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                                                                   EXHIBIT 10.78


                            FIRST AMENDMENT OF LEASE
                            ------------------------

     This First Amendment of Lease ("Amendment") dated this 1st day of August
2001, by and between BANKERS INSURANCE COMPANY ("Landlord") and INSURANCE
MANAGEMENT SOLUTIONS GROUP, INC. ("Tenant")

                                R E C I T A L S
                                - - - - - - - -

A.   Landlord and Tenant entered into a certain Lease Agreement dated January
     1, 1997 and executed and effective as of January 1, 1998 (the "Lease"),
     which Lease is scheduled to expire on December 31, 2001, relating to the
     lease of 82,566 rentable square feet more or less ("Original Premises") in
     the building commonly known as the Bankers Financial Center, 360 Central
     Avenue, St. Petersburg, Florida 33701 ("Building").

B.   Landlord and Tenant desire to modify the Lease to extend the Term, provide
     for a reduction in leased space and otherwise modify certain terms of the
     Lease as hereinafter set forth.

                              A G R E E M E N T S
                              - - - - - - - - - -

NOW, THEREFORE, Landlord and Tenant agree as follows:

1.   TERM. Paragraph 1.4 of the Lease is hereby deleted in its entirety and
     replaced with the following: The Lease shall be renewed and the Term
     extended for a period of twenty-nine (29) months beginning on August 1,
     2001 (the "Extended Term"). All terms and conditions of the Lease in effect
     as of June 27, 2001 shall remain in effect during the Extended Term, except
     as hereinafter provided.

2.   COMMENCEMENT DATE. Paragraph 1.5 of the Lease is hereby deleted in its
     entirety and replaced with the following: Commencement Date: August 1,
     2001.

3.   TERMINATION DATE. Paragraph 1.6 of the Lease is hereby deleted in its
     entirety and replaced with the following: Termination Date: December 31,
     2003. The Tenant has the option to cancel this Lease prior to the
     Termination Date provided the Tenant gives the Landlord one hundred twenty
     (120) days prior written notice. In the event the Tenant cancels the Lease
     before the Termination Date, the Tenant agrees to pay to the Landlord a
     payment equal to the unamortized cost of carpeting and painting the 5th
     Floor.

4.   BASE RENT. Paragraph 1.7 of the Lease is hereby deleted in its entirety and
     replaced with the following: Base Rent: $13.75 per square foot, $605,440.00
     per annum, $50,453.33 per month plus applicable tax. In addition to the
     Base Rent, IMSG will pay an additional sum in the amount of $5,449.58 per
     month plus applicable tax for the use of the computer room and support
     areas. This specific monthly charge for computer room and support area
     usage will be recalculated on a quarterly basis beginning on November 1,
     2001.

5.   RENTABLE AREA OF DEMISED PREMISES (NET RENTABLE AREA). Paragraph 1.9 of the
     Lease is hereby deleted in its entirety and replaced with the following:
     Rentable Area of Demised Premises ("Net Rentable Area"): 44,032 square feet
     more or less.
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6.   TENANT IMPROVEMENT ALLOWANCE. Paragraph 1.11 of the Lease is hereby deleted
     in its entirety and replaced with the following: Landlord agrees to carpet
     and paint the 5th Floor.

7.   EXPENSE STOP. Paragraph 1.19 of the Lease is hereby deleted in its entirety
     and replaced with the following: Building operating costs for calendar year
     ending December 31, 2001.

8.   TENANT'S PROPORTIONATE SHARE OF OPERATING COSTS ("PROPORTIONATE SHARE").
     Paragraph 1.10 of the Lease is hereby deleted in its entirety and replaced
     with the following: Tenant's Proportionate Share of Operating Costs
     ("Proportionate Share"), seventeen percent (17%).

9.   NUMBER OF PARKING SPACES WHICH TENANT SHALL RENT. Paragraph 1.12 of the
     Lease is hereby deleted in its entirety and replaced with the following:
     Number of Parking Spaces which Tenant shall rent: 74 in the adjacent
     parking garage, 45 covered and 29 uncovered. Additional spaces in the
     garage will be made available on an as-available month-to-month basis in
     the event IMSG would like to lease additional parking spaces. In addition,
     the Tenant shall lease approximately 100 parking spaces in the surface lot
     located at 3rd Avenue South and 3rd Street South, depending upon
     availability.

10.  MONTHLY RENTAL FOR PARKING SPACES. Paragraph 1.13 of the Lease is hereby
     deleted in its entirety and replaced with the following: Monthly Rental for
     parking spaces: $50.00 per month plus taxes for each covered space, $40.00
     per month for each uncovered space plus taxes for each parking space in the
     adjacent parking garage; and $25.00 per month per space plus taxes, for
     each space in the surface parking lot (rates subject to change to reflect
     the rates generally charged by the Landlord).

11.  TERM. Paragraph 3.2 and 3.3 of the Lease are hereby deleted in their
     entirety.

12.  RENT. Paragraph 4.5 of the Lease is hereby deleted in its entirety and
     replaced with the following. The Monthly Rent shall be adjusted, upward
     only, beginning August 1, 2002 and annually thereafter by the greater of
     thirty-five cents ($.35), per square foot or by the same percentage that
     the "Index" (as hereinafter defined) most recently published prior to such
     anniversary date had increased over the Index on the date of this Lease.
     For purposes of this Paragraph 4.5, the "Index" means the Consumer Price
     Index for Urban Wage Earners and Clerical Workers (CPI-W); U.S. City
     Average (1967=100) as published by the United States Department of Labor,
     Bureau of Labor Statistics; provided that, in the event the Index shall not
     be published or shall be discontinued, the most nearly comparable index
     shall be substituted therefor by Landlord.

13.  TENANT'S SHARE OF OPERATING COSTS. Paragraph 5 is amended to read:

     5.   TENANT'S SHARE OF OPERATING COSTS.

     5.1  In addition to Base Rent, Tenant shall pay Tenant's percentage share
          as specified in paragraph 5.2(f) of the "Building Operating Costs" (as
          hereinafter defined), paid or incurred by Landlord in such year in
          excess of the Building



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          Operating Cost for the Base Year ("Operating Expenses Rent") which
          shall be the calendar year ending December 31, 2000, which was $7.29
          per square foot of Net Rentable Area

          The term "Building Operating Costs" includes:

          (a)  All taxes, assessments, water and sewer charges and other similar
               governmental charges levied on or attributable to the Building,
               the land, and the roads, walks, plazas, landscaped areas, garages
               and parking areas, common areas, improvements, and facilities
               thereon (collectively, the "Property"), or its operation,
               including, but not limited to, general and special real property
               taxes and assessments levied or assessed against the Property,
               personal property taxes or assessments levied or assessed against
               the Property, and any tax measured by gross rentals received from
               the Property, together with any reasonable costs incurred by
               Landlord (including attorney's fees) in contesting any such
               taxes, assessments or charges; but excluding any net income,
               capital stock, estate or inheritance taxes imposed by the State
               or Federal Government or by any agency, branch or department
               thereof; provided that if at any time during the Term there shall
               be levied, assessed or imposed on Landlord or the Property by any
               governmental entity, any general or special, ad valorem or
               specific, excise, capital levy or other tax, assessment, levy or
               charge directly on the rent received under this Lease (except as
               separately paid to Landlord in accordance with Paragraph 4.6
               above) or other lease affecting the Property and/or any license
               fee, excise or sales tax, assessment, levy or charge measured by
               or based, in whole or in part, upon such rents, and/or transfer,
               transaction, or similar tax, assessment, levy or charge based
               directly or indirectly upon the transaction represented by this
               Lease or other leases affecting the Property, and/or occupancy,
               use, per capital or other tax, assessment, levy or charge based
               directly or indirectly upon the use or occupancy of the Premises
               or the Property, then all such taxes, assessments, levies and
               charges shall be deemed to be included in the term "Building
               Operating Costs"; plus


          (b)  Operating costs of the Property consisting of any and all
               reasonable costs incurred by Landlord in repairing, maintaining,
               insuring, and operating the Property and all personal property of
               Landlord used in connection therewith, including (without
               limiting the generality of the foregoing) the following: all
               light bulbs, heating and air conditioning, water, fuel, refuse,
               sewer, and telephone); all costs of supplies, materials; all
               insurance costs (including but not limited to public liability,
               extended coverage property damage and casualty, business
               interruption, loss of rents, flood, earthquake, workmen's
               compensation, with companies and in amounts as determined by
               Landlord); licenses, permits, inspection fees; costs of striping
               and paving-parking areas and driveways; painting; repair,



                                     Page 3
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               maintenance and replacement of plumbing, roofing, elevator, HVAC,
               electrical and other systems; repair, maintenance and replacement
               (including reasonable reserves for depreciation and
               replacements) of all improvements, both structural and
               non-structural; any costs of services of independent contractors,
               security personnel, trash removal, exterminator, landscaping,
               parking operations, and maintenance personnel and costs of
               compensation (including employment taxes and fringe benefits) of
               all persons who perform management, operation, maintenance,
               repair and overhaul of the Property and equipment thereon used in
               connection therewith, including, without limitation, full or
               part-time building staff, janitors, foremen, window washers,
               security personnel and gardeners; any costs for contract
               maintenance of any or all of the above; and all legal, accounting
               and other professional expenses in connection with the operation
               of the Property.

     5.1  The Rent Adjustment shall be payable by Tenant to Landlord in
          accordance with the following:

          (a)  Landlord shall notify Tenant of Landlord's estimate of the Rent
               Adjustment for the twelve (12) succeeding calendar months as soon
               as reasonably practical. Upon receipt of such notice, Tenant
               shall pay to Landlord, during each of the succeeding twelve
               calendar months, one-twelfth (1/12) of the estimated Rent
               Adjustment. If at any time during a year Landlord determines that
               its estimate is incorrect by no less than 15%, Landlord may
               notify Tenant of the revision of such estimate and thereafter for
               the remainder of such twelve (12) months Tenant shall pay
               estimated Rent Adjustment based upon such revision. On or before
               March 15 of each calendar year, Landlord shall deliver to Tenant
               the actual statement of the amount of Building Operating Costs
               for the preceding calendar year as well as Tenant's actual Rent
               Adjustment based thereon. Any adjustments payable by Tenant, as
               shown on such final statement, or any reduction in amount
               previously paid by Tenant, shall be paid by, or reimbursed to,
               Tenant, within fifteen (15) days from receipt of such statement.

          (b)  In the event the current year Building Operating Costs exceed the
               Building Operating Costs for the prior year by ten percent (10%),
               Tenant shall have the right, at Tenant's expense, to perform by
               June 30 of any year an audit of the Building Operating Costs of
               the preceding calendar year as well as the calculations of
               Tenant's Proportionate Share thereof. Landlord shall, on Tenant's
               written request, provide to Tenant copies of and make available
               to Tenant for inspection at Landlord's offices and at Tenant's
               option for audit, Landlord's invoices, bills and cancelled checks
               pertaining to Building Operating Costs for the Building. If
               Landlord fails to deliver a statement of the amounts owing by
               Tenant for Building Operating Costs for any calendar year within
               six (6) months following the



                                     Page 4

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                    end of such year, Landlord shall be deemed to have waived
                    collection of such amounts for that year.

               (c)  In the event that Tenant shall fail to object prior to June
                    30 any amounts set forth in the Statement of Rent Adjustment
                    delivered by Landlord, said statement shall be deemed
                    binding, conclusive and final on all parties.

               (d)  Notwithstanding anything to the contrary hereinabove,
                    Landlord's failure to timely deliver said notice and
                    statements to Tenant shall not constitute a waiver by
                    Landlord nor a defense by Tenant toward payment of amounts
                    required to be paid to Landlord after receipt of written
                    notice of said amounts by Tenant. In the event Landlord
                    delivers said statement after March 15, the June 30
                    objection date shall be extended by a like amount of time.

               (e)  If this Lease shall commence on any day other than the first
                    day of a month or terminate on a day other than the last
                    day of a month, the amount of any Rent Adjustment payable by
                    Tenant for the month in which this Lease commences or
                    terminates shall be equitably prorated and shall be due and
                    payable within thirty (30) days of such commencement or
                    termination.

               (f)  Tenant's Proportionate Share of the Operating Expenses is
                    the proportion that the rentable square footage occupied by
                    Tenant bears to the total rentable square footage of the
                    Building as set forth in Section 1.1 of the Lease.
                    Notwithstanding any provision of this paragraph to the
                    contrary, if the Building is less than ninety-five percent
                    (95%) leased and/or occupied during any calendar year,
                    including the Base Year for the purposes of determining
                    Base Year Operating Expenses, appropriate adjustments
                    shall be so that Operating Expense Rent shall be computed
                    for such year as though 95% of the Building had been leased
                    and occupied during such year.

14.  The Landlord and Tenant agree to share conference rooms and the Boardroom
     on the 16th and 17th floors of the Bankers Financial Center based upon
     availability; scheduling to be handled by Landlord and/or Tenant based on
     locus of control.

15.  Except as set forth herein, the Lease as herein amended remains in full
     force and effect in accordance with its terms and provisions; and Landlord
     and Tenant do hereby ratify, adopt, and confirm its terms and provisions,
     and its terms and provisions shall remain in full force and effect.

16.  The Lease as herein amended is intended by the parties as the final
     expression of their agreement and as a complete and exclusive statement of
     the terms thereof, all negotiations, considerations and representations
     between the parties having been incorporated herein or therein. No course
     of prior dealings between the parties, their


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    officers, employees, agents, or affiliates shall be deemed relevant or
    admissible to supplement, explain or vary any of the terms and provisions of
    the Lease as herein amended. No representations, understandings or
    agreements have been made or relied upon in the making of this First
    Amendment other than set forth herein.

17. Landlord and Tenant agree that should any provision in this First Amendment
    disagree with or conflict with any provisions in the Lease as herein
    amended, the provisions in this First Amendment will control.

18. Capitalized terms used in this First Amendment unless otherwise defined in
    this First Amendment shall have the respective meanings ascribed to them in
    the Lease.

19. Tenant agrees to contribute $1,537.50 per month towards the cost of the
    Looper service, a transportation system operated in downtown St. Petersburg
    by the City of St Petersburg.

    IN WITNESS WHEREOF, the Landlord and Tenant have executed this First
Amendment of Lease as of the day and year first above written.

WITNESSES AS TO LANDLORD:          LANDLORD
                                   BANKERS INSURANCE COMPANY

/s/ [illegible]
-------------------------
                                   By:   /s/ [illegible]
                                         --------------------------
-------------------------
                                   Name: /s/ [illegible]
                                         --------------------------

                                   Its:  Vice President
                                         --------------------------

                                   Date:    8-23-01
                                         --------------------------


WITNESSES AS TO TENANT:            TENANT
                                   INSURANCE MANAGEMENT SOLUTIONS
                                   GROUP, INC.
/s/ Gail Basile
-----------------------
                                   By:   /s/ Robert G. Gantley
    Gail Basile                          --------------------------
-----------------------
                                   Name: /s/ Robert G. Gantley
                                         --------------------------

                                   Its:  Chief Operating Officer
                                         --------------------------

                                   Date:    8/21/01
                                         --------------------------




                                     Page 6
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                                  Diagram of:

                            BANKERS FINANCIAL CENTER
                                   2nd FLOOR
<PAGE>

                                  Diagram of:

                            BANKERS FINANCIAL CENTER
                                   5th FLOOR
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                                  Diagram of:

                            BANKERS FINANCIAL CENTER
                                   6th FLOOR
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                                  Diagram of:

                            BANKERS FINANCIAL CENTER
                                   16th FLOOR
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                                  Diagram of:

                            BANKERS FINANCIAL CENTER
                                   17th FLOOR