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                                                                   EXHIBIT 10.12

                   INSURANCE ADMINISTRATION SERVICES AGREEMENT

         THIS INSURANCE ADMINISTRATION SERVICES AGREEMENT ("Agreement") is
effective as of the 1st day of October, 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 AUTO
CLUB SOUTH INSURANCE COMPANY (herein referred to as "Customer") having their
principal place of business at 1515 North Westshore Boulevard, Tampa, FL 33607.

         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.

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 term of the Agreement shall commence on the Effective Date and shall have a
minimum operating term ("Minimum Operating Term") of Twelve (12) 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
         the minimum period ("Minimum Period") specified by the applicable
         statutes regulating the preservation of records (including, but not
         limited to, NFIP standards 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 Period; however, that IMS
         shall be entitled to retain copies thereof.

D.       IMS shall maintain an errors and omission policy issued by an insurance
         carrier reasonably acceptable to Customer, with policy limits of no
         less than Ten Million Dollars ($10,000,000.00) and with a deductible no
         greater than Fifty Thousand Dollars ($50,000.00).

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 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


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         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 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


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         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. A form of the
         Written Obligation is hereby attached to as Exhibit II and by reference
         herein made a part of this Agreement.

         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

A.       In consideration of IMS providing Insurance Administration Services
         described herein, Customer shall pay IMS, as applicable, 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 FIA
         required 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


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         personnel in the performance of training relative to the Insurance
         Administration Services to be performed under this Agreement.

D.       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.

E.       Subject to the terms of this Agreement, all undisputed fees and
         expenses to be payable by IMS to Customer shall be paid within thirty
         (30) calendar days after IMS' receipt of Customer notice. IMS' failure
         to pay all fees and expenses when due shall be considered a material
         breach of this Agreement. Further, if IMS fails to pay any fees and
         expenses due Customer as herein provided, IMS shall pay to Customer 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 Customer.

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 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.


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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 disclose or otherwise make the
         Proprietary System or the Third Party Proprietary System available to
         any person other than employees, insurance sales agents ("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.

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 this 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);


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         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 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 of 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, (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 (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;


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         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, willful misconduct or gross
         negligence; and (iii) violations of Article VII 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 greater
         of: (a) the amount of compensation paid by the Customer under SCHEDULE
         B of this Agreement for the six (6) months immediately preceding the
         breach or cause of liability, or (b) to the extent a liability is
         covered by IMS' error and omission policy, the limit of IMS' current
         error and omission policy. 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.       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:            Auto Club South Insurance Company
                                    1515 North Westshore Boulevard
                                    Tampa, Florida 33607
                                    Fax Number: (813)
                                                     --------------------------
                                    Attention: President

         As to IMS:                 Insurance Management Solutions, Inc.
                                    360 Central Avenue, 16th Floor
                                    St. Petersburg, FL 33701
                                    Fax Number: (727)
                                                     --------------------------
                                    Attention: President


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         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 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.


                                       9
<PAGE>

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.

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.


                                       10
<PAGE>

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.)


                                       11
<PAGE>

IN WITNESS WHEREOF, the parties hereto by their respective duly authorized
representatives have executed this Agreement to be effective as of the 7th day
of September, 2001.

"IMS"

INSURANCE MANAGEMENT SOLUTIONS, INC.



By: s/s D.M. Howard
   ------------------------------------
As its: Pres/CEO
       --------------------------------
Date: 9/7/01
     ----------------------------------

"CUSTOMER"

AUTO CLUB SOUTH INSURANCE COMPANY



By: s/s Larry Patrick
   ------------------------------------
As its: Vice President
       --------------------------------
Date: 9/7/01
     ----------------------------------

                                       12
<PAGE>

SCHEDULES:

<TABLE>
<S>             <C>
SCHEDULE "A" -  AUTHORIZED STATES AND INSURANCE PROGRAM
SCHEDULE "B" -  FEE SCHEDULE
</TABLE>

EXHIBITS:

<TABLE>
<S>             <C>
EXHIBIT I -     WYO FLOOD INSURANCE SERVICES

EXHIBIT II -    FORM OF EMPLOYEE CONFIDENTIALITY AGREEMENT
</TABLE>


                                       13
<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:

         The State of Florida, Georgia and such other states as may be mutually
         agreed upon in writing by Customer and IMS.


                                       14
<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.




















                                       15
<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.

A.       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.

B.       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 120 Day Internet Access 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.

         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;


                                       17
<PAGE>
         -        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.

         h)       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.

         i)       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.

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

         k)       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);
         -        Document Imaging;
         -        Mailing of GLB notices.

         l)       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.


                                       18
<PAGE>

C.       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 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.

D.       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
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;


                                       19
<PAGE>
         -        Special Investigation Unit ("SIU") services;
         -        Salvage & subrogation claim processing;
         -        Litigation support;
         -        Any litigation cost not reimbursed by FEMA, subject to
                  limitations of Article X of this Agreement

         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.

E.       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.

F.       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.

G.       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").

H.       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 an independent auditor and IMS
shall present the expense estimate for the biennial audit to Customer. Within
fifteen (15) days of receiving the estimate, Customer shall have the option of
selecting their own independent auditor to conduct the audit or proceed with the
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 - From the Effective Date of this Agreement up to the
one (1) year anniversary of the date that IMS provides internet access (which
shall include deployment of the internet access into live production) to any of
Customer's insurance sales agents for the Authorized Line of Business within the
Authorized States, IMS will make available to Customer and/or Customer's
insurance sales agents, rating software (which by definition is a Proprietary
System) 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 four (4) training sessions per calendar year 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.


                                       20
<PAGE>

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.

I.       TIME STANDARDS. IMS shall use commercially reasonable efforts to adhere
to certain time standards for performance, as may be outlined and amended from
time to time within the FEMA/FIA Financial Assistance /Subsidy Arrangement.


                                       21
<PAGE>

                                   EXHIBIT II

                       EMPLOYEE CONFIDENTIALITY AGREEMENT

In consideration of my continued employment by Insurance Management Solutions
Group, Inc, its affiliates or subsidiaries (collectively, "IMSG"), I,
("Recipient"), hereby agree and specifically consent to, and shall comply with,
the following:

         During Recipient's employment with IMSG, Recipient may acquire, know,
         or have within its possession, information (including, but not limited
         to, Technical Information) and/or data of IMSG or its outsourcing
         clients (collectively, "Disclosing Party") concerning, among other
         things, 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 and business practices of the Disclosing Party
         ("Confidential Information"). "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. Any information marked
         "Confidential", "Proprietary" or the substantial equivalent thereof, or
         if orally disclosed identified as "Confidential" or "Proprietary" at
         the time of the disclosure, shall be deemed "Confidential Information".
         Notwithstanding the foregoing, all IMS' (owned or licensed) Technical
         Information, the identity of Disclosing Party's insureds and
         beneficiaries, claim and agent information, shall be deemed
         "Confidential Information", regardless of whether marked or identified
         as such. Recipient recognizes and acknowledges that the Confidential
         Information, as it may exist from time to time, is a valuable, special
         and unique asset of the Disclosing Party. Recipient, during and after
         the term of his or her employment with IMSG, shall (a) maintain the
         confidentiality of all Confidential Information, whether originally
         supplied by the Disclosing Party, or whether generated by the Recipient
         in the course of the performance of his or her employment duties with
         IMSG and which is directly accessible to the Recipient or is in the
         possession of Recipient; (b) except as required by law, only use the
         Confidential Information as may be reasonably required to accomplish
         assignments on behalf of Disclosing Party in which the Recipient is, at
         any given time during the term of Recipient's tenure with IMSG,
         currently and actively engaged; (c) not copy, reproduce or use any
         Confidential Information without written authorization of IMSG (which
         authorization may be arbitrarily or unreasonably withheld), except as
         may be reasonably required to accomplish assignments on behalf of
         Disclosing Party in which the Recipient is, at any given time during
         the term of Recipient's tenure with IMSG, currently and actively
         engaged. Disclosing Party shall, at all times, retain title to all
         Confidential Information, whether tangible or intangible.

In the event of a breach or threatened breach by Recipient of the provisions
hereof, IMSG shall be entitled to an injunction restraining Recipient from
disclosing, in whole or in part, the Confidential Information, or from rendering
any services to any person, firm, corporation, association, or other entity to
whom such Confidential Information has been disclosed or is threatened to be
disclosed. Further, Recipient shall be required to return to IMSG all
Confidential Information in the possession of Recipient immediately upon request
by IMSG. Nothing herein shall be construed as prohibiting IMSG from pursuing any
other remedies available to it for such breach or threatened breach, including
the recovery of damages from the Recipient. The existence of any claim or cause
of action of Recipient against IMSG shall not constitute a defense to the
enforcement by IMSG of this agreement. No failure by IMSG to exercise any right
given hereunder shall be taken or construed as a waiver of its right to seek any
remedies by reason of any past, present, or future breaches of this agreement on
the part of Recipient. The obligations under this agreement shall survive the
Recipient's termination from employment from IMSG.


                                       22
<PAGE>



                                       ----------------------------------------
                                       Signature / Recipient

                                       ----------------------------------------
                                       Print Name / Recipient

                                       ----------------------------------------
                                       Date


                                       23