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                                                                   EXHIBIT 10.72


                RUN OFF CLAIM ADMINISTRATION SERVICES AGREEMENT

     THIS RUN OFF CLAIM ADMINISTRATION SERVICES AGREEMENT ("Agreement") is
effective as of the 7th day of June, 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 each
of BANKERS INSURANCE COMPANY ("BIC") and FIRST COMMUNITY INSURANCE COMPANY
("FCIC"), herein collectively referred to as "Customer", having their principal
place of business at 360 Central Avenue, Saint Petersburg, Florida 33701.

     WHEREAS, Customer wishes to engage the services of IMS to administer
certain of the Customer's run off claim administration obligations for business
("Heartland Business") previously administered by Heartland Claim Services,
Inc. and Heartland Insurance Marketing Group, Inc. pursuant to that certain
Managing General Agency Agreement between each of BIC and FCIC dated July 1,
2000;

     WHEREAS, IMS wishes to provide such 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 a
     non-affiliated entity or entities.

F.   "Run Off Claim Services" means the services to be rendered pursuant to this
     Agreement and as more specifically set forth on EXHIBIT I, attached hereto,
     in the Authorized States, and all applicable laws and regulations.

G.   "Insurance Program" means the Heartland Business within the Authorized
     Line(s) of Business to be offered within the Authorized States.

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.

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ARTICLE II.    TERM

The initial term of the Agreement shall commence on the Effective Date and
shall have a term of Eighteen (18) calendar months following the Effective Date
("Initial Term"), unless terminated earlier pursuant to the termination
provisions within Article VIII or as otherwise provided herein. Following the
Initial Term, this Agreement may be terminated by either party, for any reason
or no reason, upon ninety (90) days prior written notice, unless terminated
earlier pursuant to the termination provisions within Article VIII. Provided,
however, either party may provide notice to the other not less than ninety (90)
days prior to the end of the Initial Term stating that this Agreement will
terminate at the end of the Initial Term.

ARTICLE III.   RESPONSIBILITIES OF IMS

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

B.   IMS shall designate an employee ("Account Manager") of sufficient status
     and binding discretionary, decision making authority to act as liaison with
     Customer to facilitate IMS' performance of the Run Off Claim Services under
     this Agreement. The Account Manager shall provide written and/or oral
     communication of the status of administration of the Run Off Claim 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, maintain complete and orderly copies of all
     records and policy and/or claims files as may be required as a result of
     IMS performing the Run Off Claim Services on behalf of Customer. These
     copies shall be retained by IMS, in a format or media defined by IMS which
     shall be in compliance with applicable laws and regulations. Upon
     termination of this Agreement all original records shall automatically be
     returned to Customer at its expense; however, IMS shall be entitled to
     retain copies thereof so long as IMS complies with the confidentiality
     provisions of Article V hereof.

D.   IMS shall maintain an errors and omissions policy issued by an insurance
     carrier reasonably acceptable to Company, with policy limits of no less
     than the greater of (i) One Million ($1,000,000) Dollars or (ii) an amount
     sufficient to satisfy the financial responsibility requirements of the
     insurance codes of applicable states, and with a deductible no greater than
     Fifty Thousand ($50,000) Dollars. IMS agrees to maintain coverage in force
     thereunder by replacement or renewal of the policy or by the purchase of an
     extended claims reporting provision for a period of not less than one (1)
     year subsequent to the expiration date of this Agreement. The Company
     reserves the right to verify coverage at any time.

E.   IMS shall maintain all licenses and regulatory approvals necessary to
     conduct business contemplated by this Agreement. The IMS shall be and
     remain in compliance with all laws and regulations which has any affect on
     any performance by IMS under this Agreement.

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 Run Off Claim 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 and only in
     conjunction

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     with business directly related to the Run Off Claim 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
     fulfilling Run Off Claim Services, and that such a delay in performing the
     Run Off Claim Services shall not be deemed a breach of the Agreement.

B.   CUSTOMER ACKNOWLEDGES AND AGREES THAT IMS ASSUMES NO INSURANCE COVERAGE
     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 a liaison with IMS and to
     facilitate Customer's role as IMS performs the Run Off Claim 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) for
     any reason related to the Run Off Claim Administration Services.

     Access to IMS' records, for the foregoing purposes, will be provided on
     any Business Day during normal business hours upon twenty four (24) hours
     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 twelve (12) 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 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 under this
     Agreement and which is directly accessible to the Recipient or is in
     possession of Recipient in its implementation, facilitation and/or
     performance of this Agreement. 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 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 Run Off
     Claim Services under this

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     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 Run Off
     Claim 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 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 Run Off Claim 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 Article V (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 agents of the Recipient and Disclosing Party.

ARTICLE VI. EXPENSES AND FEES

A.   In consideration of IMS providing Run Off Claim Services described herein,
     Customer shall pay IMS, as applicable, the fees specified in the pricing
     schedule ("SCHEDULE B") attached hereto and by reference herein made a part
     of this Agreement (the "Fees"). The performance by IMS of any service or
     function that is outside of the scope of the Run Off Claim Services shall
     require the payment by Customer of additional consideration as mutually
     agreed between IMS and Customer.

B.   Customer shall reimburse IMS for necessary travel, living and out-of-pocket
     expenses reasonably incurred and approved in advance by Customer (except
     those travel, living and out of pocket expenses incurred prior to the
     execution of this Agreement and related to the Run Off Claim Services) by
     IMS personnel in the performance the Run Off Claim Services under this
     Agreement.

C.   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 owned 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


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     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.

D.   Following the expiration of the Initial Term (and thereafter upon providing
     180 days prior written notice), IMS may modify SCHEDULE B in its discretion
     to reflect any increase in the cost of providing the Run Off Claim Services
     (including, but not limited to statutory, regulatory, or judicial changes
     that require IMS to incur additional cost or expenses in performing the Run
     Off Claim Services) or to remain competitive with the rates currently being
     charged within the industry for like services. Any modification of SCHEDULE
     B shall be proposed to Customer at least six (6) months prior to the
     expiration of the Initial Term.

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 Run Off Claim 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 Run Off Claim 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 Run Off claim
     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.   IMS, from time to time, may also use the Allenbrook system ("Allenbrook
     System"), which Customer presently has limited access to and which is
     identified, described or referenced in EXHIBIT I hereto in the performance
     of the Run Off Claim Services. During any term of this Agreement, and for
     so long as Customer has use of the Allenbrook System, Customer shall grant
     IMS access to use portions of the Allenbrook System as necessary for IMS to
     perform the Run Off Claim Services under this Agreement. However, if
     Customer no longer has access to the Allenbrook System, then IMS shall
     immediately discontinue use of the Allenbrook System and Customer's grant
     of access to the Allenbrook System shall immediately cease; provided,
     however, that IMS shall not be responsible for failing to perform Run Off
     Claims Services when such failure is a direct result of its lack of access
     to the Allenbrook System.

D.   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.

E.   The obligations of Customer under this Article shall survive termination of
     this Agreement, regardless of the reason for termination.


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ARTICLE VIII. TERMINATION

A.   Following the Initial Term, either party may terminate this Agreement, for
     any reason or for no reason, upon ninety (90) days prior written notice to
     the other party of its intent to terminate this Agreement.

B.   Notwithstanding the foregoing paragraph (A), 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; or

     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); or

     c)     at the election of the Customer, if IMS materially breaches any
          provision of this Agreement and fails to cure such breach within
          thirty (30) days after written notice thereof is given to IMS by the
          Customer; or

     d)     at the election of IMS, if Customer materially breaches any
          provision of this Agreement and fails to cure such breach within
          thirty (30) days after written notice thereof is given to Customer by
          IMS; or

     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 thirty (30) days advance written notice of
          the proposed Change of Control and (ii) IMS has agreed in writing to
          such Change of Control; or

     f)     at the election of Customer, upon written notice to IMS, in the
          event of a Change of Control of IMS unless (i) IMS has provided
          Customer not less than thirty (30) days advance written notice of the
          proposed Change of Control and (ii) Customer has agreed in writing to
          such Change of Control; or

     g)     at the election of IMS, upon thirty (30) days written notice to
          Customer, in the event that IMS is longer given access (whether by
          Customer or by denial of legal access) to the Allenbrook System or in
          the event that Customer and IMS are unable to agree to a Revised FTE
          (as defined in Schedule B) for 2002 or any subsequent year.

     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 open and closed claim files, and all of Customer's
     Confidential Information, in IMS' possession and related to the Run Off
     Claim Services provided by IMS during the term of this Agreement. Customer
     shall do the same, relative to IMS' Confidential Information, and shall
     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 Claim Administration
     Fees,


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     Miscellaneous Fees and third party fees due IMS for Run Off Claim Services
     performed pursuant to this Agreement. IMS AND CUSTOMER SHALL COOPERATE IN
     ANY TRANSITION PERIOD DURING THE WIND-UP OF RUN OFF CLAIM SERVICES PROVIDED
     CUSTOMER UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT UPON TERMINATION OF
     THIS AGREEMENT CUSTOMER SHALL BECOME SOLELY ACCOUNTABLE AND SHALL ASSUME
     ALL RESPONSIBILITY FOR ANY PENDING CLAIM FILES PREVIOUSLY ADMINISTERED BY
     IMS UNDER THIS AGREEMENT EXCEPT FOR MATTER OCCURRING BETWEEN THE EFFECTIVE
     DATE AND THE TERMINATION OF THIS AGREEMENT RELATING TO WILLFUL MISCONDUCT
     OR GROSS NEGLIGENCE OF IMS (INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES
     AND AGENTS). If Customer requires assistance in converting 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 II of SCHEDULE B. This obligations under
     this Paragraph (C) shall survive any termination of this Agreement.

ARTICLE IX. WARRANTIES AND COVENANTS BY IMS

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 Run
Off Claim 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 of merchantability, fitness or fitness for a particular
purpose, will apply to the provision of Run Off Claim 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, (B) 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 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 directly as a
          result of any material breach of Customer's obligations under this
          Agreement or 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 directly or indirectly to the acts or omissions
          of required actions of Heartland Insurance Marketing Group, Inc.,
          Heartland Claim Services, Inc., then Customer shall assume the
          responsibility and liability for such acts or omissions and shall
          indemnify and hold IMS harmless for any such liability;

     d)      Customer agrees to, and shall cause its affiliates, subsidiaries,
          agents and fronting companies, jointly and severally, to indemnify,
          defend and hold harmless IMS, its officers, directors, employees,
          agents, representatives, and controlled and controlling


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          persons (collectively "IMS Indemnitees") from and against any and all
          liabilities, losses, damages, demands, claims (including, but not
          limited to, claims for infringement on a party's proprietary rights),
          suits, actions, causes of action, proceedings, assessments, judgments,
          awards, penalties, settlements, fees, costs and/or expenses of any
          kind or nature whatsoever asserted against, resulting to, imposed upon
          or incurred by IMS or any of IMS' Affiliates, directly or indirectly,
          by reason of, arising out of, relating to or resulting from (i) any
          agreement, obligation or relationship, contractual or otherwise, that
          Customer has or ever had with either Heartland Insurance Marketing
          Group, Inc. or Heartland Claim Services, Inc., or any of its
          affiliates or subsidiaries; (ii) the performance of Run Off Claim
          Services on any claim file that was opened by someone other than IMS,
          or (iii) IMS use of the Allenbrook System.

B.   Except for: (i) fees and expenses payable to IMS under Article VI of this
     Agreement; (ii) acts of fraud, gross negligence or willful misconduct; and
     (iii) violations of Article VII of this Agreement; and (iv) Customer's
     indemnification of IMS under Article X(A)-(c) and (d) of this Agreement,
     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 Agreement for
     the three (3) 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.   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.

D.   The obligations of the parties under this Article shall survive termination
     of this Agreement, regardless of the reason for termination.

ARTICLE XI. GENERAL AGREEMENTS

A.   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 Run Off Claim Services resulting, directly or indirectly, from
     unforeseeable, natural acts (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 or
     any similar cause beyond the reasonable control of the parties.

B.   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:


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     If to Customer to:

     360 Central Avenue
     17th Floor
     St. Petersburg, FL 33733
     Attn: Robert G. Menke, President
     FAX (727) 823-6518


     If to IMS to:

     360 Central Avenue
     16th Floor
     St. Petersburg, FL 33733
     Attn: David M. Howard, President
     FAX (727) 803-2076


     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.

C.   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 with regards
     to the Run Off Claim Services. 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.

D.   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.

E.   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.

F.   If either party should bring an action alleging breach of this Agreement or
     seeking to enforce, rescind, renounce, declare, void or terminate this
     Agreement or any provisions thereof (in compliance with the Dispute
     Resolution Procedures detailed in Section XII of this Agreement) 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. The venue for any action related to this Agreement shall be
     in Pinellas County, Florida. 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






                                       9
<PAGE>
     provisions. The obligations of the parties under this Paragraph F shall
     survive termination of this Agreement, regardless of the reason for
     termination.

G.   Neither IMS nor Customer shall assign this Agreement or any of its rights
     hereunder without the prior written consent of the non-assigning party. For
     purposes of this Agreement, an assignment of this Agreement shall be
     equivalent to a Change of Control.

H.   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 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. At the meeting of Senior
     Management, to be attended by an individual from each party who shall have
     authority to settle the dispute, each party shall verbally state 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 a temporary restraining order, preliminary injunction or
     other equitable relief to preserve the status quo, all claims, disputes,
     controversies and other matters relating to breach of this Agreement 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 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"). The
     parties agree that the location for conducting the arbitration, regardless
     of the party bringing the complaint, will be in Pinellas County, Florida.

E.   The members of the Board shall be active or retired (i) lawyers or
     professionals familiar with





                                       10
<PAGE>
          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 AAA then in effect except as modified herein.

G.        The parties agree that all then current employees of each with
          information relevant to the dispute between the parties 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 this 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
          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) unless
          specifically requested by a party pursuant to the terms of this
          Agreement, otherwise terminate this Agreement or any provisions
          thereof. The decision shall be based exclusively upon the evidence
          presented by the parties at a hearing in which evidence shall be
          allowed and 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.

K.        The obligations of the parties under this Section XII shall survive
          termination of this Agreement, regardless of the reason for
          termination.

                                       11
<PAGE>

  IN WITNESS WHEREOF, the parties hereto by their respective duly authorized
  representatives have executed this Agreement as of the date and year
  first set forth above.

-------------------------------------------------------------------------------
  "IMS"

  INSURANCE MANAGEMENT SOLUTIONS, INC.

-------------------------------------------------------------------------------


  By: /s/ Robert G. Gantley  Robert G. Gantley
      --- ------ -- -------

  As its:   COO              COO
          -----------------

-------------------------------------------------------------------------------
  "CUSTOMER"


-------------------------------------------------------------------------------
  BANKERS INSURANCE COMPANY

  By: /s/ Robert G. Menke     Robert G. Menke
      --- ------ -- -------

  As its:   President         President
          -----------------

-------------------------------------------------------------------------------
  FIRST COMMUNITY INSURANCE COMPANY

  By: /s/ Robert G. Menke     Robert G. Menke
      --- ------ -- -------

  As its: President           President
          ----------------

-------------------------------------------------------------------------------

  SCHEDULES:

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

  EXHIBITS:

  EXHIBIT I -       RUN OFF CLAIM SERVICES
  -----------------------------------------------------------
  EXHIBIT II        PROJECTION OF THE ESTIMATED COST MATRIX
  -----------------------------------------------------------






                                       12




<PAGE>

                                   SCHEDULE A
                                   -------- -

                    AUTHORIZED STATES AND INSURANCE PROGRAM
                    ---------- ------ --- --------- -------



IMS shall provide Run Off Claim 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:

          Automobile and Homeowners.
          ----------------------------------------------------------

2.        AUTHORIZED STATES:

          The State of Texas.
          ----------------------------------------------------------



                                       13
<PAGE>
                                   SCHEDULE B
                                   ----------
                                PRICING 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 1
                                   ---------

                    RUN OFF CLAIM (ADMINISTRATION) SERVICES


IMS will perform the following Run Off Claim Services on Customer's behalf, for
the Insurance Program, in compliance with applicable law, and subject to
periodic review and audit thereof by Customer throughout the term of this
Agreement:

I.    Claim Adjusting and Program Management

      IMS will:

      A.  Administer claims in accordance with the terms and conditions of
          Customer's Insurance Program policies, this Agreement, and applicable
          state insurance laws, rules, and regulations that pertain to claim
          handling.
      B.  Provide appropriate staff to service Customer's Insurance Program
          claim business based upon claim volume.
      C.  Conduct internal Insurance Program claim file audits and quarterly
          file reviews.
      D.  Utilize IMS' claim handling best practices.
      E.  Provide vendor management.

II.   Claim Adjusting Support

      IMS will:

      A.  Utilize and manage external adjusters and appraisers, in field
          locations not staffed by IMS or Customer. Decisions as to when to use
          external adjusters and appraisers will be made by IMS and will be
          based on each individual Insurance Program claim file and the need for
          external investigation in order to document the facts.

      B.  In field locations not staffed by IMS or Customer. Decisions as to
          when to use of external adjusters and appraisers will be made by IMS
          and will be based on each individual Insurance Program claim file and
          the need for external investigation in order to document the facts.

      C.  Perform all services necessary to collect subrogation or salvage that
          may benefit Customer.

      D.  Manage claim litigation through the use of external defense counsel
          and litigation management planning.

      E.  Investigate insurance fraud indicators through the IMS' special
          investigation unit and conform with all filed and state specific fraud
          plans and any other statutory or regulatory requirements, where
          appropriate.

      F.  Conduct and manage review of claim file medical records utilizing IMS'
          internal medical resource unit, where appropriate.

III.  Claim Service Center

      IMS will:

      A.  Handle and process initial Insurance Program loss reports received by
          Customer or Customer's prior claim administration services vendor,
          only if the information submitted by Customer or Customer's prior
          claim administration services vendor is sufficient to enter a claim
          into the IMS claim system. Sufficient information required to set up a
          claim


                                       16

<PAGE>
          on the AS 400 Claim System is insured name, policy number, address,
          telephone number, damaged property, and description of the accident.

      B.  Provide claim adjusting core clerical support, which includes all mail
          processing, file control and industry reporting (e.g. index bureau,
          NICB, Fraud Bureau and provider of service) to the extent that
          Customer is a member, which includes routing, filing, sorting,
          photocopying claims files, delivering, printing, bar coding, faxing of
          claim material, mail indexing, mail matching, mail preparation, and
          sending mail.

      C.  Maintain operating hours of 7:30 A.M. to 8:00 P.M. Eastern Standard
          Time (EST), Monday through Friday, excluding bank holidays 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 12:00 P.M. Eastern Standard Time) and Christmas Day). IMS
          will provide First Notice of Loss reporting services twenty-four (24)
          hours per day seven (7) days per week.

IV.   Claim System

      IMS will:

      A.  Utilize an AS400 based claim system for Insurance Program claim
          documentation and processing.
      B.  IMS will enter basic Insurance Program loss and financial information
          in the Allen Brook Proprietary System.
      C.  Provide Customer with remote claim system access to the AS400 (view
          only) as reasonably requested by Customer subject to the fees
          described in Schedule B.

      Customer will:

      A.  Provide IMS access to the Allen Brook Proprietary System for the
          purpose of allowing IMS to retrieve information and input data into
          the system.

V.    Catastrophe Claims

      IMS will:

      A.  Adjust Customer's Insurance Program claims which result from a weather
          catastrophe.

VI.   Management Reporting

      IMS will:

      A.  Provide Customer with standard monthly claim summary reports when
          reasonably requested by Customer.

VII.  Claim Account

      A.  Customer will maintain a daily register of checks drawn on the
          Insurance Program claims account for each loss payment and expense.
      B.  Any monies collected by IMS, under this Agreement, for salvage,
          subrogation, contribution or deductible reimbursement will be
          deposited by IMS in the Insurance Program claims account within one
          Business Day upon receipt by IMS thereof.


                                       17

<PAGE>
VIII.  Accounting

       A. Customer will issue checks related to claim handling.
       B. IMS will provide no accounting services; including, but not limited
          to:

          -    Annual statement support
          -    Statistical reporting
          -    Month-end processing
          -    Month-end reporting

                                       18