cause
    such persons  or entities to comply  with the indemnification  provisions
    and  abide  by   the  indemnification  limitations  set  forth  in   this
    Agreement.

 8.2  Limitations of Liability.

    (a)    The parties  hereby  agree that  except  to the  extent  otherwise
      covered by Professional or General Liability insurance policies  issued
      to or on behalf of CGI, CGI will only be liable for direct damages,  as
      defined  herein, sustained by  Client as a  result of  CGI's breach  of
      this Agreement whether such  breach is the result of negligence,  gross
      negligence  or willful misconduct  in the performance  of the  services
      provided  in the Agreement  and/or any  Schedule or  Statement of  Work
      attached  from time  to time  hereto and  made a  part hereof  provided
      however, that CGI will not be deemed to have been grossly negligent  in
      connection with any action  or any failure to take an action, taken  at
      the  direction of Client.  For the purposes  of this Agreement,  direct
      damages  are defined  as  those damages  which usually,  naturally  and
      necessarily  flow from a  wrongful act or  breach and are  of a  nature
      that  the mere  allegation of  breach gives  sufficient notice  to  the
      breaching party that they will result from that party's breach of  this
      Agreement.  Direct  damages  will include,  by  way  of  example  only:
      additional   operational   expenses,  remedial   expenses,   mitigation
      expenses, and cover damages.

    (b)    In no event, except when covered  by liability insurance, shall  a
      party be  liable for any consequential, indirect, punitive,  exemplary,
      incidental, multiple or special  damages with respect to any breach  of
      this agreement; provided, however, that this subsection will not  limit
      the amount  of a Claim for indemnification (as  opposed to a Claim  for
      damages) which is based  on an amount paid by an Indemnitee to a  third
      party  that contains  consequential, incidental,  punitive, or  special
      damages as  a component of such  amount paid by  the Indemnitee to  the
      third party.

    (c)    Notwithstanding subsections (a) and (b) above, CGI's liability for
      damages on a  per claim basis  shall not exceed  the greater of  either
      the amounts  which were  paid to  CGI during  the eighteen  (18)  month
      period prior  to the event  which is  subject to  the claim  or, if  18
      monthly payments have  not yet been received  by CGI, the total  amount
      of those  previously received  payments plus  those anticipated  to  be
      made into the future  until a total of  18 monthly payments would  have
      been received.

 8.3  Limitation Acknowledgment.  Each Party expressly acknowledges that  the
    limitations set forth in this Article represent the express agreement  of
    the Parties with respect to the allocation of risks between the  Parties,
    including the level of risk to be associated with the performance of  the
    Services as related to the  amount of payment to be made to CGI for  such
    Services, and  each Party fully understand  and irrevocably accepts  such
    limitations.

 8.4 Notice of Claim. My award of damages or indemnification pursuant to this
    Agreement  is  conditioned  upon  the  Indemnitor  having  received  full
    written  notice  within 3  business  days  of receipt  of  the  Claim  by
    Indemnitee  and the Indemnitee  allowing the Indemnitor  to fully  direct
    the  defense or settlement  of such  Claim; provided,  however, that  the
    failure  to receive  notice  as required  in  this section  relieves  the
    Indemnitor of its obligations  under this Article only if the  Indemnitor
    is  materially prejudiced  by the  failure to  receive such  notice.  The
    Indemnitor will not be responsible for any settlement or compromise  made
    without its consent and  such consent shall not be unreasonably  withheld
    or delayed.


                                  ARTICLE 9

                      ARBITRATION AND EQUITABLE REMEDIES

 9.1  Settlement Meeting.  The Parties will attempt in good faith to  resolve
    promptly through  negotiations any dispute under  this Agreement. If  any
    such  dispute should  arise,  the Parties  will  meet at  least  once  to
    attempt to resolve the  matter (the "Settlement Meeting"). Any Party  may
    request the other  Parties to attend a  Settlement Meeting at a  mutually
    agreed time  and place within ten  days after delivery of  a notice of  a
    dispute.  The  occurrence of  a  Settlement  Meeting with  respect  to  a
    dispute  will be  a condition  precedent to  seeking any  arbitration  or
    judicial remedy, provided that if a Party refuses to attend a  Settlement
    Meeting or does  not avail itself to  a Settlement Meeting within  twenty
    days after delivery  of a notice of dispute  the other Party may  proceed
    to seek such remedy.

 9.2  Arbitration  Proceedings.  If the Parties have not resolved a  monetary
    dispute  at the Settlement  Meeting any Party  may submit  the matter  to
    arbitration. A  panel of three arbitrators  will conduct the  arbitration
    proceedings in accordance with the provisions of the Federal  Arbitration
    Act (99  U.S.C. Section 1 et seq.)  and the Commercial Arbitration  Rules
    of the American Arbitration Association (AAA) (the "Arbitration  Rules").
    The  decision of a  majority of  the panel will  be the  decision of  the
    arbitrators.

 9.3  Arbitration  Notice.  To submit  a monetary dispute to  arbitration,  a
    Party shall  furnish the other  Parties and the  AAA with  a notice  (the
    "Arbitration Notice") containing (i) the name and address of such  Party,
    (ii) the nature of the  monetary dispute in reasonable detail, (iii)  the
    Party's intent to commence arbitration proceedings under this  Agreement,
    and (iv)  the other information  required under  the Federal  Arbitration
    Act and the Arbitration Rules.

 9.4  Selection  of Arbitrators.   Within  ten days  after  delivery  of  the
    Arbitration Notice, each Party shall select one arbitrator from the  list
    of the  American Arbitration Association's  National Panel of  Commercial
    Arbitrators. Within ten days after the selection of the two  arbitrators,
    those  two arbitrators will  select the third  arbitrator from such  list
    and two  alternates, and each party  shall have one veto,  to use at  its
    sole  discretion, to  disqualify a  selected third  arbitrator, in  which
    case,  the  two arbitrators  will  select from  the  remaining  alternate
    arbitrators.  If  the  first  two  arbitrators  cannot  select  a   third
    arbitrator and two alternate arbitrators within such ten day period,  the
    AAA will  select such third  arbitrator from the  list and neither  party
    shall  have veto  power over  such AAA  selected third  arbitrator.  Each
    arbitrator will  be an individual not  subject to disqualification  under
    Rule No. 19 of the Arbitration Rules with experience in settling  complex
    litigation involving the insurance industry.

 9.5 Arbitration Final. The arbitration of the matters in controversy and the
    determination of any amount of damages or indemnification shall be  final
    and  binding upon the  Parties to the  maximum extent  permitted by  law,
    provided  that any Party  may seek any  equitable remedy available  under
    law  as  provided in  this  Agreement.  This agreement  to  arbitrate  is
    irrevocable.

 9.6  Place of Arbitration. Any arbitration proceedings will be conducted  at
    such location as the Parties may agree. If the parties cannot agree on  a
    mutually acceptable  location, the location of  the arbitration shall  in
    Fort Worth, Texas. The arbitrators will hold the arbitration  proceedings
    within sixty (60) days after the selection of the third arbitrator.

 9.7  Discovery.  During the period beginning with the selection of the third
    arbitrator   and  ending   upon  the   conclusion  of   the   arbitration
    proceedings,  the arbitrators  will  have  the authority  to  permit  the
    Parties   to  conduct  such   discovery  as   the  arbitrators   consider
    appropriate.

 9.8  Equitable Remedies.  Notwithstanding anything else in this Agreement to
    the contrary,  after the Settlement Meeting a  Party will be entitled  to
    seek  any equitable  remedies  available under  law. Any  such  equitable
    remedies  will be in  addition to any  damages or indemnification  rights
    that such Party may assert in an arbitration proceeding.

 9.9  Judgments. Any arbitration award under this Agreement will be final and
    binding.  Any  court  having jurisdiction  may  enter  judgment  on  such
    arbitration award upon application of a Party.

 9.10 Expenses.  If any  Party  commences arbitration  proceedings  or  court
    proceedings seeking equitable relief with respect to this Agreement,  the
    prevailing Party in such  arbitration proceedings or case may receive  as
    part of  any award or judgment  reimbursement of such Party's  reasonable
    attorneys' fees and expenses to the extent that the arbitrators or  court
    considers appropriate.

 9.11 Cost of the Arbitration. The arbitrators  will assess the costs of  the
    arbitration proceedings,  including their fees,  to the  Parties in  such
    proportions   as   the  arbitrators   consider   reasonable   under   the
    circumstances.

 9.12 Exclusivity  of  Remedies.  To  the   extent  permitted  by  law,   the
    arbitration and judicial remedies set  forth in this Article will be  the
    exclusive remedies available to  the Parties with respect to any  dispute
    under this Agreement or  claim for damages or indemnification under  this
    Agreement.


                                  ARTICLE 10

                                MISCELLANEOUS

 10.1 Amendment. No amendment of this Agreement  will be effective unless  in
    writing, signed by the Parties.

 10.2 Counterparts.  This  Agreement  may  be  executed  in  any  number   of
    counterparts, each of which will  be deemed to be an original  agreement,
    but all of which will constitute one and the same agreement.

 10.3 Entire Agreement. This Agreement  constitutes the entire agreement  and
    understanding  between the Parties  and supersedes  all prior  agreements
    and understandings,  both written and oral,  with respect to the  subject
    matter of this Agreement.

 10.4 Expenses. Each Party  will bear its  own expenses with  respect to  the
    negotiation and preparation of this Agreement.

 10.5 Governing Law.  This Agreement  will be  governed by  and construed  in
    accordance with  the laws of the  State of Texas,  without regard to  the
    conflicts of laws,  principles or provisions thereof; Each Party  submits
    to the exclusive jurisdiction and venue of the State of Texas.

 10.6 No Assignment. Neither Party  may assign its  benefits or delegate  its
    duties  under this  Agreement  without the  prior  consent of  the  other
    Party; provided, however, that Client may assign its rights and  delegate
    its  duties under this  Agreement to an  affiliated entity without  CGI's
    consent,  but with  prior  notice to  CGI.  Any attempted  assignment  or
    delegation  in  violation  of  the  foregoing  sentence  will  be   void.
    Notwithstanding  the foregoing, each  Party may assign  its rights  under
    this  Agreement to  any  third party  which acquires  (through  purchase,
    merger, reorganization or other combination) all or substantially all  of
    the assets  or equity of  such Party without  the other Party's  consent,
    but with notice to the other Party.

 10.7 No Third Party Beneficiaries. This Agreement is solely for the  benefit
    of the  Parties and no  other Person will  have any  right, interest,  or
    claim under this Agreement.

 10.8 Public Announcements. The Parties will agree on the terms of any  press
    releases  or other public  announcements related to  this Agreement,  and
    will consult with each  other before issuing any press releases or  other
    public announcements  related to this Agreement; provided, however,  that
    any Party may make a public disclosure if in the opinion of such  Party's
    counsel  it is  required by  law or  the rules  of any  applicable  stock
    exchange or dealer quotation system to make such disclosure. The  Parties
    agree, to  the extent practicable, to  consult with each other  regarding
    any  such  public  announcement in  advance  thereof.  The  Parties  may,
    however,  include the other  Party and the  Party's logos  on any  serial
    list  of clients  and  are not  prohibited  from discussing  the  general
    existence of the relationship.

 10.9 Representation by Legal Counsel. Each  Party is a sophisticated  entity
    that was advised by experienced  legal counsel and other advisors in  the
    negotiation and preparation of this Agreement.

 10.10   Severability.  Any  provision of  this Agreement that is  prohibited
    or unenforceable  in any jurisdiction will  not invalidate the  remaining
    provisions of this Agreement or affect the validity or enforceability  of
    such  provision  in  any  other  jurisdiction.  In  addition,  any   such
    prohibited or unenforceable provision will be given effect to the  extent
    possible  in the  jurisdiction  where  such provision  is  prohibited  or
    unenforceable.

 10.11    Successors.  This Agreement will be binding upon and will inure  to
    the  benefit  of  each  Party  and  its  heirs,  legal   representatives,
    permitted assigns,  and successors, provided that  this Section will  not
    permit the  assignment or other  transfer of this  Agreement, whether  by
    operation of law  or otherwise, if such  assignment of other transfer  is
    not otherwise permitted under this Agreement.

 10.12    Time of the Essence.  Time is of the essence in the performance  of
    this Agreement and all dates and periods specified in this Agreement.

 10.13    Waiver.  No provision of this  Agreement will be considered  waived
    unless such waiver  is in writing and signed  by the Party that  benefits
    from the  enforcement of such  provision. No waiver  of any provision  in
    this Agreement, however, will be  deemed a waiver of a subsequent  breach
    of such  provision or a  waiver of a  similar provision.  In addition,  a
    waiver of  any breach or a  failure to enforce any  term or condition  of
    this Agreement  will not in  any way affect,  limit, or  waive a  Party's
    rights  under this Agreement  at any  time to  enforce strict  compliance
    thereafter with every term and condition of this Agreement.

 10.14    Force Majeure.  The Parties will not  be liable or deemed to be  in
    default for any delay or  failure in performance under this Agreement  or
    interruption of Services resulting, directly or indirectly, from acts  of
    God,  acts of  terrorism, civil  or military  authority, labor  disputes,
    shortages of suitable  materials, labor or transportation or any  similar
    cause beyond the reasonable control of the Parties.

 10.15    Attorney's Fees.  In the event  of any action, arbitration,  claim,
    proceeding or suit between Client  and CGI seeking enforcement of any  of
    the terms and conditions of this Agreement, the prevailing party in  such
    action,  arbitration, claim,  proceeding  or  suit will  be  awarded  its
    reasonable costs and  expenses, including its court costs and  reasonable
    attorneys' fees.

 10.16    Relationship  of  the   Parties.   The   Parties  are   independent
    contractors of  one another,  and there should  be no  instance in  which
    they should be construed as partners or joint ventures.

 10.17    Drafting.  Neither this  Agreement nor any  provision contained  in
    this Agreement will  be interpreted in favor  of or against either  Party
    because such Party  or its legal counsel  drafted this Agreement or  such
    provision. No  prior draft of this  Agreement or any provision  contained
    in this Agreement  will be used when  interpreting this Agreement or  its
    provisions.

 10.18    Headings.  Article and section headings are used in this  Agreement
    only as  a matter of convenience  and will not have  any effect upon  the
    construction or interpretation of this Agreement.

 IN WITNESS WHEREOF,  the parties  hereto have  caused this  Agreement to  be
 executed in duplicate by theft duly authorized representatives as of the day
 and year first written above.


 CGI Information Systems & Management Consultants, Inc.

 /s/ Richard J. Marxen
 ---------------------
 Authorized Signature

 Richard J. Marxen
 ---------------------
 Name

 SVP           8/22/03
 ---------------------
 Title          Date



 Customer Company

 /s/ Kevin Kasitz
 ---------------------
 Authorized Signature

 Kevin Kasitz
 ---------------------
 Name

 President     8/22/03
 ---------------------
 Title          Date


<PAGE>

                  PROCESSING SERVICES AGREEMENT - SCHEDULE 1

                          POLICY PROCESSING SERVICES


 This Schedule is an attachment to  the Processing Services Agreement,  dated
 July 1,  2003,  between Client  and  CGI.  CGI will  perform  the  following
 services for the Client subject to the provisions to which the Parties  have
 agreed.  This Schedule is effective as of July 1, 2003, 12:01 am.


 SECTION 1A

 SERVICES

 The following is a list of services that  CGI will perform on behalf of  the
 Client.

 1.  Nightly  data processing services for each business  day and  a  monthly
   cycle run per a schedule  provided by the Client and mutually agreed  upon
   by CGI.

 2.  Toll free Help Desk support from 7:00 am to 7:00  pm CST Monday  through
   Friday  (excluding eight holidays)  for  the resolution of issues with the
   services defined in this schedule.

 3.  Up to 25  hours per month of additional technical support for issues not
   related to the services.

 4.  Client accesses to the system from 7:00 am to 7:00 pm CST Monday through
   Saturday (excluding eight holidays)

 5.  The printing of all data center output such as declaration pages, policy
   forms, bills,  notices, mail reports, and  agency performance reports  and
   any other documents and reports that CGI printed for the Client as of  the
   Effective Date of the Agreement

 6.  System maintenance, as defined by  the system  not materially conforming
   to: a) the base design of the system; and b) any additional  modifications
   previously  implemented  by CGI  personnel.  System  components  are  WPC,
   TransFluent and PSP.

 7.  Non-code change customizations, as may be required by Client, subject to
   a  maximum of  100  hours per  year.  Non-code change  customizations  are
   defined as  ad-hoc reports that require  only the use  of query tools  and
   table changes.  When requests exceed 100 hours  per year, billing will  be
   per rate in 1C.7.

 8.  System code modifications and enhancements up to 100 hours in a calendar
   year as  may be requested by  Client. When requests  exceed 100 hours  per
   year, billing will be at the rate in Section 1C.7.

 9.  Preparation of a magnetic tape of commission data for Client to  prepare
   Federal 1099 tax statements for commission paid to agents.

 10.  Information and statistical  data necessary for  Client to prepare  the
   following submissions/calls:

   Submission/call     Frequency
   ---------------     ---------
   ISO TCLSP           quarterly
   ISO CMSP            quarterly
   ISO CSP             quarterly
   SAA                 annually
   NM X. 12            weekly
   Oregon Vin          weekly

 For the TCLSP filing, CGI creates the files and runs the edit package. For
 the CMSP and CSP filings, CGI creates the files, but the Client runs the
 edit package. For the SAA filings, CGI creates the files, corrections are
 applied by Client, and Client submits the filing. For NM x. 12, CGI sends
 the file directly to Clarendon.

   a. Only software changes to the WPC and TransFluent systems prompted by
      regulatory changes or statistical agent circulars will be billable. All
      other activities necessary to support the listed reporting will be
      performed as part of the Services.

   b. Client will forward to CGI, within a commercially reasonable time
      not to exceed 10 business days or other mutually agreed to timeframe,
      notification of stat agent circulars and bulletins to ensure CGI has
      the necessary time to review and implement any necessary changes
      prompted by these circulars and bulletins.

   c. Changes or additions to statistical reporting requirements such as
      additional statistical agents, changing reporting levels or frequency,
      adding new lines of business or states to the reporting service, adding
      companies or carriers to the reporting service are not included and
      will be provided on a time and materials basis utilizing the 100 hours
      allocated for modifications or at the rate in Section IC.6.

   d. Client is responsible for bureau affiliation fees, including edit
      package affiliations. In the event external edit package processing
      is required, this cost will be passed on to the Client.

   e. Fines or assessments - CGI will only be liable for fines and
      assessments if CGI fails to meet submission due dates. Furthermore, CGI
      will not be liable for fines and assessments if submission due dates
      are not met because Client does not respond to data error questions or
      requests within a commercially reasonable time not to exceed 5 business
      days or other mutually agreed to timeframe.

 11.  Network infrastructure, which includes configuration management,
   security, data communications, remote access, Internet access and
   maintenance thereof The cost of the communication line between CGI and
   Client will be the Client's responsibility.

 12.  Internet services, ie: browser, file transfer capabilities, and FTP.
   Includes VPN capabilities for up to 20 concurrent users and outbound
   capabilities for up to 20 concurrent users.

 13.  E-mail, including user setup, database access, and maintenance of user
   setup and database access. Also includes storage up to 12GB.

 14.  Back-ups of all data located at CGI. Incremental back-ups are performed
   daily and fill system back-ups are performed weekly.

 15.  Offsite storage of back-up tapes created at CGI for disaster recovery
   purposes.

 16.  Hosting and maintenance of financial reporting system - AS400. Used to
   produce the Agency Performance Report and the Actuarial Premium and Loss
   Statistical File download.

 17.  Database services for WPC system. Database services on Oracle databases
   (does not include Oracle financials application), as follows:

   a. Database maintenance, including database reorganization and
      resequencing;
   b. Performance tuning;
   c. Patch analysis and installation;
   d. Migration to new Oracle versions;
   e. Database backup and recovery;
   f  Load balancing;
   g. Database statistics; and
   h. Database communication with third party applications.

 18.  Desktop support for applications hosted at CGI, for up to 100 PCs
   located at one location.

 19.  Relocation of all Client servers to CGI (Longhorn, Aggie, Reveille,
   Citrix, CoverAll Print). Access provided via dedicated TI circuit for
   up to 100 users at one Client location. System access provided via thin
   Client to Citrix servers at CGI.

 20.  CoverAll application moved to CGI. Licensing for CoverAll remains a
   Client responsibility. CGI will perform necessary database services on
   CoverAll Oracle databases similar to those listed in 16.

 21.  Server maintenance on all servers located at CGI.

 22.  Applications and data stored on shared Windows 2000 servers. No
   dedicated hardware. Maximum storage space allowed on Windows servers is
   100GB.

 23.  CGI maintains server licenses for system at CGI. Client transfers
   Citrix and other applicable application licenses to CCL.

 24.  Disaster recovery for production hardware and servers located at CGI.
   Remote access during disaster will be provided via Internet or up to 10
   seats at a recovery center.

 25.  Network fax services will be provided. Outbound long distance charges
   will be charged back to Client. Dedicated inbound fax numbers will be
   provided for up to 10 users.

 26.  Agents will be provided access to CoverAll system via Citrix. Up to
   5 agents and one concurrent agent will be provided access for each
   400 policies processed on the system.

 27.  WINS System for Inquiry access only. No WINS system images. Licensing
   for WINS remains a Client responsibility.

 28.  Services are to be provided for the states and lines of business that
   are currently being processed as of the effective date of this schedule.


 SECTION 1B

 SERVICE LEVELS

 The following is a list of service levels that CGI and the Client will use
 to jointly measure the effectiveness of the services.

 1. High level time and cost estimates for Client requiring system program
    modifications will be completed within 10 working days after written
    request.

 2. Any one or all of the following categories of services listed below that
    are hosted/supported by CGI will be available M-F 7:00 am to 7:00 pm
    (excluding Holidays) central time. Any one or all of these service
    categories may become unavailable from time to time, provided that
    unavailability does not exceed any one of the following service level
    non-conforming incident:

    a. more than I consecutive business day
    b. more than 3 business days within a 12 month period
    c. more than 3 four hour outages in the same calendar month.

 Each service level non-conforming incident will be documented by the Client
 and reported to CGI in writing. Once 3 service level nonconforming incidents
 have been reached, each subsequent service level non-conforming incident
 will result in a credit to Client in the amount equal to 1% of the current
 months' service fees.

 Client recognizes that CCL may need to make systems unavailable for
 maintenance from time to time. When this occurs and CGI provides Client with
 notice in a reasonable timeframe not to exceed 48 hours or other mutually
 agreed upon timeframe, this will not be considered a service level non-
 conforming incident and will not be subject to a fee penalty.

 Client and CGI agree that certain events may be beyond CGI's reasonable
 control. If such an event occurs, CGI and Client agreed that the
 interruption of service caused by such event shall not be considered
 a service level non-conforming incident.

 Services this clause applies to:

   Policy Processing: includes rating, quoting, policy issuance, forms
   generation, and endorsement processing.

   Claims Processing: includes logging, adjusting, claims payments, and
   closing claims.

   Premium Billing: includes generating billings, accepting payments, and
   generating accounts receivable.

   Reporting: includes providing access to systems databases for the purpose
   of report development and processing and producing reports as agreed upon
   by Client and CGI.

   Email: includes sending and receiving electronic mail messages both
   inside and outside the company and access to shared calendaring and Lotus
   Notes document management databases.

   Network Access: includes access to all network accessible files,
   databases and printers.

   Internet Access: general access to the World Wide Web.

   Security: includes local area network security and appropriate internet
   firewall management to prevent access to Client systems or data by
   unauthorized users or introduction of viruses from reasonably preventable
   attacks.

   Network Administration: includes activities to create, modify and support
   network-connected users and devices as required.

   VPN Access: provides remote access to users as agreed to by Client and
   CGI.

   Affiliate Connectivity: VPN support for permanent site connectivity
   between Client and all associated affiliates.

 3. The average system response time between entry screens within the WPC
    system will be less than three seconds as measured at CGI site. CGI will
    run Packeteer software to monitor performance. The software will measure
    daily performance. Any day where performance does not average less than
    three seconds for the WPC entry screens will be deemed a service level
    non-conforming incident. If this occurs more than 5 times in a 12-month
    period each subsequent occurrence will constitute a service level non-
    conforming incident and will be subject to the same fee penalty listed
    in item 2 above.

 4. CGI recognizes that the Client perceives risk if CGI should decide to
    move the processing center from Fort Worth. If CGI should decide to
    relocate its data center from Fort Worth, the penalty for any service
    level non-conformance issues will be doubled.

 5. During the hours of Help Desk Coverage, phone calls will be answered
    within five minutes and c-mails will be responded to
    within an hour, 95% of the time.

 6. Rate changes involving table changes only will be programmed and tested
    within 20 business days after Client provides the required documentation.
    Code/algorithm changes will be handled via a Statement of Work.

 7. Except for Clarendon Pre-processor, which is addressed below, month end
    system processing will be completed within 24 hours after the end of the
    day on the established close date. Close dates will be defined for each
    month of the calendar year by a document provided by the Client to CGI.

 8. Clarendon Pre-processor will be completed and submitted to Client by the
    5th calendar day following the established close date.

 9. Commission and claim data required for 1099 reporting will be available
    within 10 business days after the end of the year.


 SECTION 1C

 SERVICE FEES

 1. The first 10,000 policies will be $6.75 per in-force policy per month.

 2. All policies over 10,000 will be $5.55 per in-force policy per month.

 3. Monthly per-policy fees are subject to a $45,000 monthly minimum.

 4. The price per policy and the rate for time and materials may be changed
    effective as of each anniversary date of the Effective Date during the
    existence of the agreement by the percentage increase in the United
    States Consumer Price index for all Urban Users (CPIU) published by the
    United States Bureau of Labor Statistics, for the immediately preceding
    calendar year.

 5. Fees are not inclusive of any Taxes listed in Article 1.1.7 of the
    Processing Services Agreement that this schedule is part of.

 6. Any support hours requested beyond the scope of the Services defined in
    this Schedule will be billed at $125 per hour.


 IN WITNESS WHEREOF, the parties hereto have caused this Schedule to the
 Processing Services Agreement to be executed in duplicate by their duly
 authorized representatives.


 CGI Information Systems & Management Consultants, Inc.

 /s/ Richard J. Marxen
 ---------------------
 Authorized Signature


 Richard J. Marxen
 ---------------------
 Name

   SVP         8/22/03
 ---------------------
 Title          Date


 Client Company

 /s/ Kevin Kasitz
 ---------------------
 Authorized Signature

 Kevin Kasitz
 ---------------------
 Name

 President     8/22/03
 ---------------------
 Title          Date