EXHIBIT 10(a)

                        PROCESSING SERVICES AGREEMENT
                        TECHNOLOGY PROCESSING SERVICES


   This professional  Services Agreement, effective  as of  December 1,  2003
   ("Effective Date"), is by and  among CGI Information Systems &  Management
   Consultants, Inc.  ("CGI"), with  a  principal place  of business  at  300
   Burnett Street,  Fort Worth,  TX 76102,  and Phoenix  Indemnity  Insurance
   Company ("Phoenix"), with a principal place of business at 14651 N  Dallas
   Pkwy Ste 400, Dallas, TX 75254, collectively referred to as the  "Parties"
   and individually referred to as a  "Party." Phoenix is referred to as  the
   "Client." 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 June  30,
     2004  (the "Term").  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  extended  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
   either  additional activities  not  then  provided for  pursuant  to  this
   Agreement or reduce or lessen the activities then provided.

 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  reasonable  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 Arizona.  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 duty  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 tack  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  contemplated hereby  of  the
   transactions

 3.3  Enforceability. This Agreement has been duly executed and delivered  by
   CGI  and  constitutes  a  legal,  valid  and  binding  obligation  of  OGI
   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, (5)  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 hi 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,  GGI
     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  the following  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 tat 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. Unless each Party provides 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 part 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 GUT,  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  CONTIMIE
   AFTER THIS AGREEMENT EXPIRES ORIS 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 1B2  of
   Schedule I 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 undisputed  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 patties 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 1 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.

   e. Upon the expiration  of this Agreement, CGI agrees to provide a limited
     use  license for the ITG  and Lambda systems to  Client at no charge  to
     perform  claims   inquiry  and  other  inquiry  functions  on   policies
     previously  issued  on the  systems  prior  to the  expiration  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 part  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   total
      liability  for damages  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.  Any  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 mailer (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  hefts,  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 their duly authorized representatives as of the day
 and year first written above.


 CGI Information Systems & Management Consultants, Inc.

 /s/ Richard Marxen
 --------------------
 Authorized Signature

 Richard Marxen
 ---------------------
 Name

 SVP          10/22/03
 ---------------------
 Title          Date


 Phoenix Indemnity Insurance Company

 /s/ Brookland Davis
 ---------------------
 Authorized Signature

 Brookland Davis
 ---------------------
 Name

 President    10/10/03
 ---------------------
 Title          Date


<PAGE>


                  PROCESSING SERVICES AGREEMENT - SCHEDULE 1

                        TECHNOLOGY PROCESSING SERVICES

 This Schedule is an attachment to  the Processing Services Agreement,  dated
 December 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 December 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. Provide project management and Client coordination including status
    meetings, service level tracking, and work plans.

 2. Host both the AS400 and ITO systems at CGI's data center.

 3. Perform regular server maintenance on all servers located at CGI.

 4. Provide Client access to the system from 7:00 am to 7:00 pm 051 Monday
    through Friday (excluding holidays) for up to SO concurrent users.

 5. Provide help desk reporting for issues described below from 7:00 AM -
    7:00 PM Monday through Friday for the resolution of issues with the
    services defined within this schedule. The Help Desk will take support
    calls for the following problems:

   *  Communications - response time or inability to connect to the servers,
      services or applications hosted at CGI.
   *  Applications response time, access problems, new access requests or
      security changes to applications that are hosted at CGI,
   *  File/Print Transfer - problems receiving or transmitting data to or
      from CGI,
   *  Cycle Output - reports or deliverables from nightly or monthly cycle
      processes.
   *  Other - problems of any sort that need to be communicated to CGI. Any
      other requests or questions regarding system availability or access
      may also be submitted.

 6. Perform 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.

 7. Provide network infrastructure support for services processed at CGI's
    location, which includes configuration management, security, data
    communications, remote access option, and maintenance thereof The cost of
    the communication lines between CGI and any Client locations shall be the
    responsibility of the Client.

 8. Transmit all system print files to Client for printing.

 9. Execute back-ups of all data located at CGI. Incremental back-ups will
    be performed after each daily cycle and fill system back-ups will be
    performed weekly.

 10. Provide offsite storage of back-up tapes created at CGI for disaster
    recovery purposes.

 11. Provide for disaster recovery for production hardware and sewers
    located at CGI

 12. Execute current ad hoc reporting of canned SQL queries in place as of
    the effective date of this agreement.

 13. Prepare a file of agent commission and legal claim payment data for
    Client to prepare Federal 1099 tax statements.

 14. Submit on Client's behalf Federal 1099 tax statements for non-legal
    claim payments.

 15. Perform submission of statuary requirements (getting the data from the
    systems to the stat agent or state DOI).

   NAII Submissions Arizona and New Mexico X-12

   a. Software code changes to the 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.

   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 onto the Client.

   e. 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 hot
      respond to data error questions or requests within a commercially
      reasonable time not to exceed 5 business days or other mutually agreed
      to timeframe.

 16.  The systems are provided on an "as-is" basis. However, CGI will provide
    application production support fixes for identified, recurring problems
    as defined below.  The following are known, recurring problems that need
    technical intervention. CGI will correct the related policy problems when
    they occur and are identified. Support will be provided at the current
    rate of 20 fixes per week.

   a. Forced Renewals - Policy cancelled prior to a renewal quote being
      generated if the policy is still in cancel status on the date that
      the renewal quote is to process and then later the policy is to be
      reinstated, the renewal quote must be manually built. This is
      performed in the test environment and then the quote moved up to
      production.

   b. Deleted Loss Payee - Policies show Loss Payee record with no vehicle
      record to match. Policy is exported from prod and imported into test.
      The loss payee data is deleted from the data table and then moved back
      to production.

   c. Rebuild policies with missing vehicles or coverage records - Must
      delete the pending cancel transactions that will not process so new
      transactions can be entered.

   d. Duplicate Vehicle - Policy shows vehicle twice on policy declaration.
      However, the premium records arc only created for one vehicle. If the
      policy is later cancelled, the return premium is computed for each
      vehicle entry resulting in the return premium being greater than the
      charged premium. Policy is moved into test environment and a renewal is
      created showing vehicle once on the Dec page. The premium records are
      corrected to show return premium for only one vehicle. The policy is
      then moved back to production.

   e. Policy cancelled one day after expiration - Policy cannot be reinstated
      with the cancellation date being one day after the expiration date. The
      policy is moved to the test environment, the policy is reinstated and
      then the expiration date is set back to the original expiration date.
      The policy is then moved back to production.

   f. Policy Date Fixes - The effective and expiration dates on policies
      have to be corrected due to lapse in coverage occurring when cash is
      misapplied.

   g. Backdated manual cancels don't always calculate correctly.

   h. Review and correct policy out-of-balance situations.

 17.  Perform Cycle Support.

   a. Produce daily cancellation report

   b. Provide on-call support to monitor cycle and handle cycle abends or
      other interruptions.

   c. Review FTC to AS/400 claims data replication reports to verify all
      information gets processed

   d. Check quotes if no policies are on the MVR reports

   e. Check month-end error reports, which could result in fixing policies of
      adding zip codes to AS/400 tables.

 18.  Provide document reprints - The policies need to be pulled into a test
   environment to process another cycle to re-produce a document.

   a. For Claims Personnel - This is the vast majority of the reprints.
      1. Cancellation Notices
      2. Declaration Pages

   b. For Other Personnel
      1.   Cancellation Notices
      2.   Declaration Pages
      3.   Non-renewal Notices
      4.   SR22s, where available

 19.   The applications are provided in "as-is" condition. Other than the
   services defined in this document any work requested to support the
   application will be on a time and materials basis. This includes any
   system enhancements, root cause fixes, or data corrections not defined
   within.

 20.  All requested rate changes shall be performed on a time and materials
   basis.


 SECTION lB
 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. The services 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. However,
   such unavailability shall not constitute a service performance breach
   provided that the unavailability does not exceed ally one of the
   following service level nonconforming incidents:

   a. more than 1 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 5 service level non-
   conforming incidents have been reached in a twelve month period, 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 maybe 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.

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

     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.

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

 3. The average system response time between entry screens within the 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 system entry screens will be deemed a service level
   non-conforming incident, If this occurs snore than S 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. 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.

 5. 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.

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

 7. 95% of daily reports defined by a specific list provided to CGI by Client
   will be distributed before 10:00 CST.

 8. All month end reports and files defined by a specific list provided to
   CGI by Client will be completed and available for retrieval within the
   timeframe specified on the list.


 SECTION 1C
 SERVICE FEES

 1.  CGI will perform the services listed above for the following fee:

 Basic Fee

   a. Beginning December 2003, the fee shall be $48,000 per month during each
      month that six month term new or renewal policies are processed that
      have policy inception dates during a current billing month or an
      inception date subsequent to the current billing month.

   b. Beginning with the first month that zero new or renewal six month term
      policies are issued with policy inception dates in the current billing
      month or a month subsequent to the current billing month, the fee shall
      be $30,000 per month until the month ending December 31, 2004.

   c. Beginning January 2005, the fee shall be $15,000 per month until the
      month ending June 30, 2005.

 Supplemental Fees

   d. In the event new or renewal six month term policies are issued with a
      policy effective dates on or after October 1, 2004, an additional
      monthly fee of S 15,000 shall apply during each month beginning January
      2005, and shall continue to apply in each subsequent month until zero
      in-force six month policies exist on the system.

   e. If zero new or renewal six month policies are issued after October 1,
      2004, with policy effective dates on, or after October 1, 2004, an
      additional monthly fee of $5,000 shall apply during each month
      beginning January 2005, and shall continue to apply in each subsequent
      month until zero in-force six month policies exist on the system.

   f. In the event monthly renewal policies with effective dates on or after
      January 1, 2005, continue to be issued on the system, an additional fee
      of $15,000 shall apply until zero renewal policies are issued.
   g. In no event shall the combination of basic fee and supplemental fees
      exceed $48,000 per month.

   This pricing is based on the following assumptions:

   * The book is no greater than $25 million

   * Business is limited to policy processing business in the current states
     of Arizona, Idaho, and New Mexico, and claims processing business in
     all states where Client previously conducted business.

 2. The monthly fee 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 (CPI-U) published by the
   United States Bureau of Labor Statistics, for the immediately preceding
   calendar year.

 3. Any support hours requested beyond the scope of the Services defined in
   this Schedule will be billed at $95 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 Marxen
 --------------------
 Authorized Signature

 Richard Marxen
 ---------------------
 Name

 SVP          10/22/03
 ---------------------
 Title          Date


 Phoenix Indemnity Insurance Company

 /s/ Brookland Davis
 ---------------------
 Authorized Signature

 Brookland Davis
 ---------------------
 Name

 President    10/10/03
 ---------------------
 Title          Date