<PAGE>
                                                                Exhibit 10.29



                       MASSACHUSETTS INSURANCE PROCESSING

                                SERVICE AGREEMENT

                                     BETWEEN

                                ISI SYSTEMS, INC.

                                       AND

                           COMMERCE INSURANCE COMPANY

<PAGE>

                                                                             ISI

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                      SECTION                              PAGE NO.
                      -------                              -------
<S>                                                        <C>
MASSACHUSETTS INSURANCE PROCESSING SERVICE AGREEMENT

1.   General                                                   1
2.   MIPS Fees                                                 1
3.   Compliance with Regulatory Regulations                    2
4.   Company Verification of Systems Changes                   2
5.   Proprietary Rights                                        3
6.   Termination                                               3
7.   Excuse of Performance                                     4
8.   Warranties by ISI                                         4
9.   Disputes and Limitation of Liability                      4
10.  General                                                   5

ATTACHMENT 1 - STATEMENT OF SERVICES

PART A - CONDITIONS OF SERVICE

1.   General                                                   7
2.   Basic Services                                            7
3.   Network Services                                          8
4.   Output Services                                           9

PART B - DESCRIPTION OF PROCESSING SERVICES


1.   Policy Administration                                    10
     1.1  Cycle Processing                                    10
     1.2  Regulatory Interfaces                               12
          - Merit Rating Board Processing                     12
          - Commonwealth Automobile Reinsurers Processing     13
          - Uninsured Motorist System                         13
     1.3  Decision Support Service                            14
2.   Elective Services                                        15

ATTACHMENT 2 - SCHEDULE OF CHARGES AND FEES                   17

ATTACHMENT 3 - SCHEDULED ENHANCEMENTS                         19
</TABLE>

<PAGE>

                                                                             ISI

                       MASSACHUSETTS INSURANCE PROCESSING

                                SERVICE AGREEMENT

COMPANY NAME:       Commerce Insurance Company

ADDRESS:            211 Main Street

CITY & STATE:       Webster, Massachusetts 01570

THIS AGREEMENT, including all attachments, exhibits or addenda, is made and
entered into as of the date noted in Paragraph 1.2 below by and between ISI
Systems, Inc. (hereinafter "ISI"), a Delaware corporation with a principal place
of business at Two Tech Drive, Andover, MA 01810, and the Company identified
above (hereinafter "Company"). In consideration of their mutual promises and
obligations, ISI and Company agree as follows:

1.0      GENERAL

1.1      SERVICES: ISI will provide Company and automobile insurance
         subsidiaries with ISI's Massachusetts Insurance Processing Service
         ("MIPS") through its Massachusetts Automobile Systems ("Systems"), as
         described in Attachment 1, Statement of Services.

1.2      TERM: Regardless of when this Agreement is actually executed by the
         Parties, the term of this Agreement shall be from:

                 January 1,1992 to December 31,1997.

1.3      RENEWAL: At least sixty (60) days prior to renewal, the parties shall
         renew this Agreement by a mutually acceptable agreement reflecting
         charges and fee rates that shall be negotiated at that point in time
         and will not exceed the rates of other ISI customers with similar
         volumes and requirements.

2.0      MIPS FEES

2.1      FEES: Company agrees to pay ISI an annual license fee for processing
         each year this Agreement is in effect. This fee shall be billed out
         each year in twelve (12) equal monthly installments by the 10th of each
         month for the previous month's work. An additional policy processing
         fee will be billed each month. The fees and charges that are payable by
         Company for years 1992 through 1994 for provision of the MIPS under
         this Agreement are explained in Attachment 1 and set out in Attachment
         2. For processing years 1995 through 1997, Company agrees to an annual
         increase in all processing charges, except for the Fleet and Commercial
         policies, for the stated years based on the Federal Consumer Price
         Index ("CPI") published as of December 31st of the previous year, not
         to exceed 4% annually.

2.2      INVOICES AND PAYMENT: ISI will invoice Company monthly for all services
         rendered under this Agreement by the tenth of each month for the
         previous month's work. All amounts are due and payable within thirty
         (30) days of billing date. If Company fails to make payment when due
         hereunder, Company shall pay interest to ISI at the rate of one and
         one-half percent (1.5%) per month for any unpaid balance outstanding at
         the

                                        1

<PAGE>

                                                                             ISI

         end of each calendar month after payment is first due, including
         previously accrued interest charges, but excluding items under dispute
         under Paragraph 9.1 below. Company shall also pay ISI for any
         reasonable expenses, including attorney's fees, incurred by ISI in
         connection with the collection of any amounts due and payable.

3.0      COMPLIANCE WITH REGULATORY REQUIREMENTS

3.1      RESPONSIBILITY: ISI will use best efforts during the term of this
         Agreement to maintain its Systems in conformance with accepted
         standards, rules, laws and regulations as set forth by the
         Massachusetts Legislature, Massachusetts Division of Insurance,
         Commonwealth Automobile Reinsurers (CAR), and Automobile Insurers
         Bureau of Massachusetts (AIB).

3.2      REVISIONS TO SYSTEMS: For new and existing coverages, surcharges,
         discounts, etc., and for any revisions thereto, ISI will maintain its
         Systems in conformance with the mandatory requirements of applicable
         state regulatory authorities. ISI will also continue to enhance the
         overall system on a continuing basis to take advantage of new
         technology where appropriate. ISI will maintain and enhance the Systems
         to provide Company a competitive edge in the industry. ISI agrees to
         provide the enhancements described in Attachment 3 through their
         multiple release per year process and at no cost to Company for
         application implementation. Company shall have no ownership or other
         interest in such changes or enhancements. There will be no ongoing
         charges for the services described in Attachment 3 other than those
         services where the parties have agreed in Attachment 3 that there will
         be a charge. For each system enhancement on Attachment 3 that is not
         implemented by December 31st of the particular year, the monthly
         license fee will be reduced by $3000 per month as liquidated damages
         starting as of the January payment of the following year and continuing
         until the month that the enhancement is implemented. Said liquidated
         damages shall be Company's exclusive remedy and ISI's sole liability
         for delay in the delivery of the Attachment 3 enhancements. For each
         enhancement, ISI will provide reasonable advance notification to
         Company of any functions that Company must perform to implement the
         enhancement, as well as the schedule and deadline for such Company
         action. If Company subsequently is unable to complete the required
         function(s) by the deadline established, and ISI is ultimately late in
         delivering the enhancement because of Company's delay, the application
         of the penalty will be delayed by the same number of months that
         Company was late in performing their required functions for the
         particular enhancement.

3.3      CHANGES IN REGULATORY REQUIREMENTS: In the event that any of the
         Massachusetts regulatory authorities mandate and dramatically change
         the business mechanisms currently in place at the signing of this
         Agreement, ISI will have the option of charging Company a portion of
         the implementation fee associated with mandated changes. For example, a
         dramatic change in the business mechanism historically would be the
         implementation of the Facility. In like manner, future regulations such
         as an Assigned Risk Plan, Joint Underwriting Authority (JUA) and/or
         state fund would be considered dramatic changes in the business
         mechanisms. With respect to regulatory changes which do not
         dramatically change the business mechanism, ISI will adopt the
         regulations at no charge to Company. However, Safe Driver Insurance
         Program (SDIP), Uninsured Motorist System (UMS) and CAR would not be
         considered dramatic changes in the business mechanisms. ISI reserves
         the right to enhance its systems beyond the reasonable requirements of
         such regulations and to charge for such services as an option to
         Company or other customers.

                                        2

<PAGE>

                                                                             ISI

4.0      COMPANY VERIFICATION OF SYSTEMS CHANGES

         Subject to Company's notification of Company-specific requested changes
         and independent filings, ISI will notify Company of any scheduled
         changes to the Systems which affect the processing of Company's
         business under this Agreement. Company may elect to either receive a
         separate test file for such change or to utilize the first production
         run after the change as a test file. In either case, Company shall
         evaluate such file and promptly notify ISI in writing that the change
         to the Systems is in conformance with this Agreement or identify errors
         that may require correction by ISI. In the event that Company fails to
         give ISI notice of acceptance or identified errors within thirty (30)
         days of receipt of the file(s) to be tested, the change shall be deemed
         to be accepted by Company.

5.0      PROPRIETARY RIGHTS

5.1      PROTECTION OF ISI PROPRIETARY INFORMATION: Company recognizes that the
         Systems, programs, program tools, documentation, forms and services
         provided by ISI under this Agreement are the exclusive property of ISI
         and constitute Proprietary Information of ISI. Company agrees not to
         copy (directly or indirectly), allow to be copied, or to distribute any
         ISI Proprietary Information. Company further agrees that any
         Proprietary Information provided under this Agreement is for its own
         use and that Company will not reveal this information to any other
         third party without ISI's prior written approval.

5.2      PROTECTION OF COMPANY PROPRIETARY INFORMATION: ISI recognizes that the
         records which Company turns over to it constitute Proprietary
         Information and will return all such records to Company upon request or
         upon termination of this Agreement for whatever reason. ISI also agrees
         that the information contained in such records will not be divulged to
         any third party except for ISI's employees or consultants involved with
         the Systems under this Agreement. Upon termination of this Agreement,
         all information concerning Company's business, in whatever form, will
         be returned to Company or destroyed. ISI will use every effort to
         ensure that such third parties do not report or divulge such
         information to other parties. In the event that such disclosure is
         made, ISI will indemnify Company for reasonable damages demonstrated by
         Company to have directly resulted from such disclosure.

6.0      TERMINATION

6.1      PROCEDURE: Either party may terminate this Agreement for failure of the
         other party to comply with any material terms or conditions. The
         terminating party must notify the other party in writing of the
         conditions for potential default and allow the other party thirty (30)
         days to correct those conditions. Failure to correct such conditions
         will be cause for immediate cancellation of the Agreement and payment
         of all amounts due through the termination effective date. If Company
         terminates this Agreement for any reason other than ISI's failure to
         comply with any material terms or conditions, the amounts still due
         under the full term of the Agreement shall be payable within thirty
         (30) days of the termination effective date except as provided in
         Paragraph 6.2 below.

6.2      TERMINATION BY COMPANY: Company may terminate this Agreement after
         December 31, 1994, with no obligation except as provided in this
         Paragraph. During the period from January 1, 1995 through December 31,
         1997, should Company elect to terminate the Agreement so as to process
         its business with any other external organization whose services are
         similar to those provided by ISI, except as provided for in Paragraph
         6.4,

                                        3

<PAGE>

                                                                             ISI

         Company will continue to pay ISI only the annual license fee stated in
         Attachment 2 for the remainder of the full term of the Agreement, in
         monthly installments.

6.3      ISI INSOLVENCY: If ISI is no longer able to make its service available,
         it then grants to Company the option to immediately license its
         Massachusetts Automobile Systems for a fee of $250.000. The fee is
         payable to ISI at the time all programs, files and documentation are
         turned over to Company.

6.4      ROLL-OFF SERVICES: Company may not terminate this Agreement prior to
         December 31, 1994, except under Paragraph 6.1 above. If Company
         requires any roll-off scheme over an extended period greater than six
         (6) months, Company must notify ISI in writing at least twelve (12)
         months prior to the roll-off term. In the first month the roll-off will
         physically commence and, if in any subsequent month Company remains on
         the ISI Systems, the annual minimum will be waived and a monthly
         minimum will be established based on one-twelfth of the current annual
         license fee. This new monthly minimum will be charged in addition to
         any other charges Company may incur for as long as Company desires to
         remain on the System.

6.5      FLEET AND COMMERCIAL AUTOMOBILE CONTINUATION: Should Company terminate
         Private Passenger Automobile services prior to December 31, 1997 and
         opt to continue Fleet and Commercial services, ISI will continue to
         process Company's Fleet and Commercial business. However, the fees for
         this reduced service will revert to those listed on Attachment 2 as of
         the date of termination. In such event, the annual license fee under
         Paragraph 2.1 shall no longer apply.

7.0      EXCUSE OF PERFORMANCE

         ISI shall not be liable for delays in performance hereunder which arise
         from causes beyond its control including, but not limited to: fire,
         flood, or unusually severe weather; freight embargoes; power or
         communication line outages; delays of independent delivery service; or,
         any failure of Company to furnish ISI with information or forms needed
         by ISI to complete its processing obligations under this Agreement
         provided ISI makes specific written requests for such information from
         Company, and a response is not forthcoming within five (5) business
         days. ISI will make every reasonable effort to mitigate the damage,
         return to full performance, and take the timely actions necessary to
         improve the chance of success of a CAR appeal if needed.

8.0      WARRANTIES BY ISI

8.1      WARRANTIES OF SERVICES: Subject to the provisions of this section, ISI
         warrants that the services and support provided under this Agreement
         shall be as described in this Agreement and its attachments. However,
         ISI makes no warranty that the MIPS or the Systems will be either
         uninterrupted or error-free. Company shall share responsibility for
         verifying the accuracy and completeness of all output and all forms
         used by ISI for Company. OTHER THAN THE EXPRESS REPRESENTATIONS AND
         WARRANTIES CONTAINED IN THIS AGREEMENT, ISI MAKES NO REPRESENTATIONS,
         WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
         LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
         PURPOSE.

8.2      WARRANTIES OF NON-INFRINGEMENT: ISI represents and warrants that it has
         the full power and authority to grant the rights granted under this
         Agreement without the consent of any other party. ISI further
         represents and warrants that its Systems do not infringe any valid
         United States patent, copyright, or trade secret.

                                        4

<PAGE>

                                                                             ISI

9.0      DISPUTES AND LIMITATION OF LIABILITY

9.1      DISPUTES: In the event that any dispute arises under this Agreement,
         the parties will make every effort to resolve the dispute by mutual
         agreement. If the dispute cannot be resolved in such manner, the
         parties agree to submit such dispute to binding arbitration by a single
         arbitrator in accordance with the then-current rules of the American
         Arbitration Association. Judgment upon the award rendered may be
         entered and enforced in any Massachusetts court of competent
         jurisdiction. However, ISI agrees to continue to perform its
         obligations under this Agreement during the pendency of such dispute or
         arbitration so long as Company continues to pay the license fee, policy
         processing fees and other fees and charges due and payable by Company
         hereunder.

9.2      LIMITATION OF LIABILITY: In no event shall either party be liable to
         the other under any claim, demand or action arising out of or relating
         to their performance under this Agreement for any special, indirect,
         incidental, exemplary, or consequential damages (including, but not
         limited to, loss of anticipated profits, loss of use, or loss from
         business disruption), regardless of whether or not either party, their
         employees or agents have been advised of the possibility or likelihood
         of such damages. Except in the event of a finding of gross negligence,
         ISI's total liability for direct damages each year arising out of or in
         connection with this Agreement shall in no event exceed one month's
         average processing fee for the calendar year in which the event causing
         the damages occurred. As used herein, the "processing fee" shall mean
         the license fee plus the fees for policy processing, forms, Decision
         Support System and telecommunications. The parties agree that Company
         may incur costs, losses or expenses in the event that ISI's Systems
         directly cause improper policy cessions or fail to properly cede
         policies to CAR as required by this Agreement. Therefore, it is agreed
         that direct damages incurred by Company shall specifically include
         losses and expenses not covered by CAR due to cession problems or
         Company's increased CAR deficit shares.

10.0     GENERAL

10.1     ASSIGNMENT: The provisions of this Agreement shall be binding on the
         parties and on their successors and assigns. This Agreement shall not
         be assigned by either party without the prior written consent of the
         other, which consent shall not be unreasonably withheld, except that
         the Agreement may be assigned by Company to a subsidiary corporation or
         a corporation controlled by the present shareholders of Company.

10.2     TAXES: In addition to the fees and charges set out in this Agreement
         and Attachment 2, Company agrees to pay any taxes arising from the
         provision of services under this Agreement or any other activities
         hereunder including sales, use, privilege, excise, or other taxes or
         assessments, except for taxes based on ISI's net income.

10.3     DEFENSE OF ACTIONS: In the event that any statutory or regulatory
         authority seeks refunds, damages or other compensation from Company
         that is claimed to be attributable to the services provided under this
         Agreement, ISI shall, at its own expense, have the right to participate
         in any discussions, hearings, or other proceedings regarding such
         action. Company agrees to cooperate with ISI in this regard to include
         notification of the pendency of any such action. However, the final
         decision regarding the appeal of such refunds, damages or compensation,
         as well as the strategy and appellants, will remain Company's exclusive
         right.

10.4     ENTIRE AGREEMENT: This Agreement (including all of its attachments and
         any addenda hereto) shall constitute the entire agreement between ISI
         and Company relating to the

                                        5

<PAGE>

                                                                             ISI

         subject matter hereof and shall supersede all prior negotiations,
         agreements and understandings between the parties relating to the
         subject matter of the Agreement.

10.5     MODIFICATION: No modifications or additions to this Agreement shall be
         binding on either party unless made in writing and signed by the party
         against whom enforcement is sought.

10.6     WAIVER: No waiver of any provision of this Agreement shall be effective
         unless made in writing. No waiver by either party of any breach of any
         provision of this Agreement shall be construed as a waiver of any
         subsequent breach or as a continuing waiver of such breach of this
         Agreement. Failure to enforce any contract term shall not be deemed a
         waiver of future enforcement of that or any other term.

10.7     NOTICE: All notices permitted or required under this Agreement shall be
         directed to the address set forth on the first page hereof or to such
         address as either party may from time to time specify by written notice
         to the other. All notices shall be transmitted in one or more of the
         following ways:

         a.       In writing, delivered in person: effective upon delivery; or,

         b.       Mailed by first class registered or certified mail, return
                  receipt requested, postage prepaid: effective 10 days after
                  mailing; or,

         c.       Sent by telex, or other telecommunications medium providing a
                  verifiable transcript: effective upon receipt.

10.8     SEVERABILITY: The provisions of this Agreement shall be severable. If
         any provision of this Agreement is held invalid or unenforceable, then
         (a) such provision shall be interpreted as though it provided for the
         maximum permissible obligation or right, (b) application of such
         provision in any other circumstances shall not be affected thereby, and
         (c) the application of the remaining provisions hereof shall not be
         affected by such application.

10.9     SUBSTANTIAL DEFAULT AND/OR DISCONTINUATION OF SERVICES: If ISI
         substantially defaults on its contractual obligations, or if ISI
         decides to no longer make the service available, ISI then grants to
         Company the option to immediately license the Massachusetts Automobile
         System for a fee of $250,000. The fee is payable to ISI at the time all
         programs, files and documentation are turned over to Company.

10.10    HEADINGS AND TITLES: The designations of titles or headings for
         paragraphs in this Agreement are for convenience only and shall not
         limit or construe the contents of the Agreement in any way.

10.11    GOVERNING LAW: The terms and conditions of this Agreement shall be
         governed by the laws of the Commonwealth of Massachusetts.

                                        6

<PAGE>

                                                                             ISI

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

ISI SYSTEMS, INC.                         COMMERCE INSURANCE
                                          COMPANY

-s- Edward J. Mezzanotte                  -s- Gerald Fels
---------------------------------------   ------------------------------------
Signature                                 Signature

Edward J. Mezzanotte
---------------------------------------   ------------------------------------
Name                                      Name

Executive V. P. & General Manager
---------------------------------------   ------------------------------------
Title                                     Title

12/17/91                                  12/13/91
--------------------------------------    ------------------------------------
Date                                      Date              [12/13/91-im-j#53]

                                        7

<PAGE>

                                                                             ISI

                                  ATTACHMENT 1

                                       TO

                             MASSACHUSETTS INSURANCE

                          PROCESSING SERVICE AGREEMENT

                              STATEMENT OF SERVICES

                         PART A - CONDITIONS OF SERVICE

1.0      GENERAL

1.1      SERVICES - This attachment to the Massachusetts Insurance Processing
         Service (MIPS) Agreement ("Agreement") describes the services and
         conditions of service to be provided by ISI. MIPS includes:

         1.1.1  Policy Administration

                a. Cycle Processing

                b. Regulatory Interfaces and Processing

                   (1) Merit Rating Board

                      - Notice to Reinquire

                      - Notice of Surcharge

                   (2) Commonwealth Automobile Reinsurers

                      - Cession Reporting

                      - Premium Reporting

                      - Claims Loss Reporting

                   (3) Registry of Motor Vehicle and Uninsured Motorist System

                c. Decision Support System

         1.1.2  Elective Services

1.2      CHOICES OF SERVICES - Company's choices of services are noted by its
         initials in Attachment 2 of this Agreement.

1.3      COMPANY LOCATIONS - ISI will provide MIPS for the following Company
         locations:

                      211 Main Street
                      Webster, MA 01570

                      Gore Road
                      Webster, MA 01570

2.0      BASIC SERVICES

2.1      ON-LINE ACCESS - ISI's on-line system will be available during ISI's
         standard hours, 7:00 a.m. to 7:00 p.m. E.S.T., with Saturday
         availability from 8:00 a.m. to 5:00 p.m.

                                        8

<PAGE>

                                                                             ISI

         E.S.T. except when ISI requires System testing of major releases or
         large production runs. Availability beyond these times will be extended
         at ISI's option.

2.2      DELIVERY OF OUTPUT - ISI shall deliver output and magnetic tapes
         between ISI's computer facility and Company's location(s). Subject to
         Paragraph 7.0 of the Agreement, ISI agrees to deliver all reports and
         insurance documents within one (1) business day, excluding holidays and
         weekends, following the Company's processing cycle. Electronic
         transmissions will be forwarded to Company immediately following
         successful completion of quality control and balancing of Company's
         processing cycle at ISI. Changes or enhancements whether initiated by
         Company or ISI, will occasionally impact this delivery schedule.
         Quality control and balancing steps will commence immediately following
         the production cycle.

2.3      CUSTOMER SUPPORT - ISI shall provide telephone support to Company
         regarding the operations of the Systems during business hours (9:00
         a.m. to 5:00 p.m. E.S.T.) except weekends and holidays.

2.4      PROGRAM MAINTENANCE - ISI shall maintain all MIPS computer programs in
         accordance with Paragraph 3.0 (Compliance with Regulatory Requirements)
         of the Agreement.

2.5      DATA RETENTION - ISI shall retain the most recent six (6) months of
         data on electronic media to enable recovery from any errors in services
         under this Agreement. Data retention for additional periods of time is
         available at ISI's current rates.

2.6      DISASTER RECOVERY - In the event of a localized disaster such as
         earthquake, hurricane, snowstorm, or fire at the Systems site, the
         services to be performed by the Systems shall be performed at an
         alternate site on equipment which will be able to provide Company's
         minimum processing requirements. Equipment at the alternate site shall
         be operated by ISI employees or by trained professionals who are
         competent to operate such equipment and perform such services. ISI
         assures Company that a disaster recovery plan is in place and that such
         plan is available to Company.

2.7      AUDIT - ISI will allow Company's Internal Audit Department to perform
         an annual ISI controls review which will provide Company with assurance
         that the processing environment at ISI is adequately controlled.

3.0      NETWORK SERVICES

3.1      SERVICES - ISI will provide network services to Company. ISI will also
         supply network planning and engineering services to configure the
         appropriate equipment to support the Company's processing volume. ISI
         will operate the network and will service all network changes and
         problem reports. ISI will also be responsible for the installation and
         ongoing management of all telephone lines and modems required to
         support Company's communications hardware.

3.2      ACCESS - Company will have access to the ISI Network. Network access
         permits Company to attach telecommunications equipment or computers
         from one or more locations as detailed in Part A of this Attachment.
         Company shall pay ISI a

                                        9

<PAGE>

                                                                             ISI

         monthly charge for access to the ISI Network as reflected in Attachment
         2. ISI will operate the network and will support all change requests
         and problem reports. Remote Job Entry (RJE) will be implemented at no
         charge.

3.3      TELECOMMUNICATIONS EQUIPMENT CHARGES - Based on Company's present
         volumes, ISI agrees to install a terminal for each 12,500 policies on
         the ISI Masterfile. ISI shall be responsible for all costs associated
         with the terminal, such as installation costs, modem, terminal
         multiplexor and line costs, as well as related terminal costs. If
         additional terminals are desired, Company may use its own terminals.
         Terminals desired in Agency locations shall be separately negotiated
         with all User Companies sharing on a pro-rata basis. Network access to
         the ISI's Systems is charged on a monthly basis for generic access and
         utilization of the communications network. The current network access
         fee will support as many as 120 concurrently utilized terminals. If
         Company requires more than 120 terminals, the network access fee would
         increase per Attachment 2. Company's phone lines and modems are
         provided at no charge to Company. If Company requests additional phone
         lines or equipment, Company will be charged at ISI's then current
         rates.

3.4      TELECOMMUNICATIONS RELOCATIONS - Company shall pay ISI at its
         then-current rates for the relocation of any telecommunications
         equipment.

4.0      OUTPUT SERVICES

4.1      SERVICES - At Company's option, ISI will provide the following output
         services.

         a.       Insurance Forms: ISI will provide laser printer insurance
                  documents to include renewal applications, statement of fact,
                  four-part declaration page, and SDIP letters, and will also
                  provide all services associated with production and management
                  including all operators' costs associated with machine
                  processing and readying of work for processing, and all
                  reasonable sorting, bursting and decollating of output forms.
                  Unless otherwise provided herein, ISI will purchase those
                  forms necessary for utilization hereunder for Company's
                  account. In no event will ISI be liable for any errors or
                  omissions contained in any Company-furnished or
                  Company-prescribed forms. Company shall be solely responsible
                  for verifying the accuracy and completeness of all forms
                  provided to ISI for Company's use by Company.

                  Policy assembly and attaching endorsement printing, etc. will
                  not be included; and may be offered as an optional service for
                  a fee.

         b.       Production Reports: ISI will produce control and balancing
                  reports in conjunction with the Company's processing cycle.
                  All reports will be produced in ISI standard laser output
                  format.

         c.       Microfiche Output: ISI will provide microfiche for impact
                  printed output as described in Part B below. ISI will produce,
                  quality control and ship microfiche output per Company's
                  specifications.

4.2      FEES - Costs of forms are as specified in Attachment 2.

                                       10

<PAGE>

                                                                             ISI

                   PART B - DESCRIPTION OF PROCESSING SERVICES

MIPS provides the following services for private passenger and commercial/fleet
lines of business:

1.0      POLICY ADMINISTRATION

1.1      CYCLE PROCESSING SERVICES - ISI will provide data collection services
         via the Massachusetts Automobile Recording and Storage (MARS) System
         for all policy related information. ISI will process all policy
         administration transactions against entered policies for private
         passenger and commercial automobile, as selected in Attachment 2. This
         includes the following services:

         a.       Data entry and editing for all transactions including: new
                  business, endorsements, renewals, cancellations and policy
                  maintenance functions.

         b.       Rating of policies and endorsements.

         c.       Issuance of automatically rated policies.

         d.       Processing of cancellations, reinstatements and rewrites.

         e.       Processing of premium reporting and policy cessions for
                  automatically rated policies.

         f.       Production of such insurance forms as Coverage Selection Pages
                  and Safe Driver Insurance Plan (SDIP) Letters.

         g.       Production of control reports:

                  -        Policy Register

                  -        Error Logs

                  -        Masterfile Control Reports

         h.       Production of microfiche reports:

                  -        Control Reports

                  -        Safe Driver Insurance Plan Statements

1.1.1    CYCLE PROCESSING OPTION - At Company's option, Company may select a
         cycle processing frequency of one to five times weekly. The processing
         cycle will apply transactions, update file and databases, produce
         Company interface files, and create output reports and insurance
         documents.

1.1.2    MARS DATA ENTRY SYSTEM - ISI will provide on-line data entry services.
         In addition, ISI will provide generic edits for all data fields.
         Company specific edits are available from ISI as special programming
         requests. Company will receive the enhancements utilizing the Mercury
         Database with no additional charge for use of said database. However,
         utilization of the Mercury Database for inquiry purposes in the
         traditional agency or customer service role is not authorized.

                                       11

<PAGE>

                                                                             ISI

1.1.3    RATE STRUCTURES - The fees and charges in this Agreement reflect ISI's
         support of the currently selected Massachusetts mandated rate structure
         as approved by the Massachusetts Division of Insurance and any Company
         specific deviations from those set rates.

1.1.4    INDEPENDENT RATE FILINGS - Independent rate filings such as those
         necessitated by competitive rating requiring significant changes such
         as, but not limited to, rating methodologies, structure of territories,
         or modifications of class descriptions shall be included as a part of
         this pricing structure.

1.1.5    PRIVATE PASSENGER FEES

         a.       Company will pay ISI a policy processing fee for processing
                  Private Passenger automobile polices. This annual fee will be
                  billed out in twelve (12) equal monthly installments. On a
                  monthly basis, the in-term policy count for Company listed on
                  the ISI Underwriting Policy Controls, Policy Distribution
                  Report will be multiplied by the annual policy processing fee
                  divided by twelve. As used here, an in-term policy is an
                  insurance policy residing on the ISI Master Policy File as
                  measured from the effective date of each policy.

         b.       Renewal policy records may be processed on the System for up
                  to sixty (60) days prior to scheduled renewal at no charge.
                  However, renewal policy records stored for periods greater
                  than sixty (60) days prior to scheduled renewal shall be
                  charged at the policy processing fee. Expired policies will be
                  retained thirty (30) days beyond the policy expiration date.
                  Expired policies retained for more than 30 days beyond the
                  expiration date will be billed at the policy processing fee.

         c.       Should Massachusetts regulations require Company to add or
                  keep policies beyond the above stated days, then ISI will
                  provide this additional service at no charge to Company.
                  However, if Company, at its option, requires policies to be
                  kept beyond the above stated days, then Company will be
                  charged at the policy processing fee.

         d.       All fees are specified in Attachment 2.

1.1.6    COMMERCIAL AUTOMOBILE PROCESSING FEES

         a.       Company will pay ISI a service fee for processing Commercial
                  and Fleet automobile policies based on the Commercial and
                  Fleet premium volume as shown on the ISI Masterfile Control
                  Report. As used here, "Commercial and Fleet Automobile
                  Policies" shall mean all vehicles written on a fleet policy
                  and/or carrying a Commercial Class code as defined by the
                  Department of Insurance or a Private Passenger Type Vehicle
                  that is allowed on a Commercial Policy. "Fleet Policies" shall
                  be defined as five (5) vehicles or more of any classification
                  or type on a policy.

         b.       All fees are specified in Attachment 2.

1.1.7    MICROFICHE

         a.       On a cycle basis, ISI will provide microfiche reports
                  containing policy register for policies with activity during
                  that cycle.

         b.       Three (3) copies are included in the policy processing fee.

                                       12

<PAGE>

                                                                             ISI

1.1.8    STATISTICAL INTERFACE FILES

         ISI will provide an interface file(s) between ISI's MIPS Systems and
         Company's internal processing systems allowing Company's computer
         systems to incorporate and verify Massachusetts automobile data without
         manual data entry. ISI will provide the following functions at no
         charge:

         -        Update interface files to reflect regulatory changes using
                  mutually-agreeable Company specifications,

         -        Provide test packages of state changes in statistical
                  reporting requirements,

         -        Identify premium/non-premium transactions,

         -        Issue control and balancing reports, and

         -        Produce interface files during Company's processing cycle.

         Any customization of the files beyond regulatory requirements shall be
         at ISI's time and materials rate as defined in Attachment 2.

1.2      REGULATORY INTERFACES

1.2.1    MERIT RATING BOARD (MRB) PROCESSING

         a.       SERVICES - ISI will provide data processing services in
                  support of all current and future MRB activities in the
                  following areas:

                  -        Safe Driver Insurance Program (SDIP)

                  -        Notice of Surcharge

                  -        Notice to Reinquire

                  (1)      Safe Driver Insurance Plan (SDIP) - ISI processing
                           services will support all current and future SDIP
                           requirements mandated by the MRB. ISI will:

                           -        Produce inquiries on magnetic tape for new
                                    business, renewals, reinstatements, and the
                                    addition of a new driver or property damage
                                    coverage.

                           -        Convert SDIP points to premium.

                           -        Apply SDIP points/credits to vehicles.

                           -        Generate all SDIP forms, including
                                    "Statement of Unsafe Driver" and "Driver
                                    Questionnaires".

                           -        Produce management reports summarizing
                                    inquiries generated, points applied, and
                                    policy-to-date credit/point premiums at each
                                    underwriting cycle.

                           -        Produce registers and error reports for each
                                    transaction sent to and received from the
                                    MRB.

                           -        Produce informational inquiries on magnetic
                                    tape for converted not yet renewed policies.

                           -        ISI will produce microfiche copies of SDIP
                                    letters and Error letters.

                                       13

<PAGE>

                                                                             ISI

                  (2)      Notice to Reinquire System - At Company's option, ISI
                           will support all MRB requirements for Notice to
                           Require activities. The System will:

                           -        Process Notices to Reinquire from the MRB on
                                    magnetic tape.

                           -        Generate all MRB reinquiries.

                           -        Apply resulting points and premium
                                    adjustments to policies.

         b.       RESPONSIBILITIES - The Merit Rating Board is responsible for
                  all data produced by the MRB. Company is responsible for the
                  integrity of all data that is keyed into the System that
                  causes inquiry activity. ISI is responsible for the correct
                  use and application of that data within the MIPS Systems.

         c.       FEES - Fee is included in Policy Processing Fee as specified
                  in Attachment 2.

1.2.2    COMMONWEALTH AUTOMOBILE REINSURERS (C.A.R.) PROCESSING SERVICES

         a.       C.A.R. Services - ISI will provide processing services to
                  support current Commonwealth Automobile Reinsurers (C.A.R.)
                  cessions requirements. ISI will:

                  -        Submit monthly file for renewal business transactions
                           to CAR and Company.

                  -        Submit daily file for new business transactions to
                           CAR and Company.

                  -        Produce and ship Transaction Code 4 and 5 for
                           subsequent processing by C.A.R.

                  -        Produce control reports and monthly transmittal
                           memorandum

         b.       Fees - All fees are specified in Attachment 2.

         c.       Development of Cession Monitoring Reporting System - ISI will
                  assist Company with the development of a comprehensive cession
                  monitoring reporting system. This system will ensure all
                  cession transactions are reported to CAR consistent with the
                  corresponding premium transaction, regardless of origin. Prior
                  to June 1, 1992, Company and ISI will work together to define
                  one or more approaches to a Cession Monitoring Reporting
                  System and ISI will provide Company with an estimate for the
                  development and processing fee for each approach. The
                  development fee will be appropriate only if Company will
                  receive customized enhancements beyond those offered to all
                  other ISI customers. Company will notify ISI no later than
                  August 1, 1992 whether or not it will utilize one of the
                  defined systems.

1.2.3    UNINSURED MOTORIST SYSTEM (UMS)

         a.       Services - ISI will provide services to Company as required
                  for Company's compliance with the applicable Massachusetts
                  regulations for the processing of Uninsured Motorists/Private
                  Passenger policies in coordination with the Registry of Motor
                  Vehicles.

                  (l)      The UMS Integration Service will automatically
                           pre-fill data entry screens and provide on-line error
                           correction. At Company's option, uninsured motorist
                           required transactions will be submitted in one of two
                           ways:

                                       14

<PAGE>

                                                                             ISI

                           -        New business, cancellations, reinstatements,
                                    clear unpaid premium transactions,
                                    policyholder change transactions, and add
                                    and deleted vehicle transactions will be
                                    submitted via on-line submission, or

                           -        New business, cancellations, renewals, UMS
                                    required endorsements, reinstatements and
                                    clear unpaid premium amounts will be
                                    submitted via a daily batch tape to the
                                    Registry of Motor Vehicles.

                  (2)      The UMS Inquiry Service will provide an on-line
                           inquiry link to the Registry's database through ISI's
                           existing MIPS data entry terminals to enable
                           verification of vehicle identification number (VIN),
                           license number, registration, policyholder data,
                           insurance history, SDIP information and unpaid
                           premiums.

                  (3)      At Company's option, ISI will produce UMS error
                           reports on microfiche.

         b.       Fees - Fee is included in the Policy Processing Fee as
                  specified in Attachment 2.

1.3      DECISION SUPPORT SERVICE

1.3.1    SERVICES - ISI will provide Company with a customized Decision Support
         Service (DSS) to assist Company in automating its underwriting
         decisions for Private Passenger processing as follows:

         a.       DSS will review each policy on the masterfile and assign point
                  values on the basis of territory, class, surcharge, driver
                  vehicle and other relevant factors based on Company's
                  proprietary and confidential algorithms. DSS will produce
                  reports which will list policy information, the computed point
                  values for those policies, and information as to what factors,
                  if any, were missing during the analysis run and the defaults
                  assumed in the case of missing information. Based upon this
                  information, Company will determine the policies upon which
                  actions should be taken.

         b.       At Company's option, ISI will replace Company's proprietary
                  and confidential algorithms with ISI's generic Analyzer
                  algorithms. In addition, ISI will make available to Company at
                  its request the industry-pointing information and tables
                  developed by ISI.

         c.       ISI will maintain and update the Company's proprietary
                  algorithms as stated in this paragraph. Company will provide
                  its proprietary algorithms to ISI in writing, marked
                  "Proprietary and Confidential", to a designated ISI employee
                  as advised by ISI. Such algorithms will be maintained in
                  strict confidence in accordance with Paragraph 5.2 of the
                  Agreement. In addition, ISI shall allow access to such Company
                  proprietary algorithms only to its employees who require such
                  information to perform ISI's obligations under this Agreement.
                  ISI agrees to not disclose Company's algorithms to any third
                  parties, or to use said algorithms, or similar algorithms
                  developed by ISI based upon Company's proprietary algorithms,
                  in its generic Analyzer product.

         d.       At Company's option, DSS will provide software services to
                  automatically move individual policies either in or out of
                  C.A.R at new business or renewal. At new business and prior to
                  policy renewal, Company may generate an override transaction
                  on an individual policy preventing automatic movement.

         e.       DSS will be run daily, weekly and monthly depending upon
                  Company selected options.

                                       15

<PAGE>

                                                                             ISI

         f.       DSS reviews and reports the entire Company in-force masterfile
                  each month in addition to the prior month's new business and
                  client converted not yet renewed policies.

         g.       At Company's option, ISI will produce microfiche copies of the
                  reports.

         h.       From time to time, the information and output formats may
                  change to reflect changes in Massachusetts regulatory
                  decisions.

1.3.2    ANALYSIS AND TESTING - Each year from August 1st to July 31st, Company
         will receive a total of twenty (20) days of programming analysis and
         testing at no charge. However, ISI reserves the right to advise Company
         that a specific request may incur more than twenty days' effort. In
         such an instance, ISI will deliver an estimate of charges for the
         entire project crediting the twenty days, and wait for Company's
         approval. Failure to utilize said services shall neither entitle
         Company to a credit nor entitle it to carry said services forward. ISI
         agrees to rewrite Company's DSS logic with PROVE software, when
         requested by Company and at no cost to Company. ISI assures Company
         that the above mentioned twenty (20) days of free programming will not
         be used for a rewrite of DSS using PROVE. ISI will inform Company in
         advance if a particular request will result in the particular year's
         free programming time being exceeded. Approval by Company will be
         secured before the request is started by ISI.

1.3.3    FEES - Company agrees to pay ISI a per policy DSS fee. All fees are
         specified in Attachment 2.

2.0      ELECTIVE SERVICES

2.1      SUPPLEMENTAL SERVICES - Company shall be entitled to receive copies of
         any revisions to the System documentation produced by ISI. Additional
         copies of operational manuals and documentation may be obtained from
         ISI upon Company's written request at ISI's standard charge.

2.2      SUPPLEMENTAL TRAINING - Supplemental training and education for the
         MIPS system including data entry, Systems functional capabilities, and
         systems output review will be available upon Company request at ISI's
         training fees as defined in Attachment 2.

2.3      CUSTOMIZED PROGRAMMING - Customized programming for the MIPS system
         will be available upon Company's request at ISI's rates as defined in
         Attachment 2. Each calendar year, Company will receive a total of forty
         (40) days of programming, analysis and testing for special requests
         submitted by Company. ISI will inform Company in advance if a task
         requires more than 40 days, or if the performance of a particular
         request will result in the Company exceeding the 40 free days of
         programming time. The following procedures will apply:

         a.       From time to time, Company may ask ISI to review requirements
                  for customized work. In all cases, ISI will provide Company
                  with estimates of charges to accomplish said work. Company
                  shall have no ownership or other interest in such customized
                  work. Company, however, shall not be charged for any
                  additional development costs associated with the development
                  of generic tools to facilitate similar development for other
                  ISI customers. If ISI makes an enhancement which Company paid
                  for in customization available to its other client companies,
                  ISI shall proportionately reimburse Company for the charges
                  paid for such enhancements to the extent that the

                                       16

<PAGE>

                                                                             ISI

                  effort required by ISI to develop and implement the
                  enhancements for its other clients is reduced by the prior
                  efforts associated with ISI's customized development of the
                  enhancements for Company

         b.       In certain cases, Company may request customized work which
                  Company categorizes as "proprietary status". Proprietary
                  status items are defined as those items which Company believes
                  may provide them a competitive edge in the industry. ISI will
                  acknowledge receipt of a proprietary status item and determine
                  if the item existed at that time as a planned enhancement, or
                  has already been provided to another customer. If the item
                  does not meet either criteria and Company approves the costs
                  to complete, ISI will not provide the same proprietary status
                  item to its other customers for a period of twenty-four (24)
                  months from the date of availability of that item or discuss
                  the proprietary status item with its other customers until the
                  24 month waiting period has expired. If ISI makes an
                  enhancement, which Company paid for in customization,
                  available to its other client companies after the 24 month
                  waiting period has expired, ISI shall proportionately
                  reimburse Company for the charges paid for such enhancement to
                  the extent that the effort required by ISI to develop and
                  implement the enhancements for its other clients is reduced by
                  the prior efforts associated with ISI's customized development
                  of the enhancements for Company

         c.       If during the 24 month period, a third party approaches ISI to
                  conduct similar work, ISI will advise Company of such request.
                  In addition, ISI will ask third party to provide complete
                  written specifications and in so performing work, will not
                  utilize any of the Company programs or Company proprietary
                  information.

         d.       Should a completed proprietary status item become a required
                  regulation either in part or in its entirety, within the 24
                  month period, Company will waive proprietary status.

         e.       During the 24 month period, ISI may request Company's
                  permission to consider allowing ISI to market the custom work
                  to other customers for a fee. ISI would propose to Company a
                  royalty plan as compensation.

                                       17

<PAGE>

                                                                             ISI

                                  ATTACHMENT 2
                                       TO
                                RENEWAL ADDENDUM
                                     BETWEEN
                                ISI SYSTEMS, INC.
                                       AND
                           COMMERCE INSURANCE COMPANY

                                CHARGES AND FEES

                                                1/1/92 to 12/31/97**

UNDERWRITING - [Agreement, 2.1]

Annual License Fee                              $   900,000.00

TELECOMMUNICATIONS - [Part A, 3.0]

Network Access Charge,
1-120 Terminals, per month                      $     3,600.00
121-240 Terminals, per month                    $     3,600.00
Telephone Lines, requested by Company                 AT THEN CURRENT RATES
Other Equipment, requested by Company                 AT THEN CURRENT RATES

FORMS*-[Part A, 4.0]

Forms Fee, per policy                           $          .48

POLICY PROCESSING - [Part B]

Annual Fee, per policy, - [1.1.5]
   to include:                                  $         1.20

Five Times Weekly Processing - [1.1.1]
Rating and Issuance - [1.1.3]
Renewal Records - [1.1.5b]
MRB Processing - [1.2.1]
   SDIP Processing - [1.2.1, a,1]
C.A.R. Processing - [1.2.2]
UMS Processing - [1.2.3]
Microfiche - [1.1.7]
Statistical Interface Files, - [1.1.8]
   Provisional Tapes
   SNC Lienholder Processing

Commercial Automobile, - [1.1.6]
   Annual Fee, per percentage
   of written premium                                      .95%

DSS* - [Part B, 1.3]

DSS, per policy fee                             $          .72
   Informational Inquiry included

TRAINING- [Part B, 2.2]

Training rate, per day***                       $       550.00
Training rate, per partial day                  $       300.00

TIME AND MATERIAL RATE - [Part B, 2.3]

Labor rate, per hour                            $       70.00
Materials, as required                                AT THEN CURRENT RATES

*        DSS and Forms services may not be discontinued prior to December
         31,1994.

**       Charges and Fees for Calendar Years 1995 through 1997 are subject to
         Section 2.1 of the Agreement and CPI increases, with the exception of
         Commercial Automobile Annual Fee.

***      A day is defined as a period of time greater than four (4) hours.

                                       18

<PAGE>

                                                                             ISI

                                  ATTACHMENT 2
                                       TO
                                RENEWAL ADDENDUM
                                     BETWEEN
                                ISI SYSTEMS, INC.
                                       AND
                           COMMERCE INSURANCE COMPANY

                                CHARGES AND FEES

CONTINGENT FLEET AND COMMERCIAL AUTO FEES - [Agreement, 6.5]

Commercial Automobile, - [Part B, 1.1.6]
   up to $500,000 in Premium Volume                    2.0%
   from $500,001 to $1,000,000                         1.5%
   over $1,000,000                                     1.0%

                                       19

<PAGE>

                                                                             ISI

                                  ATTACHMENT 3
                                       TO
                                RENEWAL ADDENDUM
                                     BETWEEN
                                ISI SYSTEMS, INC.
                                       AND
                           COMMERCE INSURANCE COMPANY

                             SCHEDULED ENHANCEMENTS

                               91.2 November, 1991

1.       Prefill (key over changes)

2.       NB issued with actual SDIP STEP

3.       Automation of Passive Restraint Discount

4.       Pre-term Renewal with Renewal Term SDIP

5.       Laser Printing:

                  1992 Coverage Selection Page - Private Passenger
                  1992 Statement of Facts

                                      1992

6.       Laser Printing: 1992 SAP (Commercial Lines) Coverage Selection Pages

7.       Transaction Listing of Suspended Activity

8.       Duplication of coverage information from one vehicle to next - to
         expedite Data Entry

9.       Expansion in number of Driver field

                                      1993

10.      Delivery of Generic Commercial Lines Analyzer product - Fee to be
         negotiated*

11.      Automation of Mass Auto Garage policy - Fee to be negotiated (not to
         exceed 2% of premium per year)

*  Prior to June 1, 1992, Company and ISI will work together to define one or
   more approaches to a Commercial Lines Analyzer product and ISI will provide
   Company with an estimate for the processing fee for each approach. Company
   will notify ISI no later than August 1, 1992 whether or not it will utilize
   one of the defined systems. If Company decides to utilize one of the options,
   ISI will commence development of the product such that it will be available
   for Company's use no later than December 31, 1993.

                                       20

<PAGE>

                                                                             ISI

                                   ADDENDUM A
                                       TO
                        DATA PROCESSING SERVICE AGREEMENT
                                     BETWEEN
                                ISI SYSTEMS, INC.
                                     ("ISI")
                                       AND
                           COMMERCE INSURANCE COMPANY
                                   ("COMPANY")
                         DATED EFFECTIVE JANUARY 1,1992

The parties agree that the Agreement is amended as follows:

STATEMENT OF SERVICES

a.       On a monthly basis, United States Fidelity and Guaranty Company,
         Continental Insurance Company, American Hardware Insurance Company and
         Safety Insurance Company will provide ISI with magnetic tapes of
         policies whose agents will be Exclusive Representative Producers and
         Voluntary Producers.

b.       ISI will programmatically convert these policies into Company's file in
         anticipation of processing each policy as a New Business policy. This
         process will eliminate Company's requirement of keying each policy into
         ISI's Systems.

c.       Once the policies are on the ISI systems normal conditions, provisions
         and fees of the Agreement will apply.

d.       On a monthly basis, ISI will automatically transfer the designated
         Aetna polices to Company.

FEES

For the services, Company will be charged as follows:

a.       A one-time set up fee of $2,000.00 for United States Fidelity and
         Guaranty Company policies.

b.       A one-time set up fee of $2,000.00 for Continental Insurance Company
         policies.

c.       A one-time set up fee of $2,000.00 for American Hardware Insurance
         Company policies.

d.       A one-time fee of $.50 per policy for policies converted to the ISI
         System.

e.       No charge for USF&G Voluntary Producer policies. No USF&G Exclusive
         Representatives Producer policies will be converted.

f.       A $2.00 per policy fee for Aetna transfers. No charge for policies
         effective after July 31,1992.

<PAGE>

                                                                             ISI

g.       $100.00 per month during the conversion period for each Company Run.

All other terms and conditions of the Agreement remain in full force and effect
through the term of the Agreement.

ISI SYSTEMS, INC.                         COMMERCE INSURANCE
                                          COMPANY

-s- Edward J. Mezzanotte                  -s- Gerald Fels
---------------------------------------   --------------------------------------
Signature                                 Signature

Edward J. Mezzanotte                        Gerald Fels
---------------------------------------   --------------------------------------
Name                                      Name

Executive V. P. & General Manager           Executive Vice President & Treasurer
---------------------------------------   --------------------------------------
Title                                     Title

7/24/92                                   6/16/92
---------------------------------------   --------------------------------------
Date                                      Date

                                                               [5/27/92-ee-f#59]
<PAGE>

                                                                             ISI

                                   ADDENDUM A

                                       TO

              MASSACHUSETTS INSURANCE PROCESSING SERVICE AGREEMENT

                                     BETWEEN

                                ISI SYSTEMS, INC.

                                       AND

                           COMMERCE INSURANCE COMPANY

The parties agree that the Massachusetts Insurance Processing Service Agreement
("Agreement") by and between ISI Systems, Inc. ("ISI") and Commerce Insurance
Company, ("Customer"), dated December 13, 1991, is hereby revised as follows,
effective upon ISI's execution of this Addendum.

PARAGRAPH 92:

In line 10, change "the license fee " to read "the license fee (including Vision
transaction charges) plus".

Except as revised by this Addendum, the remaining terms and conditions of the
Agreement remain in full force and effect.

ISI SYSTEMS, INC.                          COMMERCE INSURANCE COMPANY

-s- M.C. Hagerman                          -s- Gerald Fels
--------------------------------------     -------------------------------------
Signature                                  Signature

MICHAEL C. HAGERMAN                        Gerald Fels
--------------------------------------     -------------------------------------
Name                                       Name

V. P., GENERAL COUNSEL-SECRETARY           Executive Vice President & Treasurer
--------------------------------------     -------------------------------------
Title                                      Title

11/9/92                                    September 30, 1992
--------------------------------------     -------------------------------------
Date                                       Date

                                                              [10/5/92-ee-b-#53]
<PAGE>

                                                                             ISI

                                    EXHIBIT 1
                                   VISION(TM)
                                SOFTWARE LICENSE
                                       TO
              MASSACHUSETTS INSURANCE PROCESSING SERVICE AGREEMENT
                                     BETWEEN
                                ISI SYSTEMS, INC.
                                     ("ISI")
                                       AND
                           COMMERCE INSURANCE COMPANY
                                   ("COMPANY")

The following software license terms (this "License") include the terms of and
are included in the Data Processing Service Agreement ("Agreement") to which
this License is attached. All terms defined elsewhere in the Agreement and not
otherwise defined in this License shall have the meaning given to them in the
Agreement.

1.0      GRANT OF LICENSE

         In consideration of the payment of the transaction fees by Company and
         subject to the terms and conditions of the Agreement and this License,
         ISI grants to Company a nonexclusive right, with right to sublicense to
         its selected agents only, to use the object code version of the Vision
         computer programs and all manuals, instructions, documentation, coding
         sheets or other documents or information relating thereto
         (collectively, the "Vision Software") at the site(s) of Company Agents
         and/or at Home Office locations on the CPU(s) indicated for such
         program in Attachment A to this License. The Vision Software will allow
         Company to use those functions of ISI's MIPS described in Attachment B
         to this License.

2.0      LIMITS ON USE

2.1      USE OF THE VISION SOFTWARE - Company shall use the Vision Software only
         for Company's internal purposes to access ISI's Massachusetts Insurance
         Processing Systems (MIPS) as provided for in the Agreement. Company
         shall not use the Vision Software for the benefit of or to provide
         services to any third party except its subsidiaries and selected agents
         including, but not limited to, use of the Vision Software to perform
         data processing services for a third party which is not a subsidiary of
         Company. For purposes of this License, "subsidiary" shall mean only
         those corporations or other legal entities in which Company owns at
         least fifty percent (50%) direct or indirect interest.

2.2      SUBLICENSE TO AGENTS - Subject to this License, Company may sublicense
         the Vision Software to its selected agents only for use with ISI and
         Company Systems. In effecting such sublicenses, Company shall cause its
         selected agents to agree to the provisions of this License in a form
         similar or substantially similar to the Agent's Sublicense attached to
         this License. Company will use its best efforts and take all

                                        1
<PAGE>

                                                                             ISI

        reasonable steps to protect the Vision Software from unauthorized
        reproduction, publication, disclosure, or distribution by its selected
        agents.

3.0      LICENSE FEES

         Company shall pay ISI the transaction fees specified in Attachment A
         which will be billed on a monthly basis.

4.0      OWNERSHIP AND CONFIDENTIALITY

4.1      LIMITED RIGHTS - Except as explicitly provided elsewhere in the
         Agreement (including but not limited to Part B, Section 2.3, Customized
         Programming) or this License, the Vision Software and all derivatives
         and modifications thereof (including those made by or for Company)
         shall at all times remain the property of ISI, and Company shall have
         no rights to such software. The Vision Software and all derivatives and
         modifications of the Software shall be deemed to be Confidential
         Information of ISI to be protected as explained below. All components
         of the Vision Software shall be clearly presented/marked as
         Confidential Information of ISI.

4.2      PROTECTION OF CONFIDENTIAL INFORMATION - Company shall treat and
         maintain in confidence all Confidential Information provided by ISI.
         Company shall not use, copy, disclose, or permit any of its personnel
         to use, copy or disclose such Confidential Information except to
         Company's selected agents to the extent allowed under this License.
         However, Company may disclose and demonstrate the Confidential
         Information to the extent necessary to prospective agents. Company
         shall limit access to Confidential Information to those employees
         and/or consultants who require such access in order to permit Company
         to use the Confidential Information to the extent permitted elsewhere
         in this License in furtherance of Company's business.

4.2.1    COPYING OF SOFTWARE - Company shall have no right to copy any of the
         Vision Software except for (i) purposes of system backup and (ii) as
         required to permit use of the Vision Software at Company's sites or its
         selected agents' sites.

4.2.2    STANDARD OF CARE - Company shall take all reasonable precautions to
         maintain the confidentiality of all Confidential Information including,
         but not limited to, employment of precautions for the protection of
         Confidential Information which are no less stringent than those
         employed by Company to protect its own proprietary information and
         trade secrets.

4.3      RETURN OR DESTRUCTION - If at any time Company has in its possession or
         under its control one or more partial or complete copies of any
         Confidential Information which Company does not, pursuant to the terms
         of this License, have the right to use at the location and/or on the
         computer where such copies are located, then Company shall (without the
         requirement of any notice or demand from ISI) either deliver to ISI or
         destroy all such copies, regardless of form. If Company elects to
         destroy such copies, it agrees to notify ISI promptly in writing that
         such copies have been destroyed.

4.4      SURVIVAL OF TERMS - The provisions of this Paragraph 4.0 shall survive
         termination of this License and the Agreement, regardless of the reason
         for such termination.

                                        2
<PAGE>

                                                                             ISI

5.0      LIMITED WARRANTIES

5.1      MEDIA - ISI hereby warrants to Company that all of the magnetic media
         delivered to Company by ISI on which any of the Vision Software is
         recorded (including any diskettes or tapes, but excluding the
         information recorded thereon) are free from defects in materials and
         faulty workmanship at the time of shipment by ISI. If any defect exists
         at the time of shipment which is detected within ninety (90) days of
         the time of shipment, then the defective item will be replaced by ISI
         at no charge to Company. THIS WARRANTY IS IN LIEU OF ALL OTHER
         WARRANTIES REGARDING THE MAGNETIC MEDIA, WHETHER EXPRESS OR IMPLIED,
         INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
         MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE
         EXPRESSLY DISCLAIMED. IN NO EVENT SHALL ISI BE LIABLE FOR ANY SPECIAL,
         INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM ANY DEFECTS
         IN THE MAGNETIC MEDIA.

5.2      VISION SOFTWARE - Subject to the limitations of liability contained in
         the Agreement and this license, ISI warrants that the Vision Software
         as delivered to Company and when used by Company without modification
         for its intended purpose (i) does not and will not infringe, violate or
         invade any copyright, trade secret, trademark, patent, right of
         privacy, or any proprietary or personal right of any third party, and
         (ii) so long as such program is supported by ISI, it will operate
         substantially as specified within the Vision Software product
         description. EXCEPT FOR THE FOREGOING WARRANTIES OF NONINFRINGEMENT AND
         OPERATION IN SUBSTANTIAL COMPLIANCE WITH SPECIFICATIONS, THE Vision
         SOFTWARE IS PROVIDED WITHOUT ANY OTHER EXPRESS OR IMPLIED WARRANTIES
         INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY
         OR FITNESS FOR A PARTICULAR PURPOSE.

5.3      CORRECTION OF ERRORS - Company understands and accepts the risk that
         errors may exist or occur in the Vision Software, and agrees that no
         such error will be deemed to violate the warranty contained in this
         Paragraph 5.0, provided ISI diligently investigates and corrects such
         error after Company reports it to ISI.

6.0      INFRINGEMENT INDEMNITY

6.1      INDEMNIFICATION - Subject to the limitations of liability contained in
         the Agreement and this License, ISI agrees to indemnify and hold
         harmless Company from all costs, expenses (including reasonable
         attorneys' fees), losses, liabilities, damages, and settlements arising
         out of or in connection with any claim or suit based on allegations
         which, if true, would constitute a breach of the warranty of
         noninfringement contained in Paragraph 5.0 above. ISI agrees to notify
         Company within 30 days of the date that such a claim or suit is filed
         against them and to provide a summary analysis of the factual/legal
         basis for such action and the likelihood for favorable settlement. ISI
         further agrees to provide updates to Company as significant
         developments occur (or every six months, whichever occurs first) as
         well as updated assessments of their ability to prevail.

6.2      RIGHT TO CURE OR TERMINATE - If any claim, demand or action brought
         hereunder against ISI or Company is based on allegations which, if
         true, would constitute a breach of the warranty of noninfringement
         contained in Subsection 5.2(i) above with respect to the Vision
         Software, then ISI, at its option and expense, shall have the right to
         do any one or more of the following:

                                        3
<PAGE>

                                                                             ISI

6.2.1    Obtain for Company the right to continue using the Vision Software or a
         modified version thereof.

6.2.2    Replace all or part of the Vision Software with a non-infringing
         Program; or,

6.2.3    If ISI cannot effect either of the options in Subparagraphs 6.3.1 or
         6.3.2 above, it may terminate the license granted to Company for the
         Vision Software and refund to Company an amount equal to the total fees
         paid to ISI by Company in connection with the Vision Software during
         the preceding twelve (12) months. This refund would be in addition to
         Company's other rights and remedies at law or equity.

7.0      MAINTENANCE AND UPDATES

7.1      ERROR CORRECTION - So long as it continues to support the Vision
         Software, ISI agrees to diligently investigate and correct any error in
         such program reported to ISI by Company and determined by ISI to be an
         error in the program or in the operating procedures recommended by ISI.
         These services shall be provided at no additional cost to Company in
         accordance with the following procedures:

7.1.1    ISI will accept error reports only from Company.

7.1.2    Company must first replicate the agent-reported error on its own
         hardware. If the error can be replicated and documented by Company, the
         error will then be reported to ISI through Company's Coordinator for
         investigation and correction. However, if ISI determines that any error
         reported by Company is not an error in the program or operating
         procedures, Company shall pay ISI for its services in investigating and
         correcting such error at ISI's then-current consulting fees.

7.2      UPDATES AND RELATED PRODUCTS - From time to time at its option, ISI may
         develop and distribute a new version or revision of the Vision Software
         ("Update", such as Local Area Network support and 4 page application to
         2 page) or a new product which is related and may in fact be a
         derivative of such program ("Related Product" such as REPS).

7.2.1    In general, a module of software which simply corrects errors or
         enhances the existing features and functions of a program is an Update,
         while one which adds new and significant functions and features is a
         Related Product. Whenever there is any question regarding the
         classification of a particular piece of software as an Update or a
         Related Product, ISI shall make a determination which shall be binding
         upon ISI's customers including Company.

7.2.2    At no additional cost, ISI shall provide to Company all Updates to the
         Vision Software. All Updates provided to Company hereunder shall be
         deemed to be Confidential Information and shall be subject to the
         provisions of this License. Company shall maintain the Vision Software
         based on the most recent version that ISI releases and ensure that its
         selected agents maintain the most recent version. Failure of Company to
         do so will release ISI from any further warranty or performance
         liability under the Agreement and this License relative to the affected
         copy of the Vision Software.

                                        4
<PAGE>

                                                                             ISI

7.2.3    ISI shall offer to Company the option to add any Related Product to the
         Vision Software at mutually-agreeable additional fees to be determined
         by ISI at the time of the offering. If Company does not choose to add
         an offered Related Product, ISI represents to Company that the VISION
         Product used by Company (reflecting the latest Update) will continue to
         be supported and updated by ISI.

7.3      UNSUPPORTED PROGRAMS - If ISI decides to no longer support the Vision
         Software, ISI shall have the right to amend the pricing schedule to
         this License of the Agreement to indicate that such Program is
         unsupported in accordance with the following procedure:

7.3.1    ISI shall provide written notice to Company that the Vision Software
         will cease to be supported on a specified date (the "Cutoff Date")
         which must be at least six (6) months in the future.

7.3.2    Until after the Cutoff Date, ISI shall continue to support such Vision
         Software and Company shall continue to pay any monthly use fee(s)
         specified on the Attachment A of the Agreement for such Vision
         Software.

7.3.3    Effective on the Cutoff Date, Attachment 2 of the Agreement shall be
         amended to reflect that such Vision Software is unsupported. As a
         result: (i) ISI shall have no further obligation to correct errors in
         the Vision Software; (ii) the warranty contained in Subsection 5.2(i)
         above shall no longer be effective with respect to such Vision
         Software; (iii) Company shall have no further obligation to pay any
         monthly use fees in connection with such Vision Software; and, (iv)
         Company shall have the right to receive a copy of the source code for
         such Vision Software, excluding any third-party software. At Company's
         option, ISI agrees to provide a copy of the source code anytime after
         the date of their announced decision to not support the Vision
         software.

7.3.4    ISI will use every reasonable effort to obtain for Company a license of
         any embedded third party software at a license fee or fees comparable
         to ISI's then current license fee for such software. ISI will
         immediately begin the efforts to pursue such third party software,
         after the date of their announcement to not support Vision, if so
         requested by Company.

8.0      TERMINATION OF VISION SOFTWARE

8.1      TERMINATION OF SELECTED AGENTS: Company may terminate any of its Vision
         Software licenses at any time. However, Company shall ensure that those
         provisions in the sublicense comparable to Paragraph 4.3 above are
         enforced relative to return and/or destruction of Vision materials.

8.2      TERMINATION OF COMPANY'S VISION SOFTWARE: Subject to Section 6.0 of the
         Agreement, Company may terminate this License in its entirety without
         payment to ISI after December 31, 1993, upon six (6) months' written
         notice to ISI.

9.0      MANUALS

9.1      MANUALS PROVIDED - At no additional cost to Company, ISI will provide
         one user manual for the Vision Software and applicable subsystems
         licensed by Company and one user manual for each agent location in
         which Vision has been installed.

                                        5
<PAGE>

                                                                             ISI

9.2      ADDITIONAL MANUALS - Company may purchase additional copies of the
         manual(s) for the Vision Software at ISI's then-current standard price
         for such manual(s).

9.3      SHIPPING - Company shall pay all shipping charges for manual copies and
         other documentation sent to its agents by ISI.

IN WITNESS WHEREOF, the parties hereto have caused this License to be executed
in duplicate by their duly authorized representatives as of the day and year
written below.


ISI SYSTEMS, INC.                          COMMERCE INSURANCE COMPANY

-s- M.C. Hagerman                          -s- Gerald Fels
--------------------------------------     ------------------------------------
Signature                                  Signature

MICHAEL C. HAGERMAN                        Gerald Fels
--------------------------------------     ------------------------------------
Name                                       Name

V. P., GENERAL COUNSEL-SECRETARY           Executive Vice President & Treasurer
--------------------------------------     ------------------------------------
Title                                      Title

11/9/92                                    September 30, 1992
--------------------------------------     ------------------------------------
Date                                       Date                [10/5/92-ee-g#53]

                                        6
<PAGE>

                                                                             ISI

                                  ATTACHMENT A
                                       TO
                                     VISION
                                SOFTWARE LICENSE

                         VISION SOFTWARE PRICE SCHEDULE

Company Computer Site:
                       _________________________________

                       _________________________________

Company CPU:           _________________________________


<TABLE>
<S>                                                                            <C>
NEW BUSINESS/ENDORSEMENT/CANCELLATION * TRANSACTION FEE:                       $    .50 each

   TRAINING FOR AGENTS
   (Groups of 10 People)

   ISI Location                                                                $  1,000
   Company Location                                                            $  1,000 **
   Agent Location                                                              $    400 **
                                                                                (Per agency)

   Hardware Review                                                             $    350 **
</TABLE>

Review of Pricing

Company agrees to use its best efforts to install Vision workstation software
for agents with an annual total of Commerce written personal automobile premium
of at least $40 million by May 1, 1993. Once this volume threshold is satisfied,
whether that is before or after May 1, 1993, ISI agrees to review the Vision
pricing. Company reserves the right to request the review of Vision pricing
anytime after the $40 million threshold is attained. If such threshold has not
been met, the above pricing, subject to the provisions of Paragraph 2.1 of the
Agreement, shall remain in effect.

*  Cancellation transactions will be available to Company upon a mutual
   agreeable date.

** Plus travel and living expenses when appropriate and subject to the approval
   of Company's authorized representative.

                                        7
<PAGE>

                                                                             ISI

                                  ATTACHMENT B
                                       TO
                                     VISION
                                SOFTWARE LICENSE

                          VISION STATEMENT OF FUNCTIONS

1.       STANDARD SERVICES

         The Vision Software will allow Company to use the following MIPS
         services:

         -        New Business/Endorsement/Cancellation * Entry

         -        Editing

         -        Application Generation

         -        Application Print

         -        Rate/Quote and Update

         -        Prefill for Endorsements, Cancellations and Loss Notice Form

         -        RMV-1 Print Only

         -        Checkpoint Form Print Only

         -        Loss Notice Form Print Only

         -        Agency Control File

         The above services also include the following features:

         -        "Train the Trainer" Education

         -        OBS Communication Software

         -        ISI Port/Modem Access

         -        Documentation

         -        Customer Service Hotline

         -        Diskettes Containing Updates

2.       SOFTWARE AND HARDWARE REQUIREMENTS

         SOFTWARE:

         -        PC Software DOS 3.3 or above

         HARDWARE:

         -        As required in ISI's Vision Hardware Review (attached)


* Cancellation transactions will be available to Company upon a mutual agreeable
date.

                                       8
<PAGE>


                                                                             ISI
3.       EXTRA CHARGE SERVICES

<TABLE>
<S>      <C>                                                <C>
-        Agent entered UMS Inquiry                          $ .02 per screen *

-        Dedicated Line                                      To be determined

-        Remote Entry Processing System (PC-REPS)            To be determined
</TABLE>

*        Company entered UMS Inquiries are available at no charge to Company.

                                        9
<PAGE>

                                                                             ISI

                                   VISION(TM)
                            AGENT SOFTWARE SUBLICENSE
                                     BETWEEN
                          ______________________COMPANY
                                       AND

                          ____________________________

                          ____________________________

                          ____________________________
                                    ("AGENT")

The following software sublicense (this "Sublicense") shall govern Agent's use
of the ISI Systems, Inc. ("ISI") Vision Software for access to ISI's
Massachusetts Insurance Processing Service Agreement (MIPS) as governed by an
agreement between ISI and _____________________________________________Insurance
Co. ("Company").

1.0      GRANT OF LICENSE

         In consideration of their mutual promises and obligations and subject
         to the terms and conditions of this Sublicense, Company grants to Agent
         a nonexclusive right, without right to sublicense, to use the object
         code version of the Vision computer programs and all manuals,
         instructions, documentation, coding sheets or other documents or
         information relating thereto (collectively, the "Vision Software") at
         Agent's site(s) indicated above.

2.0      LIMITS ON USE

         Agent shall use the Vision Software only for its internal purposes to
         access ISI's MIPS System and Company systems. Agent shall not use the
         Vision Software for the benefit of or to provide services to any third
         party.

3.0      OWNERSHIP AND CONFIDENTIALITY

3.1      LIMITED RIGHTS - Except as explicitly provided elsewhere in this
         Sublicense, the Vision Software and all derivatives and modifications
         thereof (including those made by or for Agent) shall at all times
         remain the property of ISI which is a third-party beneficiary to this
         Sublicense, and Agent shall have no rights to such software. The Vision
         Software and all derivatives and modifications to Vision Software shall
         be deemed to be Confidential Information of ISI to be protected as
         explained below.

3.2      PROTECTION OF CONFIDENTIAL INFORMATION - Agent shall treat and maintain
         in confidence all Confidential Information provided under this
         Sublicense. Agent shall not use, copy, disclose, or permit any of its
         personnel to use, copy or disclose such Confidential Information. Agent
         shall limit access to Confidential Information to those employees
         and/or consultants who require such access in order to permit Agent to
         use the Confidential Information to the extent permitted elsewhere in
         this Sublicense in furtherance of Agent's business.

3.2.1    COPYING OF SOFTWARE - Agent shall have no right to copy any of the
         Vision Software except for (i) purposes of system backup and (ii) as
         required to permit use of the Vision Software at Agent's site.

                                       1
<PAGE>

                                                                             ISI

3.2.2    STANDARD OF CARE - Agent shall take all reasonable precautions to
         maintain the confidentiality of all Confidential Information including,
         but not limited to, employment of precautions for the protection of
         Confidential Information which are no less stringent than those
         employed by Agent to protect its own proprietary information and trade
         secrets.

3.3      RETURN OR DESTRUCTION - If at any time Agent has in its possession or
         under its control one or more partial or complete copies of any
         Confidential Information which Agent does not, pursuant to the terms of
         this Sublicense, have the right to use at the location and/or on the
         computer where such copies are located, then Agent shall (without the
         requirement of any notice or demand from ISI) either deliver to ISI or
         destroy all such copies, regardless of form. If Agent elects to destroy
         such copies, it agrees to notify ISI promptly, in writing, that such
         copies have been destroyed.

3.4      SURVIVAL OF TERMS - The provisions of this Paragraph 3.0 shall survive
         termination of this Sublicense, regardless of the reason for such
         termination.

4.0      MANUALS

4.1      MANUALS PROVIDED - At no additional cost to Agent, Company will provide
         one user manual for the Vision Software and applicable subsystems
         licensed by Agent and one user manual for the Vision Agent Control
         System to the Agent.

4.2      ADDITIONAL MANUALS - Agent may purchase additional copies of the
         manual(s) for the Vision Software through Company at ISI's then-current
         standard price for such manual(s) plus shipping charges.

5.0      GENERAL

5.1      ENTIRE AGREEMENT - This entire Sublicense shall constitute the entire
         agreement between Company and agent relating to the subject matter
         hereof and shall supersede all prior negotiations, agreements and
         understandings between the parties relating to the subject matter of
         this Sublicense.

5.2      GOVERNING LAW - This Sublicense shall be governed by and construed in
         accordance with the laws of the State of______________________________.

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


___________________________COMPANY                AGENT

____________________________________              _____________________________
Signature                                         Signature
____________________________________              ______________________________
Name                                              Name
____________________________________              ______________________________
Title                                             Title
____________________________________              ______________________________
Date                                              Date

                                       2
<PAGE>

                                                                             ISI


                    VISION HARDWARE REVIEW AND QUESTIONNAIRE

                                 HARDWARE REVIEW

NAME:______________________________________________________

ADDRESS:______________________________________STATE__________ ZIP_______________

PHONE #___________________________AGENT #_______________________________________

CONTACT _____________________________________________________

HARDWARE

______    IBM PC/AT Computer (or any true IBM-Compatible)

______    CGA Monitor or better

______    640K Memory

______    20 Megabytes Recommended Hard Disk Space Available

______    Diskette Size

ONE OF THE FOLLOWING PRINTERS:

______    HP Laser Jet Series II or fully compatible, laser printer uses
          printer control languages - PCL

______    Epson Dot Matrix or fully compatible, if not an Epson, printer must be
          in Epson mode.

______    HP ThinkJet (Epson compatible mode only)

MODEMS

______    Hayes Smartcom of any speed 1200-9600 baud, internal or external

______    Concord Data, in Hayes command set mode, ISI will need to inspect the
          modem

______    Microcom, ISI will need to inspect the modem

______    NEC, ISI will need to inspect the modem

PHONE LINE

______    Dedicated New England Telephone Line, separate telephone number
          (preferred)

______    Hook to current Voice Telephone Line

______    Switchboard has to be Analog, find out how to get outside Telephone
          Line
<PAGE>

                                                                             ISI

                                  QUESTIONNAIRE

1.       What Agency Management Vendor are you currently using?

<TABLE>
<S>                       <C>     <C>          <C>     <C>           <C>     <C>
___________   AMS         ______  CISCO        ______  Leader        ______  McCracken

___________   Agena       ______  Delphi       ______  Liberty       ______  Redshaw

___________   Applied     ______  Harte        ______  Matrix        ______  Other  ________

___________   Cair        ______  Insurnet     ______  Mountain States
</TABLE>

2.       What are the total number of Terminals by Type?

        PC - XT                   ______        _______________
        PC - AT                   ______        _______________
        PS-2                      ______        _______________

        Non-intelligent
        (No hard drive)           ______        _______________

3.      How many remote locations are connected to your system?__________

4.      What will be the total number of VISION terminals in your organization
        by location?

        ______        ________________________
        ______        ________________________
        ______        ________________________
        ______        ________________________

<PAGE>

                                                                             ISI

                                   ADDENDUM C
                                       TO
                       MASSACHUSETTS INSURANCE PROCESSING
                                SERVICE AGREEMENT
                                    ("MIPS")
                                     BETWEEN
                                ISI SYSTEMS, INC.
                                     ("ISI")
                                       AND
                           COMMERCE INSURANCE COMPANY

                         Dated effective January 1,1992

The parties agree that the above referenced Agreement is amended as follows:

A new paragraph 1.1.6 c. of Part B in Attachment 2 of the Agreement is hereby
added as follows:

         c.       Policy Assembly Services:

                  (1)      ISI will provide the following policy assembly
                           services for Massachusetts Commercial Simplified
                           Automobile Program (SAP) policies for new business,
                           endorsements (available after implementation of
                           Release 93.1) and renewal transaction processing. The
                           following items will be attached to the Policyholder
                           Declaration page and schedule:

                           -        All applicable laser printed forms and
                                    endorsements for data resident on MAS,

                           -        laser printed forms and endorsements with a
                                    checklist when additional data is required
                                    or when questionable data is identified, and

                           -        up to four Company specific forms with
                                    Company logo.

                           Mail-ready policies will be separated from those
                           requiring additional handling

                  (2)      ISI will also provide Company with:

                           -        A monthly conversion list to support Company
                                    validation or change of data,

                           -        a supply of laser printed forms for manual
                                    policies.

                  (2A)     Section 6.0 (Termination) of the Agreement does not
                           apply to the Policy Assembly Service. Commerce
                           reserves the right to discontinue use of the service
                           with 90 day prior notice.

<PAGE>

                                                                             ISI

                  (3)      The fee for this service shall be as follows:

                           <TABLE>
                           <S>                                      <C>
                           One time implementation fee              $ 5,000.00
                           Up to $500,000 of Written Premium               .15%
                           $500,001 to $1,000,000                          .10%
                           Over $1,000,000                                 .05%
                           Laser printed forms which are in fact
                             attached to the Policyholder
                             Declaration page and schedule.         $     .025
                           </TABLE>


Except as revised by this Addendum C, all other terms and conditions of the
Agreement shall remain in full force and effect.


ISI SYSTEMS, INC.                          COMMERCE INSURANCE COMPANY

-s- M.C. Hagerman                          -s- Gerald Fels
------------------------------------       -------------------------------------
Signature                                  Signature

MICHAEL C. HAGERMAN                        Gerald Fels
------------------------------------       -------------------------------------
Name                                       Name

     VICE PRESIDENT,
GENERAL COUNSEL & SECRETARY                Executive Vice President & Treasurer
------------------------------------       -------------------------------------
Title                                      Title

9/9/93                                     August 31, 1993
------------------------------------       -------------------------------------
Date                                       Date              [7/2793-kb-b-#hd]
<PAGE>

                                                                             ISI

                                   ADDENDUM D
                                       TO
                       MASSACHUSETTS INSURANCE PROCESSING
                                SERVICE AGREEMENT
                                    ("MIPS")
                                     BETWEEN
                                ISI SYSTEMS, INC.
                                     ("ISI")
                                       AND
                           COMMERCE INSURANCE COMPANY
                         Dated effective January 1, 1992

The parties agree that the above referenced Agreement is amended as follows:

1.       PARAGRAPH 1.2, TERM

         Line 3 of paragraph 1.2 is deleted in its entirety and replaced with
         the following:

                      January 1, 1992 to December 31, 2000

2.       PARAGRAPH 2.1, FEES

         Paragraph 2.1 is deleted in its entirety and replaced with the
         following:

         2.1 FEES: Company agrees to pay ISI an annual license fee for each year
         this Agreement is in effect. This fee shall be billed out each year in
         twelve (12) equal monthly installments by the 10th of each month for
         the previous month's work. An additional policy processing fee per
         policy will be billed each month. The fee and charges that are payable
         by the Company for years 1992 through 1994 for the provision of MIPS
         under this Agreement are explained in Attachment 1 and set out in
         Attachment 2. For processing years 1995 through 1997, Company agrees to
         pay an annual increase in processing charges and fees, except for the
         Fleet and Commercial policies, for the stated years based on the
         Federal Consumer Price Index (CPI) published as of December 31st of the
         previous year. For processing years 1998, 1999, and 2000, Company
         agrees to pay an annual increase in all processing charges and fees,
         except for the Fleet and Commercial policies, for the stated years
         based on the Federal Consumer Price Index (CPI) published as of
         December 31st of the previous year not to exceed four percent (4%)
         annually.

3.       PARAGRAPH 6.2, TERMINATION BY COMPANY

         Paragraph 6.2 is deleted in its entirety and replaced with the
         following:

         6.2.1 Company may not terminate this Agreement prior to December 31,
         1998, except under Paragraph 6.1 above. In the event that Company
         terminates the Agreement after December 31, 1998, the Roll-Off period
         shall immediately commence upon the effective

<PAGE>

                                                                             ISI

         date of termination. For purposes of this Agreement, Roll-Off shall
         mean a minimum of a twelve (12) month period of time in which ISI
         continues to provide services to the Company.

         6.2.2 Notwithstanding the above, Company may begin Roll-Off activities
         as defined herein, at any time after June 30, 1998, for personal and/or
         commercial processing services.

4.       PARAGRAPH 6.4, ROLL-OFF SERVICES

         Paragraph 6.4 is deleted in its entirety and replaced with the
         following:

         ROLL-OFF SERVICES: Company must notify ISI in writing at least twelve
         (12) months prior to the Roll-Off term. In the first month the Roll-Off
         will physically commence, and the subsequent months that Company
         remains on the System, the annual license fee will be waived and a
         monthly minimum equal to one twelfth the annual license fee plus CPI
         will be charged in addition to the normal monthly processing charges
         Company incurs. If Roll-Off commences with policy effective dates
         between July 1, 1998 and December 31, 1998, in accordance with Section
         6.2.2, there shall be a rate adjustment to the fees/charges of fifteen
         percent (15%) less Consumer Price Index (CPI) retroactive to January 1,
         1998 and through the expiration of the Roll-Off period. Once Roll-Off
         begins, expired policies associated with the Roll-Off will be retained
         thirty (30) days beyond the policy expiration date. Said policies
         retained for more than thirty (30) days beyond the expiration date will
         be charged at a rate of $0.12 per record per month. ISI activities
         associated with Roll-Off will be charged at the current time and
         materials rate.

5.       PARAGRAPH 6.5, FLEET AND COMMERCIAL AUTOMOBILE CONTINUATION

         Paragraph 6.5, Line 1, "prior to December 31, 1997" is deleted. At end
         of paragraph, add: "However, there shall be a Commercial monthly
         processing fee of no less than fifteen thousand dollars ($15,000)."

Except as revised by this Addendum D, all other terms and conditions of the
Agreement shall remain in full force and effect.

<PAGE>

                                                                             ISI

ISI SYSTEMS, INC.                       COMMERCE INSURANCE
                                        COMPANY

-s- June M. Morris, Esq.                -s- Gerald Fels
------------------------------          ----------------------------------
Signature                               Signature

June M. Morris, Esq.                        Gerald Fels
-----------------------------           ----------------------------------
Name                                    Name

Vice President & General Counsel              EVP
---------------------------------       ----------------------------------
Title                                   Title

      12/23/96                                12/23/1996
--------------------------------        ----------------------------------
Date                                    Date

<PAGE>

                                                                             ISI

                                   ADDENDUM E
                                       TO
              MASSACHUSETTS INSURANCE PROCESSING SERVICE AGREEMENT
                                     BETWEEN
                                ISI SYSTEMS, INC.
                                     ("ISI")
                                       AND
                           COMMERCE INSURANCE COMPANY
                                   ("COMPANY")
                              DATED JANUARY 1, 1992

The parties agree that this Addendum E ("Addendum") modifies the Massachusetts
Insurance Processing Service Agreement ("Agreement") dated effective January 1,
1992 between the aforementioned parties and forms an integral part of the
Agreement. All terms defined elsewhere in the Agreement and not otherwise
defined in this Addendum E shall have the meanings given to them in the
Agreement.

RECITAL OF FACTS:

1. The Company desires to add commercial policy processing to their existing
   private passenger policy processing through ISI's Uninsured Motorists System
   ("UMS") effective October 1, 1997.

         Now, therefore, in consideration of their mutual promises and
obligations, the Agreement is amended as follows:

         PART B, SECTION 1.2.3 UNINSURED MOTORIST SYSTEM (UMS)

               Part B, Section 1.2.3, Uninsured Motorist System (UMS), is hereby
               amended by adding the following Sub-sections:

                    C. COMMERCIAL POLICY SERVICES

                      (1)ISI will provide the following services for commercial
                      policies:

                        a. UMS-required transactions will be submitted via a
                           daily batch tape to the Registry of Motor Vehicles
                           ("RMV").

                      (2)RMV ACCESS SERVICE - ISI provides Company passwords and
                      sign-on capability enabling Company to access the RMV's
                      Screens via ISI's network, process on-line inquiries, and
                      process real-time updates to the RMV database.

                      (3)UMS-1 - This system enables Company to report
                      transactions directly to the RMV without updating
                      Company's database on ISI's System. Company is also able
                      to process error inquiries and corrections using UMS-1.

                                       1

<PAGE>

                                                                             ISI

                    D. FEES FOR COMMERCIAL POLICIES

                    IMPLEMENTATION FEE:

                    One-time implementation fee of $12,000, due as follows:

                    Ten thousand dollars ($10,000.00) upon execution of this
                    Addendum by Company; Two thousand dollars ($2,000.00) due
                    September 30, 1997;

                    BASE FEE:

                    One thousand dollars ($1,000.00) per month commencing
                    October 1, 1997.

                    Policy Processing Fee (percent of premium):

                    Annual fee, payable monthly.
                    Up to $10,000,000 in Premium Volume      .30% of premium
                    $10,000,001 to $25,000,000               .10% of premium
                    $25,000,001 to $35,000,000               .05% of premium
                    $35,000,001 and over                     .03% of premium

2.       EFFECTIVE DATE

         The effective date of this Addendum is October 1, 1997. The actual date
         for implementation of service will be mutually agreed upon by Company
         and ISI.

Except as amended by this Addendum E to the Agreement, all other terms and
conditions of the Agreement shall remain in full force and effect.

ISI SYSTEMS INC.                      COMMERCE INSURANCE COMPANY

-s- June M. Morris                    -s- Gerald Fels
---------------------------------     ----------------------------------
Signature                             Signature

June M. Morris, Esq.                  Gerald Fels
---------------------------------     ----------------------------------
Name                                  Name
Vice President & General Counsel           Executive Vice President & CFO
---------------------------------     ----------------------------------
Title                                 Title

     9/30/97                               October 1, 1997
---------------------------------     ----------------------------------
Date                                  Date

                                       2

<PAGE>

[LOGO]

                                   ADDENDUM F
                                       TO
                       MASSACHUSETTS INSURANCE PROCESSING
                                SERVICE AGREEMENT
                                    ("MIPS")
                                     BETWEEN
             CGI INFORMATION SYSTEMS & MANAGEMENT CONSULTANTS, INC.
                                     ("CGI")
                          (FORMERLY ISI SYSTEMS, INC.)
                                       AND
                           COMMERCE INSURANCE COMPANY
                         DATED EFFECTIVE JANUARY 1, 1992

The parties agree that the above referenced Agreement is amended as follows:

1.       PARAGRAPH 1.2, TERM

         Line 3 of paragraph 1.2 is deleted in its entirety and replaced with
         the following:

         January 1, 1992 to December 31, 2003

2.       PARAGRAPH 2.1, Fees

         Paragraph 2.1 is deleted in its entirely and replaced with the
         following:

         2.1 FEES: Company agrees to pay CGI an annual license fee for each year
         this Agreement is in effect. This fee shall be billed out each year in
         twelve (12) equal monthly installments by the 10th of each month for
         the previous month's work. An additional policy processing fee per
         policy will be billed each month. The fee and charges that are payable
         by the Company for years 1992 through 1994 for the provision of MIPS
         under this Agreement are explained in Attachment 1 and set out in
         Attachment 2. For processing years 1995 through 1997, Company agrees to
         pay an annual increase in processing charges and fees, except for the
         Fleet and Commercial policies, for the stated years based on the
         Federal Consumer Price Index (CPI) published as of December 31st of the
         previous year. For processing years 1998 through 2003, Company agrees
         to pay an annual increase in all processing charges and fees, except
         for the Fleet and Commercial policies, for the stated years based on
         the Federal Consumer Price Index (CPI) published in the Wall Street
         Journal as of December 31st of the previous year not to exceed four
         percent (4%).

<PAGE>

[LOGO]

         Commencing January 1, 1999, Company agrees to pay CGI an Annual Minimum
         of seventy-five percent (75%) of the prior year's fees, except in the
         Roll-Off term as defined in Paragraph 6.4. If Company's policy count is
         reduced by more than twenty-five percent (25%) in any one year, a new
         Annual Minimum will be mutually agreed to.

3.       PARAGRAPH 6.2, TERMINATION BY COMPANY

         Paragraph 6.2 is deleted in its entirety and replaced with the
         following:

         6.2.1 Company may not terminate this Agreement prior to December 31,
         2001, except under Paragraph 6.1 above. In the event that Company
         terminates the Agreement after December 31, 2001, the Roll-Off period
         shall immediately commence upon the effective date of termination. For
         purposes of this Agreement, Roll-Off shall mean a minimum of a twelve
         (12) month period of time in which CGI continues to provide services to
         the Company.

         6.2.2 Notwithstanding the above, Company may begin Roll-Off activities
         as defined herein, at any time after June 30, 2001, for personal and/or
         commercial processing services.

4.       PARAGRAPH 6.4, ROLL-OFF SERVICES

         Paragraph 6.4 is deleted in its entirety and replaced with the
         following:

         ROLL-OFF SERVICES: Company must notify CGI in writing at least twelve
         (12) months prior to the Roll-Off term. In the first month the Roll-Off
         will physically commence, and the subsequent months that Company
         remains on the System, the annual license fee will be waived and a
         monthly minimum equal to one twelfth the annual license fee plus CPI
         will be charged in addition to the normal monthly processing charges
         Company incurs. If Roll-Off commences with policy effective dates
         between July 1, 2001 and December 31, 2001, in accordance with Section
         6.2.2, there shall be a rate adjustment to the fees/charges of fifteen
         percent (15%) less Consumer Price Index (CPI) retroactive to January 1,
         2001 and through the expiration of the Roll-Off period. Once Roll-Off
         begins, expired policies associated with the Roll-Off will be retained
         thirty (30) days beyond the policy expiration date. Said policies
         retained for more than thirty (30) days beyond the expiration date will
         be charged at a rate of $0.12 per record per month. CGI activities
         associated with Roll-Off will be charged at the current time and
         materials rate.

<PAGE>

[LOGO]

5.       PARAGRAPH 6.5, FLEET AND COMMERCIAL AUTOMOBILE CONTINUATION

         Paragraph 6.5, Line 1, "prior to December 31, 1997" is deleted. At end
         of paragraph, add: "However, there shall be a Commercial monthly
         processing fee of no less than fifteen thousand dollars ($15,000)."

6.       ATTACHMENT 2 (CHARGES AND FEES)

         A. Training [ Part B. 2.21 ]

                  The training rates performed under this Agreement are as
                  follows:

                  From the execution date of this Agreement through December
                  31,2000, services performed shall be based on the then current
                  contracted rates.

                  For the period from January 1, 2001 through December 31, 2003,
                  services performed shall be based on the then current CGI
                  training rates for such period.

         B. Time and Materials Rate for Services [ Part B, 2.3]

                  The time and materials rates performed under this Agreement
                  are as follow:

                  From the execution date of this Agreement through December
                  31,2000, services performed shall be based on the then current
                  contracted rates.

                  For the period from January 1, 2001 through December 31, 2003,
                  services performed shall be based on the then current CGI time
                  and material rates for such period.

<PAGE>

[LOGO]

Except as revised by this Addendum F, all other terms and conditions of the
Agreement shall remain in full force and effect.

CGI INFORMATION SYSTEMS &                       COMMERCE INSURANCE
MANAGEMENT CONSULTANTS, INC.                    COMPANY

-s- June M. Morris                              -s- Gerald Fels
------------------------------------            ------------------------------
Signature                                       Signature

June M. Morris, Esq.                                Gerald Fels
------------------------------------            ------------------------------
Name                                            Name
     Vice President & General Counsel                Executive Vice President
------------------------------------            ------------------------------
Title                                           Title

            1/24/99                                  January 22, 1999
------------------------------------            ------------------------------
Date                                            Date