<PAGE>
                                                                   EXHIBIT 10.76

                  INSURANCE ADMINISTRATION SERVICES AGREEMENT

     THIS INSURANCE ADMINISTRATION SERVICES AGREEMENT ("Agreement") is effective
as of the 1st day of March, 2001 ("Effective Date"), by and between INSURANCE
MANAGEMENT SOLUTIONS, INC. ("IMS"), a corporation organized and existing under
the laws of the State of Florida with its principal place of business located at
360 Central Avenue, St. Petersburg, Florida 33701, and RESIDENCE MUTUAL
INSURANCE COMPANY (herein referred to as "Customer") having their principal
place of business at 525 Broadway, Santa Monica, California 90401.

     WHEREAS, Customer wishes to engage the services of IMS to administer
certain of the Customer's obligations for the lines of business ("Authorized
Lines of Business") in the state(s) ("Authorized States") set forth in SCHEDULE
A;

     WHEREAS, IMS wishes to provide such insurance administration services as
set forth herein.

     NOW THEREFORE, IN CONSIDERATION OF the mutual covenants and agreements
hereinafter set forth, the parties hereto do covenant and agree as follows:

ARTICLE I.  DEFINITIONS

Unless the context clearly requires otherwise, the following terms when used in
this Agreement shall have the meanings set forth below:

A.   "Affiliate" is any company which controls, is controlled by, or under
     common control with, a party, and "control" is defined as owning 50% or
     more of such entity.

B.   "Authorized Lines of Business" means the lines of business expressly set
     forth in SCHEDULE A of this Agreement.

C.   "Authorized States" means the states expressly set forth in SCHEDULE A of
     this Agreement.

D.   "Business Day" means any day other than a Saturday, Sunday or other day
     which is a bank holiday for Florida State banks or an IMS paid holiday (New
     Year's Day, Memorial Day, Independence Day, Thanksgiving Day, day after
     Thanksgiving, Christmas Eve (after 12 P.M. Eastern Standard Time) and
     Christmas Day).

E.   "Change of Control" means (a) a sale, transfer or pledge, or the issuance
     to a new shareholder, of fifty (50%) percent or more of the voting stock of
     a party hereto to any third party that is not an Affiliate of such party;
     or (b) a sale, transfer or pledge of a substantial portion of the material
     assets of a party, or any merger or consolidation of a party with another
     entity or entities.

F.   "Insurance Administration Services" means the services set forth in this
     Agreement and EXHIBIT I hereto in the Authorized States in accordance with
     the terms of the Agreement, and all applicable laws and regulations.

G.   "Insurance Program" means the Customer's insurance products within the
     Authorized Line(s) of Business to be offered within the Authorized States.

<PAGE>
H.   "Technical Information" means and shall include (without limitation)
     computer programs, databases, designs, algorithms, processes, structures,
     data formats, business methods, know how, and research and development
     information.

ARTICLE II. TERM

The term of the Agreement shall commence on the Effective Date and shall have a
minimum operating term ("Minimum Operating Term") of Twenty-four (24) full
calendar months following the Effective Date. However, the term of this
Agreement shall automatically extend for an additional operating term ("Extended
Operating Term") of twelve (12) calendar months at the end of the Minimum
Operating Term, or at the end of any Extended Operating Term, unless terminated
earlier pursuant to the termination provisions within Article VIII.

ARTICLE III. RESPONSIBILITIES OF IMS

A.   IMS shall dedicate the human, equipment and computer resources commercially
     reasonably required to provide Customer with the Insurance Administration
     Services, during the term of this Agreement, for the Insurance Program
     within Authorized States specified in SCHEDULE A.

B.   IMS shall designate an employee ("Account Manager") of sufficient status
     and authority to act as liaison with Customer to facilitate IMS'
     performance of the Insurance Administration Services under this Agreement.
     The Account Manager shall provide written and/or oral communication of the
     status of administration of the Insurance Administration Services as agreed
     to by and between Account Manager and Customer.

C.   IMS shall, based on accepted industry standards and in accordance with
     generally accepted insurance and accounting practices as designated by the
     applicable regulatory bodies and the National Flood Insurance Program
     ("NFIP"), maintain complete and orderly records and policy and/or claims
     files as may be required as a result of IMS performing the Insurance
     Administration Services on behalf of Customer. These files shall be
     retained by IMS, in a format or media defined by IMS which shall be in
     compliance with applicable laws and regulations, for a minimum of four (4)
     years or the period specified by the applicable statutes regulating the
     preservation of records, unless the Customer requests that its records be
     returned to it at its expense at the expiration of the minimum four (4)
     year period; however, that IMS shall be entitled to retain copies thereof.

ARTICLE IV. RESPONSIBILITIES OF CUSTOMER

A.   During the term of this Agreement, Customer shall provide to IMS, in a
     timely manner, any and all data, information and other items reasonably
     required to enable IMS to perform the Insurance Administration Services
     specified in EXHIBIT I of this Agreement. Customer represents and warrants
     to IMS that it owns and possesses all property rights to its corporate and
     subsidiary logos and hereby grants and warrants to IMS a limited,
     non-transferable, non-assignable, license to use Customer's corporate and
     subsidiary logos (and any other copyrighted or trademarked property of
     Customer that may be provided to IMS under this Agreement) while performing
     the Insurance Administration Services. Customer acknowledges and agrees
     that delays in delivery of required documentation, data and/or information
     by Customer will result in a similar delay in

<PAGE>
fulfilling Insurance Administration Services, and that such a delay in
performing the Insurance Administration Services shall not be deemed a breach of
the Agreement.

B.   CUSTOMER ACKNOWLEDGES AND AGREES THAT IMS ASSUMES NO INSURANCE RISK FOR THE
     BUSINESS PROCESSED UNDER THIS AGREEMENT.

C.   Customer shall designate manager level employee(s) of sufficient status and
     binding decision making authority to act as liaisons with IMS and to
     facilitate Customer's role as IMS performs the Insurance Administration
     Services specified in EXHIBIT I of this Agreement.

ARTICLE V.   CUSTOMER ACCESS TO RECORDS / CONFIDENTIAL INFORMATION

A.   At Customer's expense, Customer will be permitted reasonable access (as set
     forth herein) to all records and information maintained by IMS on behalf of
     Customer (excluding, specifically, proprietary Technical Information)
     reasonably necessary to: (i) audit the completeness and accuracy of the
     Insurance Administration Services provided under this Agreement and reports
     produced for Customer pursuant to this Agreement; (ii) verify the accuracy
     and validity of all billings and charges to Customer under this Agreement;
     and (iii) verify IMS' overall compliance with the material terms of this
     Agreement and applicable laws and regulations.

     Access to IMS' records, for the foregoing purposes, will be provided during
     normal business hours upon ten (10) Business Days prior written notice to
     IMS by Customer for so long as IMS is required to maintain such records
     under this Agreement; except in the case of regulatory inquiry, in which
     case access will be granted on any Business Day with twenty four (24) hours
     of prior written notice to IMS.

     At Customer's expense, Customer will be permitted to copy those IMS records
     subject to audit in accordance with this Article. Upon reasonable written
     request by Customer, and at Customer's expense, IMS will promptly mail or
     fax to Customer supporting documentation concerning any specific
     transaction processed by IMS under the terms of this Agreement.

     IMS will provide reasonably adequate workspace for Customer to conduct
     audits in accordance with this Article. Further, Customer or its
     representatives shall take precautions, when conducting audits under this
     Article, not to disrupt IMS' ongoing business activities.

B.   The recipient ("Recipient") of confidential data and/or information
     pursuant to this Agreement shall maintain the confidentiality of all data
     and/or information which is the property of the other party ("Disclosing
     Party"), whether originally supplied by the Disclosing Party, or whether
     generated by the Disclosing Party in the course of performing or
     facilitating the Insurance Administration Services under this Agreement and
     which is directly accessible to the Recipient or is in the possession of
     Recipient in the implementation, facilitation and/or performance of the
     Insurance Administration Services. During any term of this Agreement,
     Recipient may acquire, know, or have within its possession, information
     (including, but not limited to, Technical Information) and/or data of the
     Disclosing Party concerning commercial and trade affairs, rating and
     underwriting rules and guidelines, the identity of clients, the identity of
     insureds and beneficiaries, claims, benefits, rates and Agents, financial
     information, the Proprietary System (as defined at Article VII (A) herein),
     the Third Party Proprietary System (as
<PAGE>
defined in Article VII (B) herein) and business practices of the Disclosing
Party ("Confidential Information"). Confidential Information which is provided
in tangible form must be clearly marked "Confidential", "Proprietary" or the
substantial equivalent thereof, or if orally disclosed must be clearly
identified as "Confidential" or "Proprietary" at the time of the disclosure
(except for IMS' Technical Information, the identity of Customer's clients, the
identity of Customer's insureds and beneficiaries, claims, benefits, and Agents,
which will be deemed "Confidential Information" under this Agreement, regardless
of whether marked as such). Except as required by law, Recipient shall keep
Disclosing Party's Confidential Information confidential and shall only use the
Confidential Information in performing or facilitating the Insurance
Administration Services under this Agreement. Recipient shall not disclose the
Confidential Information without Disclosing Party's prior written permission
except to Recipient's employees who require the information to perform or
facilitate the Insurance Administration Services under this Agreement. Each
party hereto, as a Recipient, warrants to the other that appropriate measures
shall be taken by Recipient to safeguard the confidentiality of the Confidential
Information, with a level of care at least equal to the level of care with which
Recipient safeguards its own confidential or proprietary information. All
employees, agents or representatives of Recipient and any third parties who are
given access to the Confidential Information shall be under written obligation
to Recipient to maintain such information in confidence.

IMS and Customer agree that any Recipient shall have no obligation with respect
to any information or data which:

a)   is already rightfully known to Recipient through means other than
     Disclosing Party; or

b)   is or becomes publicly known through no wrongful act of Recipient; or

c)   is rightfully obtained by Recipient from a third-party without similar
     restriction and without breach of this Agreement; or

d)   is independently developed by Recipient without breach of this Agreement.

Disclosing Party shall retain title to all Confidential Information (whether
tangible or intangible) delivered thereby pursuant to this Agreement. Recipient
shall not copy, reproduce or use any Confidential Information without written
authorization of Disclosing Party, except as may be reasonably required to
accomplish the Insurance Administration Services under this Agreement. Upon
written request of Disclosing Party Recipient shall promptly return, or destroy
with specific written permission of the Disclosing Party, all tangible copies
containing Confidential Information, except those copies kept in the regular
course of business, or that are required to be kept pursuant to any state or
federal administrative, regulatory or statutory mandates. The obligations under
this Paragraph (B) shall survive the termination of this Agreement.
Notwithstanding the foregoing, this Article shall not prevent the disclosure of
Confidential Information to the extent legally required by any court or
regulatory entity having jurisdiction over the parties.

For purposes of Article V (B), Recipient and Disclosing Party shall include
within their meaning all respective subsidiaries, agents, or Affiliates of the
Recipient and Disclosing Party.

ARTICLE VI. EXPENSES AND FEES


<PAGE>
A.   In consideration of IMS providing Insurance Administration Services
     described herein, Customer shall pay IMS, as applicable, an implementation
     fee ("Implementation Fee"), miscellaneous fee ("Miscellaneous Fee"),
     servicing fee ("Service Fee") and claim administration fee ("Claim
     Administration Fee") for each Authorized Line of Business, as specified in
     SCHEDULE B. The performance by IMS of any service or function that is
     outside of the scope of the Insurance Administration Services shall require
     the payment by Customer of additional consideration (in addition to the
     Service Fees) as mutually agreed between IMS and Customer.

B.   Except for the Service Fee, which is based upon a percentage of the
     adjusted net written premium and the Claim Administration Fee, the
     Miscellaneous Fees specified in Section IV of SCHEDULE B hereto may be
     increased (up to a maximum of five percent (5%) per year from the prior
     year) effective as of each anniversary of the Effective Date by the
     percentage increase in the United States Consumer Price Index for all Urban
     Users (CPI-U) as reported by the United States Bureau of Labor Statistics
     for the most recently completed calendar year that IMS is performing
     services on behalf of the Customer. In the event that a vendor supplying a
     service or product to IMS, which service or product is used by IMS to
     provide the Insurance Administration Services to Customer, increases its
     rates charged to IMS, IMS may increase the Service Fees, Claim
     Administration Fees, and Miscellaneous Fees set forth in Schedule B to
     incorporate such increased costs and will provide Customer with
     documentation verifying the increase.

C.   Customer shall reimburse IMS for travel, living and out-of-pocket expenses
     incurred by IMS personnel in the performance of training relative to the
     Insurance Administration Services to be performed under this Agreement.

D.   Customer agrees to pay any and all tariffs and taxes that are now or may
     become applicable to the Insurance Administration Services rendered
     hereunder, including, but not limited to, sales, use, and personal property
     taxes, or any other form of tax based on Insurance Administration Services
     performed, equipment used by IMS solely for Customer, and the communicating
     or storage of data used by IMS solely for Customer, but excluding taxes on
     the net income of IMS.

E.   Subject to the terms of this Agreement, all fees and expenses to be payable
     by Customer to IMS or any third party under this Agreement shall be paid
     within thirty (30) calendar days after Customer's receipt of IMS' monthly
     statement for all services provided to Customer under this Agreement. IMS
     will calculate the fees owed to IMS by Customer and will send a statement
     to Customer within two (2) weeks of the last day of the month for which
     fees are owed. Customer's failure to pay all fees and expenses when due
     shall be considered a material breach of this Agreement. Further, if
     Customer fails to pay any fees and expenses due IMS as herein provided,
     Customer shall pay to IMS in addition to all sums otherwise due, interest
     which shall accrue at 1.5% per month on such delinquency from the date the
     fees or expenses became past due. Failure or forbearance to exercise any of
     its rights and privileges hereunder shall not constitute the forfeiture or
     waiver of such rights and privileges on the part of IMS.

F.   Prior to renewal of this Agreement for any Extended Operating Term, IMS may
     modify SCHEDULE B in its discretion to reflect any increase in the cost of
     providing the Insurance Administration Services (including, but not limited
     to statutory, regulatory, or judicial changes that require IMS to incur
     additional cost or expenses in performing the Insurance Administration
     Services) or to remain competitive with the rates currently being charged
     within the industry for like services. Any modification of SCHEDULE B
<PAGE>
          shall be proposed to Customer at least six (6) months prior to the
          expiration of any term of this Agreement.

ARTICLE VII.   LICENSE, TRADE SECRET AND PROPRIETARY RIGHTS

A.        IMS from time to time may use its own proprietary computer software
          products and account servicing methods and procedures ("Proprietary
          System"), which are identified, described or referenced in EXHIBIT I
          hereto, in the performance of the Insurance Administration Services.
          During any term of this Agreement, IMS grants a personal,
          non-transferable, non-assignable, non-exclusive license to Customer to
          use portions of the Proprietary System as necessary for IMS to perform
          the Insurance Administration Services under this Agreement. Further,
          no provision within this Agreement shall be interpreted as prohibiting
          IMS from selling or licensing its Proprietary System to any other
          customer or prospective customer of IMS.

B.        IMS, from time to time, may also use proprietary third party computer
          software products and third party account servicing methods and
          procedures ("Third Party Proprietary System"), which are identified,
          described or referenced in EXHIBIT I hereto in the performance of the
          Insurance Administration Services. No provision within this Agreement
          shall be interpreted as prohibiting IMS or the Third Party Proprietary
          System vendor from selling or licensing the Third Party Proprietary
          System, or modifications and enhancements to the Third Party
          Proprietary System, to any other customer or prospective customer of
          IMS, so long as Customer's Confidential Information is not disclosed.

C.        Other than the limited rights to use the Proprietary System and the
          Third Party Proprietary System, as provided in Article VII (A) and
          (B) above, this Agreement grants to Customer no right to possess or
          reproduce, download, reverse engineer, or obtain any other interest
          in, the Proprietary System or the Third Party Proprietary System, or
          their specifications in any tangible or intangible medium. Customer
          may not mortgage, hypothecate, sell, assign, pledge, lease, transfer,
          license, or sublicense the Proprietary System or the Third Party
          Proprietary System, nor allow any person, firm, entity or corporation
          to transmit, copy, reproduce, download, reverse engineer, or obtain
          any other interest in the Proprietary System or the Third Party
          Proprietary System, or their specifications in whole or in part. In
          the event Customer shall come into possession of any source or object
          code associated with the Proprietary System or the Third Party
          Proprietary System, Customer shall immediately notify IMS and return
          the source or object code associated with Proprietary System or the
          Third Party Proprietary System in its possession and all copies of any
          kind thereof to IMS.

D.        Customer covenants and agrees not to close or otherwise make the
          Proprietary System or the Third Party Proprietary System available to
          any person other than employees, insurance sales agent ("Agents") or
          representatives of the Customer required to have access or use of the
          Proprietary System or the Third Party Proprietary System to facilitate
          IMS' or Customer's performance under this Agreement. Customer agrees
          to obligate each such employee, Agents, or representative to a level
          of care sufficient to protect the Proprietary System and the Third
          Party Proprietary System from unauthorized disclosure.

E.        The obligations of Customer under this Article shall survive
          termination of this Agreement, regardless of the reason for
          termination.
<PAGE>
ARTICLE VIII.  TERMINATION

A.        Either party may terminate this Agreement at the end of the Minimum
          Operating Term or at the end of any Extended Operating Term, provided
          the terminating party gives the other party at least three (3) months
          prior written notice of such termination.

B.        This Agreement shall also terminate:

          a)        at the election of the Customer, upon written notice to IMS,
               if IMS becomes insolvent, if it makes an assignment for the
               benefit of its creditors, if a petition for relief under the
               United States Bankruptcy Code is filed by or against it and it is
               not dismissed within thirty (30) days of being filed, or if a
               trustee, receiver or other custodian of its assets is appointed;

          b)        at the election of IMS, upon written notice to Customer, if
               Customer becomes insolvent, if it makes an assignment for the
               benefit of its creditors, if a petition for relief under the
               United States Bankruptcy Code is filed by or against it and it is
               not dismissed within thirty (30) days of being filed, or if a
               trustee, receiver or other custodian of its assets is appointed
               (including, but not limited to, any proceeding pursuant to any
               state or federal action governing insurer insolvency);

          c)       at the election of the Customer, if IMS materially breaches
               any provision of this Agreement and fails to cure such breach
               within sixty (60) days after written notice thereof is given to
               IMS by the Customer;

          d)        at the election of IMS, if Customer materially breaches any
               provision of tis Agreement and fails to cure such breach within
               sixty (60) days after written notice thereof is given to Customer
               by IMS (except for Customer's failure to pay any and all fees and
               expenses due under Article VI of this Agreement, in which case
               Customer must cure such breach within thirty (30) days after
               written notice thereof is given to Customer by IMS);

          e)        at the election of IMS, upon written notice to Customer, in
               the event of a Change of Control of Customer unless (i) Customer
               has provided IMS not less than sixty (60) days advance written
               notice of the proposed Change of Control and (ii) IMS has agreed
               in writing to such Change of Control.

The initiation under this Agreement of any dispute resolution procedure shall
not prevent a party from terminating this Agreement in accordance with this
Article VIII.

C.        On expiration or termination of this Agreement, IMS shall return to
          Customer all of Customer's Confidential Information, either in
          electronic or hard copy form, in IMS' possession and delete any
          electronic copies thereof related to the Insurance Administration
          Services provided by IMS during the term of this Agreement; Customer
          shall do the same and cause Customer's agents and representatives
          (including, but not limited to, any third party given access to the
          Confidential Information) to do the same relative to IMS' Confidential
          Information. Customer shall pay IMS (in accordance with SCHEDULE B
          then in effect) any and all Service Fees, Claim Administration Fees,
          Miscellaneous Fees and third party fees due IMS for Insurance
          Administration Services performed pursuant to this Agreement. IMS and
          Customer shall cooperate in any transition period during the wind-up
          of Insurance Administration Services provided Customer under this
          Agreement. If Customer requires assistance in converting

<PAGE>
          Customer's data to a new format, or requires assistance from IMS
          relative to Customer's transition to an alternative claim
          administration arrangement, then IMS shall provide such services at
          the then current rates charged by IMS for the services specified in
          Section IV of SCHEDULE B. This obligations under this Paragraph (C)
          shall survive any termination of this Agreement.

ARTICLE IX. WARRANTIES AND COVENANTS

IMS covenants that IMS will comply in all material respects with the law of the
state or states covered by this Agreement and with the rules and regulations of
all regulatory authorities having jurisdiction over IMS' activities, and shall,
whenever necessary, maintain at its own expense all required licenses to
transact business in such states. IMS warrants to Customer that (a) IMS owns or
otherwise has the right to use the Proprietary System used to perform the
Insurance Administration Services, and the rights to such Proprietary System
granted hereunder will not knowingly infringe upon a third party's copyright or
patent rights; (b) IMS is duly authorized to transact the business of servicing
insurance companies; and (c) the express warranties provided here and elsewhere
in this Agreement are IMS' only warranties and no other warranty, express or
implied, including any warranty or merchantability, fitness or fitness for a
particular purpose, will apply to the provision of Insurance Administration
Services under this Agreement.

ARTICLE X.    LIABILITY, LIMIT OF LIABILITY, INDEMNITIES AND REMEDIES

A.   The parties shall assume the following obligations and liabilities as
     specified below and subject to the limitations on liability set forth in
     Article X, (C) below:

     a)        IMS shall indemnify, defend and hold harmless Customer, its
          officers, directors, employees and controlling persons from any
          liability, cost, loss, fine, penalty, claim, demand, damage or
          expense, including reasonable attorneys' fees, incurred solely and
          directly as a result of any material breach of IMS' obligations under
          this Agreement or the material breach of any representation or
          warranty made by IMS to Customer pursuant hereto:

     b)        Customer shall indemnify, defend and hold harmless IMS, its
          officers, directors, employees and controlling persons from any
          liability, cost, loss, fine, penalty, claim, demand, damage or
          expense, including reasonable attorney's fees, incurred solely and
          directly as a result of (i) any material breach of Customer's
          obligations under this Agreement, or (ii) the material breach of any
          representation or warranty made by Customer to IMS pursuant hereto;

     c)        Customer agrees that in the event IMS is in violation of any
          code, statute or law(s) due to the acts or omissions of Customer, or
          the servants, employees, representatives, adjusters, or Agents of
          Customer, then Customer shall assume the responsibility and liability
          for such acts or omissions and shall indemnify and hold IMS harmless
          for any such liability;

B.   Except for: (i) fees and expenses payable to IMS under Article VI of this
     Agreement; (ii) acts of fraud, or willful misconduct; (iii) violations of
     Article VII of this Agreement, and (iv) Customer's indemnification under
     Section D of this Article, each party's maximum liability ("Maximum
     Liability") to the other party for any cause whatsoever, during any one
     calendar year shall be limited to direct damages incurred by that party and
     shall not exceed the amount of compensation paid by the Customer under
     SCHEDULE B of this
<PAGE>
     Agreement for the six (6) months immediately preceding the breach or cause
     of liability. Further, IMS shall not be liable for any lost profits,
     business goodwill, or other consequential, punitive, special or incidental
     damages incurred by Customer.

C.   If data is processed in error due directly to an error or defect in the
     Insurance Administration Services provided by IMS, then upon IMS receiving
     notice of such error or defect, IMS shall reprocess such data without
     charge to customer.

D.   Customer shall indemnify, defend and hold harmless IMS, its officers,
     directors, employees and controlling persons from any liability, cost,
     loss, fine, penalty, claim, demand, damage or expense, including reasonable
     attorney's fees, incurred solely and directly as a result of any actions
     taken, or any representations or decisions made with regard to claim
     handling which occurred on the Customer's behalf prior to the Effective
     Date of this Agreement.

E.   All parties agree to promptly give the others notice upon being notified or
     becoming aware of any and all allegations or claims, which could give rise
     to a claim under this Article.


ARTICLE XI.    GENERAL AGREEMENTS

A.   This Agreement and all matters arising hereunder shall be governed by and
     determined in accordance with the laws of the State of Florida without
     giving effect to any choice of law provisions.

B.   The parties shall not be liable or deemed to be in default hereunder for
     any delay or failure in performance under this Agreement or interruption of
     the Insurance Administration Services resulting, directly or indirectly,
     from acts of God (including but not limited to weather catastrophes such as
     floods, hurricanes, tornadoes, windstorms, ice storms, blizzards and hail
     storms), civil or military authority, labor disputes, shortages of suitable
     parts, materials, labor or transportation or any similar cause beyond the
     reasonable control of the parties.

C.   Any and all notices,  designations, consents, offers, acceptances, or any
     other communication provided for herein shall be given in writing by hand
     delivery, by overnight carrier, by registered or certified mail or by
     facsimile transmission and shall be addressed as follows:

     As to Customer:     Residence Mutual Insurance Company
                         525 Broadway
                         Santa Monica, California 90401
                         Fax Number: (310) 395-8693
                         Attention: Principal Coordinator - NFIP

     As to IMS:          Insurance Management Solutions, Inc.
                         360 Central Avenue, 16th Floor
                         St. Petersburg, FL 33701
                         Fax Number: (727) 803-4093
                         Attention:     President
<PAGE>
     Notices sent by hand delivery shall be deemed effective on the date of
     actual hand delivery. Notices sent by overnight carrier shall be deemed
     effective on the next Business Day after being placed into the hands of the
     overnight carrier. Notices sent by registered or certified mail shall be
     deemed effective on the fifth Business Day after being deposited into the
     post office. Notices sent by facsimile transmission shall be deemed to be
     effective on the day when sent if sent prior to 4:30 p.m. (the time being
     determined by the time zone of the recipient), otherwise they shall be
     deemed effective on the next Business Day.

D.   This Agreement, and the exhibits, schedules and appendices attached hereto,
     contain all of the prior oral and/or previously written agreements,
     representations, and arrangements between the parties hereto. There are no
     representations or warranties other than those set forth herein. No change
     or modification of this Agreement, including the exhibits, schedules and
     appendices hereto, shall be valid unless the same shall be in writing and
     signed by all of the parties hereto. All exhibits, schedules, appendices,
     addendum of any kind, or attachments to this Agreement shall be made a part
     of this Agreement and shall be subject to all terms and conditions of this
     Agreement. Articles V (B), VII, and VIII(c) shall survive any termination
     of this Agreement.

E.   Words of a gender used in this Agreement shall be held to include any other
     gender, the words in a singular number held to include the plural, when the
     sentence so requires. Article headings are intended for purposes of
     description only and shall not be used for purposes of interpretation of
     this Agreement.

F.   Should any part of this Agreement for any reason be declared invalid, such
     decision shall not effect the validity of any remaining portion, which
     remaining portion shall remain in full force and effect as if the Agreement
     had been executed with the invalid portion thereof eliminated. It is,
     therefore, declared the intention of the parties hereto that each of them
     will have executed the remaining portion of this Agreement without
     including therein any such part, parts or portion which may, for any
     reason, be hereafter declared void.

G.   If either party should bring a Court action alleging breach of this
     Agreement or seeking to enforce, rescind, renounce, declare, void or
     terminate this Agreement or any provisions thereof, the prevailing party
     shall be entitled to recover all of its legal expenses, including
     reasonable attorneys' fees and costs (including legal expenses for any
     appeals taken), and to have the same awarded as part of the judgment in the
     proceeding in which such legal expenses and attorneys' fees were incurred.

H.   Neither IMS nor Customer shall assign this Agreement or any of its rights
     hereunder without the prior written consent of the non-assigning party.

I.   The parties agree not to disclose the terms and conditions of this
     Agreement to any third party, except (i) as required in the normal conduct
     of Customer's business, or (ii) as required by law or regulation including,
     without limitation, any Federal securities law, or regulation.

ARTICLE XII.   DISPUTE RESOLUTION PROCEDURES

A.   The parties will attempt in good faith to promptly resolve any material
     dispute regarding this Agreement by negotiations between senior management
     ("Senior Management") of the parties. Senior Management of each party will
     meet within ten (10) calendar days of
<PAGE>
     notice ("Notice of Dispute") by a party of the existence of a material
     dispute, at a mutually agreed time and place, to resolve the material
     dispute. Senior Management, who shall have the authority to settle the
     dispute, shall prepare and exchange memoranda stating the issues in the
     material dispute and their positions. If the material dispute is not
     resolved to the mutual satisfaction of the parties within seven (7)
     calendar days of the meeting of Senior Management, then the parties may
     attempt to resolve the controversy using mediation.

B.   If the matter has not been resolved pursuant to the aforesaid mediation
     procedure within thirty (30) calendar days of the issuance of a party of a
     Notice of Dispute, or if either party will not participate in mediation,
     then either party may initiate arbitration upon fifteen (15) calendar days
     written notice to the other party. Notwithstanding the foregoing, all
     deadlines specified above may be extended upon mutual written agreement of
     the parties.

C.   Except for the right of either party to apply to a court of competent
     jurisdiction for review of the award of arbitration, for a temporary
     restraining order, preliminary injunction or other equitable relief to
     preserve the status quo, or disputes relating to breach of the
     confidentiality, non-disclosure or trade secret provisions of this
     Agreement, all claims, disputes, controversies and other matters relating
     to breach of this Agreement, and which cannot be resolved by the parties
     shall be settled by arbitration in accordance with this Agreement.

D.   Notice requesting arbitration ("Arbitration Notice"), or any other notice
     made in connection therewith, shall be made in writing by one party and
     sent by certified mail, return receipt requested, to the other party. The
     Arbitration Notice shall state in particular all issues to be resolved in
     the view of the complaining party, shall appoint the arbitrator selected
     by the complaining party and shall set a tentative date for the
     arbitration hearing, which date shall be no sooner than forty-five (45)
     calendar days and no later than ninety (90) calendar days from the date
     that the Arbitration Notice is mailed. Within twenty (20) calendar days of
     receipt of the complaining party's Arbitration Notice, the respondent
     shall notify the complaining party of the location for conducting
     arbitration and the name of its appointed arbitrator. When the two
     arbitrators have been appointed, they shall agree on a third independent
     arbitrator and shall appoint such person by written notice to the parties
     signed by both arbitrators within thirty (30) calendar days from the date
     of the appointment of the second arbitrator. If the two arbitrators fail
     to agree upon the appointment of an independent arbitrator at the end of
     thirty (30) calendar days following the appointment of the second
     arbitrator, then the independent arbitrator shall be appointed by the
     American Arbitration Association ("AAA"), or its successor, in accordance
     with its then prevailing commercial arbitration rules then in effect. The
     three (3) arbitrators shall constitute the arbitration board ("Board").

E.   The members of the Board shall be active or retired (i) lawyers or
     professionals familiar with insurance and/or (ii) active or former
     officers or management employees of insurance and/or data processing firms
     and/or software development companies. The person selected by the two
     respective arbitrators appointed by the parties shall be the umpire or
     chief arbitrator and must be a licensed attorney.

F.   Arbitration shall be conducted in accordance with the Commercial Rules of
     the American Arbitration Association ("AAA") then in effect except as
     modified herein.

<PAGE>
G.   The parties agree that all then current employees of each with material
     relevant information will be voluntarily produced, at the employer's
     expense, for all proper discovery and arbitration hearings.

H.   The cost of the arbitration relative to the arbitrators and the AAA
     ("Costs") shall be borne equally pending the arbitrators' award. Each party
     shall bear its own expenses for attorneys' fees. The prevailing party in
     any arbitration proceeding hereunder shall be entitled, in addition to such
     other relief as may be granted, to recover the portion of the Costs
     incurred by that party in connection with arbitration under the Agreement
     prior to the award.

I.   The parties agree that the Board shall be required to render its decision
     in writing within thirty (30) calendar days of the conclusion of the
     arbitration proceedings, unless such time shall be extended by mutual
     written agreement of the parties.

J.   With respect to any matter brought before the Board, the Board shall make a
     decision having regard to the intentions of the parties, the terms of this
     Agreement, and custom and usage of the insurance and data processing
     industry. Such decisions shall be in writing and shall state the findings
     of fact and conclusions of law upon which the decision is based, provided
     that such decision may not (i) award consequential, punitive, special,
     incidental or exemplary damages, or (ii) include a suspension of this
     Agreement or any provisions hereof. The decision shall be based exclusively
     upon the evidence presented by the parties at a hearing in which evidence
     shall be allowed. Said decisions may be reviewable and vacated, modified or
     corrected, in whole or in part, by appropriate courts of competent
     jurisdiction for clear abuses of discretion or errors at law by the Board.
     If the decision is not vacated, modified, or corrected in whole or in part
     upon an appeal, such decision shall be final and binding upon all parties
     to the proceeding and may be entered by either party in any court having
     competent jurisdiction.

           (The remainder of this page is intentionally left blank.)


<PAGE>
IN WITNESS WHEREOF, the parties hereto by their respective duly authorized
representatives have executed this Agreement to be effective as of the 1st day
of March, 2001.


"IMS"

INSURANCE MANAGEMENT SOLUTIONS,
INC.

By: /s/ D.M. Howard
    -------------------------
As its: Pres/CEO
        ---------------------
Date: 2/12/01
      -----------------------

                                   "CUSTOMER"

"RESIDENCE MUTUAL INSURANCE
COMPANY"

By: /s/ [ILLEGIBLE]
    -------------------------
As its: Sr. V.P. & Secretary
        ---------------------
Date: 2/7/01
      -----------------------
<PAGE>
SCHEDULES:

SCHEDULE "A" -      AUTHORIZED STATES AND INSURANCE PROGRAM
SCHEDULE "B" -      FEE SCHEDULE


EXHIBITS:

EXHIBIT 1 -         WYO FLOOD INSURANCE SERVICES


<PAGE>
                                   SCHEDULE A

                    AUTHORIZED STATES AND INSURANCE PROGRAM


IMS shall provide Insurance Administration Services as described in EXHIBIT I
for the following authorized line(s) of business ("Authorized Line of
Business") in the following authorized state(s) ("Authorized States"):


1.   AUTHORIZED LINE OF BUSINESS:

     WYO Flood Insurance
     --------------------------------------------------------------------------
     --------------------------------------------------------------------------
     --------------------------------------------------------------------------

2.   AUTHORIZED STATES:


     RESIDENCE MUTUAL:   CA, CO, NV
<PAGE>
                                   SCHEDULE B

                                  FEE SCHEDULE

[*]

* Indicates that material has been omitted and confidential treatment has been
  requested therefor. All such omitted material has been filed separately with
  the SEC pursuant to Rule 24b-2.
<PAGE>
                                   EXHIBIT I
                                   ---------

                 INSURANCE ADMINISTRATION SERVICES (WYO FLOOD)
                 ---------------------------------------------

     WHEREAS, The Federal Emergency Management Agency ("FEMA") and the Federal
Insurance Administration ("FIA") administer the National Flood Insurance
Program ("NFIP") and Customer is an insurance company duly licensed to write
flood insurance in the state or states to which this Agreement pertains and is
approved by FIA to act as a Write Your Own Company ("WYO Company") under the
Write Your Own Flood Insurance Program ("WYO Flood Program"), a program offered
under the NFIP; and

     WHEREAS, Customer wishes to engage the services of IMS to administer
certain of the Customer's obligations as a WYO Company in the state(s)
("Authorized States") set forth in SCHEDULE A.

1) DEFINITIONS. Capitalized terms not otherwise defined in the Agreement or in
   this Exhibit shall be construed as otherwise generally understood in the
   insurance and data processing industry.

2) POLICY ADMINISTRATION. IMS shall administer Customer's WYO Flood Program
   policies ("WYO Policies") performing the services listed hereunder in
   accordance with the NFIP, as amended, and all implementing regulations as
   well as Customer's Write Your-Own Arrangement ("Arrangement") with FEMA. The
   same standards by which Customer is bound shall be those by which IMS is
   bound to Customer.

   a)     Underwriting.
   -      Review WYO Policy application for completeness/contact
          Agent as applicable;
   -      Create WYO Policy file;
   -      Underwriting based on NFIP guidelines.

   b)     Data Entry. (subject to the Internet Use Milestones specified
          in Schedule B)
   -      New WYO Policy business;
   -      WYO Policy changes;
   -      Mortgagee changes;
   -      WYO Flood insurance Agent changes;
   -      Endorsements;
   -      Cancellations.

   c)     WYO Policy Issuance.
   -      WYO Policy for new business, renewals and endorsements where
          declaration page issuance is required;
   -      WYO Policy Renewal processing;
   -      WYO Policy automated rating;
   -      WYO Policy print declarations and related WYO Policy forms.

   d)     Billing & Collection.
   -      Print invoices, reminders, cancellation notification, return WYO
          Policy premium disbursements;
   -      Mortgage activity processing;
   -      EFT processing;
   -      Process cancellations for non-payment.
<PAGE>
     e)   Customer Service.
     -    Provide a dedicated customer service support call center;
     -    Respond to Customer's WYO Policyholder and WYO flood insurance sales
          Agent telephone inquires;
     -    Process requests for WYO Policy changes;
     -    Respond to correspondence related to WYO Policy and WYO Policy
          claim administration services;
     -    Track and respond to complaints related to WYO Policy and/or WYO
          Policy claim administration services; IMS customer service hours of
          operation 8:00 a.m. to 8:00 p.m. Eastern Standard Time ("EST").

     f)   Bureau Reporting.
     -    Process and balance WYO Policy premium and WYO Policy loss data;
     -    Edit and correct invalid data;
     -    Prepare and mail Bureau transmittals;
     -    To the best of IMS knowledge, provide on-going regulatory changes;
     -    Maintain WYO Policy history files.

     g)   Accounting Administration/Premium.
     -    Posting, balancing, and control of WYO Policy premium receivable;
     -    Accounting and payment of Customer's WYO flood insurance Agents WYO
          Policy commissions;
     -    Issuance, control and accounting for disbursements for WYO Policy
          premium refunds, WYO Policy commissions.

     g)   Financial Accounting.
     -    Issuance, control and accounting for disbursements for general
          expenses;
     -    Day-to-day management of short term cash;
     -    Provide reasonable and customary financial management reports.

     h)   Treasury.
     -    Receive and post WYO Policy payments;
     -    Issuance, control and accounting for disbursements of WYO Policy
          premium related expenses;
     -    Bank reconciliation of WYO Policy premium disbursements;
     -    OCR WYO Policy payment processing;
     -    Mortgagee billing.

     i)   Agency Administration.
     -    Agent of record assignment and control;
     -    1099 reporting;
     -    Maintain WYO flood insurance Agent files.

     j)   Print & Distribution Services.
     -    Automated document library;
     -    Electronic document assembly;
     -    Electronic document archival/retrieval;
     -    Automated finishing/insertion facility;
     -    Mail pre-sort facility;
     -    Mailing WYO Policy, WYO Policy billings and WYO Policy renewals
          (including postage and supplies);



<PAGE>
     -    Document Imaging.

     k)   System Administration.
     -    Availability of Proprietary System to Customer and Customer's WYO
          Policy claim vendor;
     -    Process daily, weekly, monthly, and annual cycles;
     -    Internet processing capabilities subject to Internet use limitations
          specified in Schedule B.
     -

3)   CASH MANAGEMENT.

     a)   Banking Arrangement. IMS and Customer shall establish a banking
          arrangement that complies with the Arrangement and other WYO Flood
          program requirements, and which will provide for the establishment of
          an NFIP restricted account ("Restricted Account") with Customer as
          custodian, and a FEMA letter of credit ("Letter of Credit"), with
          additional accounts as needed to facilitate WYO Flood Program
          operations, all in conformity with FEMA/FIA guidelines. Customer shall
          grant specific IMS' employees check-signing authority on any
          Restricted Account and the authority to initiate appropriate drawdowns
          against Customer's Letter of Credit, in order for IMS to act on
          Customer's behalf in making disbursements for Customer liabilities
          established by the Arrangement, the WYO Flood Program, and this
          Agreement. All such authorizations shall be in writing and may be
          revoked, amended or modified at any time by Customer upon thirty (30)
          days advanced written notice to IMS. Notwithstanding the foregoing,
          IMS shall not draw down on Letter of Credit for an amount that exceeds
          $50,000.00 without prior approval from the Chief Financial Officer of
          Customer, which approval shall not be unreasonably withheld and shall
          be given within 24 hours of the request being made by IMS.

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

     c)   Financial Data - IMS shall maintain supporting documentation for all
          bank accounts over which it has authority. On a monthly basis, IMS
          shall prepare financial data, reflecting all debits and credits with
          respect to WYO Flood Program business administered under this
          Agreement, including agents' commissions and IMS' Service Fees paid.

     d)   WYO Flood Program Reimbursements - Any WYO Flood Program
          reimbursements made pursuant to the Arrangement, including, but not
          limited to, those for the unallocated loss adjustments expenses, the
          allocated loss adjustments, and for approved special allocated loss
          adjustments expenses, shall be payable to IMS upon receipt by
          Customer.

     e)   Marketing Goals - Customer shall maintain responsibility for any risk,
          or shall be entitled to any reward, that may be associated with
          achieving or failing to achieve any marketing goal set by the FIA or
          FEMA.

4)   CLAIM ADMINISTRATION. IMS shall provide Claims administration in accordance
     with the Arrangement, the Financial Control Plan and the Agreement, which
     claim administration processing services are outlined below. Any litigation
     costs not reimbursed by FEMA would be the responsibility of the Customer.
     IMS may also rely on the information and direction contained in the WYO
     Flood Program Claims Manual, the FEMA Adjuster Manual, the Flood Insurance
     Agent's Manual, the Standard Flood Insurance Policy, the WYO Operational




<PAGE>
Overview, and/or other WYO Flood Program instructional material.

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

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

5) ADJUSTING FIRM. IMS' Colonial Catastrophe Claims Service will be the
   authorized adjusting firm ("Adjusting Firm") for all claims adjusting work on
   behalf of Customer. However, Customer may designate a different Adjusting
   Firm with thirty (30) days written notice to IMS.

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

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

7) SPECIAL SERVICES.

   a) Audit -- At Customer's expense and at IMS' premises, IMS shall conduct a
      biennial audit of any and all WYO Flood Program business written by
      Customer pursuant to this Agreement. IMS shall select and independent
      auditor and Customer shall accept the appointment of the proposed
      independent auditor if the estimate of the audit does not exceed $2,500.
      If the estimated audit expense of the IMS selected independent auditor is
      above $2,500 then IMS shall present the estimate to Customer and Customer
      shall have the option of selecting their own independent auditor to
      conduct the audit or proceed with the


<PAGE>
      independent auditor selected by IMS.

   b) Zone Determination Services -- IMS shall provide flood zone determinations
      to the Customer (or Customer's agents) to assist in writing a WYO Policy
      to be placed with the Customer and administered by IMS.

   c) Rating Software -- IMS will also make available to Customer and/or
      Customer's Agents, Proprietary Systems (specifically rating software)
      rating software for the ability to provide quotations, prepare new
      business applications, endorsements and cancellation of the WYO Policy.

   d) Training -- Upon Customer's request and excluding travel expenses, IMS
      will provide one training to Customer and/or Customer's Agents. Customer
      will provide the training facility. Additional requests for training will
      be charged at One Hundred and Twenty Five Dollars ($125) per day plus
      reasonable per diem and travel expenses incurred.

   e) Marketing Material. IMS will make available to Customer its marketing or
      promotional materials, which IMS may customize and produce for Customer at
      Customer's expense.

   f) Agency Rollover Services. Within a reasonable time of Customer's request,
      IMS will provide rollover services to those Customer agents that wish to
      roll over 500 or more WYO Policies in their book of business to Customer.
      In the event that there are several Agents within a concentrated
      geographical area wishing to roll over 500 or more WYO Policies to
      Customer, IMS will provide rollover service to all Agents within that area
      at the same time. Due to the potential size of the project, IMS will need
      Customer to provide a full listing of Agents, location and size of
      business. IMS will create a schedule to perform this service.

   g) Additional Fees & Services. Additional services not specified in this
      Agreement may be provided by as mutually agreed upon in writing between
      the Customer and IMS in writing.

8) INTERNET SERVICES
   IMS will facilitate a process whereby Agents may gain Internet access to IMS'
   website. The access will allow the Agents to acquire a zone determination,
   quote, issue, endorse and cancel a Policy. In order for an Agent to utilize
   the this Internet process, the Agent and Customer must be willing to provide
   an electronic transfer of funds (EFT) to IMS. Processing business through the
   Internet shall be subject to the Internet Use Milestones specified in
   SCHEDULE B.