EXHIBIT 10.6



                         OUTSOURCING SERVICES AGREEMENT

                                 BY AND BETWEEN

                         1390 MAIN STREET SERVICES, INC
                                  (MAIN STREET)

                                       AND

                     BUTTNER HAMMOCK RANES AND COMPANY, P.A.
                                    (VENDOR)





                                  April 1, 1998





This Agreement shall not be valid unless signed and accepted by both parties on
or before April 27, 1998.





                                              NOTICE OF CONFIDENTIALITY


This Agreement contains confidential information.  Disclosure of any information
included  herein to others without the express  written  permission of 1390 Main
Street Corporation is expressly prohibited.


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                                                  TABLE OF CONTENTS


1.  DEFINITIONS...............................................2

2.   TERM.....................................................4

2.1 Term......................................................4

3.   PROVISION OF SERVICES....................................5

3.1  Generally................................................5

3.2 Subcontractors............................................5

3.3  Provision of Personnel...................................5

3.4  Payment of Personnel.....................................6

3.5 Subcontractors for Non-Fixed Fee Work.....................6

4.  SERVICE LEVEL ADJUSTMENTS.................................6

4.1  Minor Changes............................................7

4.2  Major Changes............................................7

4.3  Change Order Forms.......................................7

5.   OBLIGATIONS OF PROJECT MANAGERS..........................8

5.1 Main Street's Project Manager.............................8

5.2  Vendor's Project Manager.................................8

5.3  Coordination.............................................8

6.   USE OF ASSETS............................................9

6.1 Ownership of Hardware, Software and Other Assets..........9

6.2   Licenses...............................................10

7.  COOPERATION..............................................10

8.  COMPENSATION AND EXPENSES................................10

8.1 Fees.....................................................10

8.2 Additional Charges.......................................11

8.3 Reimbursable Expenses....................................11

8.4 Time and Method of Payment...............................11

8.5 Taxes....................................................12

9.  CONFIDENTIALITY..........................................12

9.1 Obligations on Confidentiality...........................12

9.2 Non-Confidential Information.............................13

9.3 Copyright Notice.........................................13

10. TERMINATION..............................................13

10.1 Termination for Breach..................................13

10.2  Termination Option.....................................14

10.3 Termination for Insolvency..............................14

10.4 Return of Materials.....................................15

10.5 Rights Upon Termination.................................15

10.6 Survival of Terms.......................................16

10.7  Conversion to Another Service Provider.................16

10.8 Master File Data........................................16

10.9  Return of Software.....................................16

11.  WARRANTIES..............................................17

11.1 Warranties by Vendor....................................17

12.  INDEMNIFICATION / INSURANCE.............................17

12.1 Indemnification by Vendor...............................17

12.2 Insurance...............................................18

13.  DISPUTE RESOLUTION......................................19

14.  MISCELLANEOUS...........................................21

14.1 Force Majeure...........................................21

14.2 Assignment..............................................21

14.3 Governing Law...........................................21

14.4 Non-Hire................................................21

14.5 Currency; Language......................................22

14.6 Entire Agreement........................................22

14.7 Service Provider........................................22

14.8 Injunctive Relief.......................................22

14.9 No Strict Construction..................................22

14.10 Independent Contractor.................................23

14.11 Counterparts...........................................23

14.12 Notices................................................23

14.13 Headings...............................................24

14.14 Limitation on Actions..................................24

14.15 Severability...........................................25

14.16 No Third Party Beneficiaries...........................25

14.17 Attorneys' Fees........................................25

14.18 Authority of Signatures................................25

14.19 Non-Waiver.............................................25

15.  LIST OF SCHEDULES.......................................26

SCHEDULE A....................................................1

SCHEDULE B....................................................1

SCHEDULE C....................................................1




<PAGE>


         THIS  OUTSOURCING  SERVICES  AGREEMENT  (the  "Agreement")  is made and
entered into this 25th day of April,  1998 (the "Effective Date") by and between
1390 MAIN STREET SERVICES,  INC.  (hereinafter referred to as "Main street") and
BUTTNER HAMMOCK RANES AND COMPANY, P.A. (hereinafter referred to as "Vendor").

                                   BACKGROUND


         Main Street is a company which has contractually  agreed to provide all
services  required by RISCORP,  Inc.,  an  insurance  company  (hereinafter  the
"Insurance Company") to assist in the Insurance Company's dissolution. Vendor is
in the business of providing professional accounting services.

          As of the Effective  Date of this  Agreement,  Main Street  desires to
engage Vendor to provide those specific  services which are described on Exhibit
"A" to this Agreement and are hereinafter referred to as the "Services."

         Main Street and Vendor desire to enter into this Agreement so that Main
Street can provide the services it has  contracted  to provide to the  Insurance
Company,  which will  entail the use of Vendor's  Services  as  provided  for in
detail in this Agreement. The Services to be provided under this Agreement shall
be for the benefit of Main Street and the Insurance Company. Vendor shall ensure
that any of its  employees or  authorized  subcontractors  having  access to any
Confidential  Information  as  hereinafter  defined  will comply with all of the
confidentiality  and  non-disclosure  obligations  of  Vendor  provided  in  the
Agreement.
Wherever the context requires,  the term Main Street shall include the Insurance
Company.

          Main Street will be directed by, and under the control for  management
purposes of The Phoenix Management Company,  Ltd. In that regard, Vendor will be
required to take  direction  from,  and perform all  services  requested  by The
Phoenix Management Company, Ltd., as if The Phoenix Management Company, Ltd. was
Main Street.

In  entering  into  this  Agreement,  the  parties  each  have  several  primary
objectives.  Of  particular  importance  to Main Street is that it receive  from
Vendor the Services sufficient to meet the needs of Main Street to discharge its
contractual  obligations  to the  Insurance  Company  and that the  services  be
rendered by Vendor in a timely, good and workmanlike manner.

         Of  particular  importance to Vendor is that it be permitted to perform
the  Services  required  of it for the fees  provided  for herein so that it may
recover  its costs in  implementing  the  necessary  resources  to  fulfill  its
obligations  under this Agreement and that Vendor receive timely payment for the
services it renders to Main Street.

         The provisions of this background  section are intended to be a general
introduction to this  Agreement.  To the extent that the terms and conditions of
this Agreement do not address a particular circumstance or are otherwise unclear
or ambiguous,  such terms and conditions are to be interpreted  and construed so
as to give the  fullest  possible  effect  to the  objectives  set forth in this
background  section.  To the extent the terms and  conditions of this  Agreement
conflict  with  this  background  section,  the  terms  and  conditions  of this
Agreement shall control over this background section.

     In  consideration  of the premises and the mutual  promises  established in
this  Agreement,  and the  monies to be paid  hereunder,  the  parties  agree as
follows:



<PAGE>


 .  DEFINITIONS

As used herein, the terms set forth will have the following meanings:

          "Agreement" will mean this Agreement as it may be amended from time to
     time, by the parties in writing,  including  all Change Orders  executed by
     Main Street.

         "Change  Order"  will  mean  any  work  request  outside  the  Services
         described in Exhibit "A," which change order  describes work which will
         be administered in accordance with the procedures  specified in Exhibit
         "B."

          "Insurance  Company" means RISCORP,  Inc.,  and its  subsidiaries  and
     affiliates.

         "Main  Street   Confidential   Information"  will  mean  and  refer  to
         information  that  relates in any way to the  information,  procedures,
         customer lists, policy holder lists, and databases, and all information
         about Main Street's  internal  affairs,  business  plans,  and business
         practices  or any other  information  of a  sensitive  or  confidential
         nature that is provided to Vendor by Main Street in order for Vendor to
         perform the Services,  or that is learned or is discovered by Vendor in
         the performance of the Services.

         "Main  Street's  Equipment"  means  the  computer  hardware,  including
         without  limitation  servers  and  workstations,  printers,  peripheral
         equipment,  modems,  communications hardware, network hubs, cabling and
         related items owned or leased by Main Street or provided to Main Street
         for its use and which are located at Main  Street's  Data  Center,  the
         Insurance  Company's Data Center,  or any of Main Street's Other Vendor
         Sites,  and all future additions to such computer  hardware,  printers,
         peripheral  equipment  and related items that may be made in accordance
         with this Agreement and that are owned or leased by Main Street.

          "Main  Street Data Center"  shall mean the  location of Main  Street's
     servers and other equipment at Main Street's offices at
         ____________________________, Orlando, FL.

         "Main  Street's  Software"  will mean the  Software  and  Documentation
         licensed by Main Street from any source,  which shall initially include
         that  Software  and  Documentation  that is  described  on Exhibit "C",
         together with any upgrades, enhancements or modifications thereto.

          "Normal  Operating  Hours" shall mean those hours between the hours of
     8:00 a.m.  through  5:00 p.m.  in the  Eastern  Time Zone,  Monday  through
     Friday,  and 8:00 a.m. through 1:00 p.m.  Saturdays,  excluding  nationally
     recognized holidays.

         "Other  Vendor" or "Other  Vendors"  will mean other  parties with whom
         Main Street has entered  into  outsourcing  agreements  similar to this
         Agreement for the provision of outsourcing services.

         "Other Vendor Sites" will mean  collectively  the facilities  where any
         portion of Main Street's  Equipment is located and is being used by any
         vendor of services to Main Street.

         "Phoenix" shall mean and refer to The Phoenix Management Company, Ltd.

         "Project  Manager" means the  individual  designated by Main Street and
         the  individual  designated  by Vendor to manage the Services  provided
         pursuant to this Agreement.

         "Service Level  Adjustment" means a modification in the Services Vendor
         is to render or the tasks Vendor is to perform as agreed by the parties
         in accordance with Section 4 of this Agreement.

         "Subcontractor"  means an  individual  or entity  under  contract  with
Vendor to assist Vendor in performing the Services under this Agreement.

         "Term" means the term of this Agreement as is provided in Section 2.1

         "Vendor  Provided  Software" means software which is obtained by Vendor
         from a third  party and is provided by Vendor to Main Street for use at
         the Main Street Data Center in order for Vendor to perform its Services
         under this Agreement.

 .   TERM

The               term of this  Agreement  shall  commence on the Effective Date
                  and shall  continue  for a period of three (3)  years,  unless
                  otherwise extended or terminated pursuant to the terms of this
                  Agreement.

 .   PROVISION OF SERVICES

Vendor            hereby agrees to provide the Services described in Exhibit "A"
                  to Main Street in a  professional,  workmanlike  and competent
                  manner.  Vendor  agrees  to take  direction  from,  and act in
                  response  to requests  from,  Phoenix in the same manner as if
                  Phoenix were Main Street.  Vendor hereby  acknowledges that it
                  has been  instructed  by Main  Street to respond to  Phoenix's
                  instructions as set forth herein.

         .2       Subcontractors.  Vendor shall have the right at its discretion
                  to use  Subcontractors  to  assist  Vendor in  performing  the
                  Services required under this Agreement;  subject,  however, to
                  such  Subcontractor(s)  entering into  appropriate  agreements
                  which, in the case of Subcontractors  retained specifically to
                  provide Services to Main Street,  shall be enforceable by Main
                  Street,  requiring  such  Subcontractor(s)  to  adhere  to the
                  confidentiality   and   non-disclosure   provisions   of  this
                  Agreement.

         .3       Provision of Personnel. Vendor shall be solely responsible for
                  providing  those personnel or  Subcontractors  it believes are
                  necessary  to provide  the  Services.  Vendor  shall be solely
                  responsible for ensuring that the personnel or  Subcontractors
                  it provides are fully  capable of  performing  the Services or
                  such part of the  Services  assigned to them to be  performed.
                  Vendor shall be solely  responsible for the performance of the
                  personnel or  Subcontractors  it assigns to perform  Services.
                  Vendor   warrants   that,   in  engaging  its   personnel  and
                  Subcontractors and assigning them to perform services for Main
                  Street  it will not  discriminate  on the  basis of age,  sex,
                  race,  religion,  national  origin,  disability,  or any other
                  legally  prohibited  basis.  Vendor will review its  selection
                  process  and  criteria  with Main  Street and make any changes
                  reasonably  requested  by Main Street to make such process and
                  criteria  non-discriminatory.  In the  event of any  claims or
                  suits brought against Main Street,  or against both Vendor and
                  Main Street, on the basis that Vendor's hiring or selection or
                  non-selection  of  personnel is  discriminatory,  Vendor shall
                  defend Main  Street  from any such claims or suits,  including
                  attorney's   fees,  court  costs,   damages,   and  settlement
                  payments.

Vendor            shall be solely  responsible  for paying any and all personnel
                  or Subcontractors it assigns to perform Services. Vendor shall
                  ensure that no liens are filed  against  Main Street or any of
                  its equipment  for any work  performed by Vendor or any of its
                  personnel or Subcontractors.

         .5       Subcontractors  for Non-Fixed Fee Work. If Vendor makes use of
                  Subcontractors  to  provide  services  for  which  it would be
                  entitled  to bill Main  Street in  addition  to receipt of the
                  monthly  fee  amount to be paid  under  this  Agreement,  then
                  Vendor  may pass the cost of such  subcontractors  through  to
                  Main Street  provided Main Street has previously  approved the
                  subcontractor  so used, and further  provided the work done by
                  such subcontractor falls within the description of services on
                  Schedule A for which  Vendor  would be  entitled  to bill Main
                  Street if performed  by Vendor.  There shall be no mark-up for
                  work  performed  by  subcontractors  and billed to Main Street
                  under this paragraph 3.5


 .  SERVICE LEVEL ADJUSTMENTS
From time to time Main Street may request  changes in the  Services  rendered by
Vendor pursuant to this Agreement.  Requested  changes may be "Minor Changes" or
"Major Changes" (as defined below).  A Minor Change means any change that Vendor
and Main Street  reasonably agree can reasonably be effected without  increasing
Vendor's  time,  effort,  or  expense  of  performing  its  Services  under this
Agreement. All other changes shall be Major Changes.


<PAGE>



  Vendor          will  implement  Minor  Changes  reasonably  requested by Main
                  Street. There shall be no additional charges or increased fees
                  for Minor Changes. However, if a number of Minor Changes taken
                  together result in increased cost or effort for Vendor, Vendor
                  may treat those Minor Changes  collectively as a Major Change.
                  Provided, however, that Vendor in order to treat Minor Changes
                  collectively  as a Major  Change must first give Main Street a
                  written  notice  stating (i) that such Minor  Changes  are, in
                  Vendor's opinion  collectively a Major Change, (ii) describing
                  with specificity those Minor Changes which if eliminated would
                  render the remaining  Minor  Changes not a Major  Change,  and
                  (iii) stating the additional  charges or fee increases  Vendor
                  will  charge  for such  Major  Change.  Main  Street  shall be
                  entitled  to  determine  which  of the  Minor  Changes  it can
                  eliminate,   or  in  the  alternative  negotiate  with  Vendor
                  regarding  the fee increase in the same manner as provided for
                  in Section 4.2 below.

         .2       Major  Changes.  Main Street and Vendor  will  attempt in good
                  faith  to  agree  on  reasonable  additional  charges  or  fee
                  increases,   including   without   limitation,   increases  in
                  personnel charges, ongoing fees resulting from the change, and
                  expenses  related to implementing  the change,  for each Major
                  Change requested by Main Street.  Vendor shall implement Major
                  Changes  requested  by Main Street only after  Vendor and Main
                  Street  have agreed in writing on such  additional  charges or
                  fee increases.

  Requests        for change may be oral,  however,  all oral  requests  must be
                  confirmed as soon as  reasonably  possible with a Change Order
                  form completed by the Main Street. Vendor and Main Street will
                  agree upon a suitable  Change Order  format.  Vendor agrees to
                  suggest a format  for review and  discussion  by Main  Street.
                  Facsimile  transmission  of  appropriately  authorized  Change
                  Order forms shall be acceptable.

 .  OBLIGATIONS OF PROJECT MANAGERS

Main              Street shall  designate one of its employees to be its Project
                  Manager.  The  Main  Street  Project  Manager  shall  have the
                  day-to-day   responsibility   for  interacting  with  Vendor's
                  Project  Manager,  for  supervising  the  performance  by Main
                  Street  of  its   obligations   under  this   Agreement,   for
                  authorizing  payments,  and generally directing the work to be
                  performed   by  Main   Street.   Vendor   may  rely  upon  the
                  representations   and  agreements  of  Main  Street's  Project
                  Manager as lawfully binding on Main Street; provided, however,
                  Main  Street's  Project  Manager  shall not have  authority to
                  enter into  written  agreements  to modify or  supersede  this
                  Agreement,  except to the extent this Agreement is modified by
                  Change Orders executed by Main Street's Project Manager.  Main
                  Street  shall  promptly   notify  Vendor  in  writing  of  any
                  replacement of the Main Street's Project Manager.

  Vendor          shall  designate  one  of  its  employees  to be  its  Project
                  Manager.   Vendor's  Project  Manager  shall  have  day-to-day
                  responsibility  for  interacting  with Main  Street's  Project
                  Manager  regarding all matters  relating to the services to be
                  provided  hereunder and for supervising the daily progress and
                  completion  of  the  work   performed  by  Vendor  under  this
                  Agreement. Vendor shall promptly notify Main Street in writing
                  of any replacement of Vendor's  Project  Manager.  Main Street
                  shall have the reasonable  right to approve  Vendor's  Project
                  Manager,  and in the  event  that Main  Street  is  reasonably
                  dissatisfied with Vendor's Project Manager,  Main Street shall
                  be entitled to request that Vendor  replace  Vendor's  Project
                  Manager with another person  reasonably  satisfactory  to Main
                  Street.

 The              Project  Managers or their  designated  representatives  shall
                  meet as  needed,  but no less often  than  monthly,  to review
                  progress and to resolve  problems related to the completion of
                  Services  to be  performed  by  Vendor.  In the  event  that a
                  dispute arises as to the  performance of obligations by either
                  party, the Project Managers shall immediately meet and in good
                  faith attempt to resolve such  dispute.  It shall be a primary
                  responsibility   of  the  Project  Managers  to  resolve  such
                  disputes without invoking the dispute resolution provisions of
                  this Agreement.

 .   USE OF ASSETS

Main              Street may require in its reasonable  discretion  that certain
                  of  Main  Street's   Equipment,   Software  and  other  assets
                  (collectively, "Assets") be installed at the Vendor's Site(s).
                  The following terms apply to the ownership of the Assets:

                  .1       Main Street at its reasonable  discretion may require
                           the  Vendor  to  be  the  direct  owner,   lessee  or
                           licensee,  as the case may be,  of any of the  Assets
                           installed  at  Vendor's  Site(s).  Main Street at its
                           sole  discretion  may  require  that it be the direct
                           owner, lessee or licensee, as the case may be, of any
                           of the Assets located at Vendor's  Site.  Main Street
                           at its  reasonable  discretion may require the Vendor
                           to be the direct  owner,  lessee or licensee,  as the
                           case  may  be,  of  any of the  Assets  installed  at
                           Vendor's Site(s).  Main Street at its sole discretion
                           may require  that it be the direct  owner,  lessee or
                           licensee,  as the case may be,  of any of the  Assets
                           located at Vendor's Site.

                  .2       Each of the  parties  shall  be  responsible  for the
                           physical  security  of any Assets  located on its own
                           premises.   Each  of  the  parties   shall   maintain
                           insurance  policies insuring its own Assets,  whether
                           located  on its own  premises  or the  other  party's
                           premises.  Each of the parties  shall be  responsible
                           for the  physical  security of any Assets  located on
                           its own premises.  Each of the parties shall maintain
                           insurance  policies insuring its own Assets,  whether
                           located  on its own  premises  or the  other  party's
                           premises.

                  .3       Upon  termination of this Agreement,  Main Street may
                           request and Vendor  shall  cooperate  in the transfer
                           back to  Main  Street  of any  Third  Party  Software
                           license agreements which (a) were transferred by Main
                           Street to Vendor,  or (b) for which Main  Street paid
                           the license fees.  Main Street shall pay any transfer
                           fees  associated  with such  transfers of Third Party
                           Software license agreements required hereunder.

                  .4       Vendor and Main Street shall cooperate in achieving a
                           reasonable   alternative   in  the  event   that  the
                           attempted  transfer of an Asset as required hereunder
                           violates the terms of an applicable agreement with an
                           outside  party and thus  cannot be  transferred.  The
                           inability  to  transfer  the Asset in such case shall
                           not  constitute a breach of this  Agreement and shall
                           not be grounds for termination.

  If,             in order for Vendor to provide its  Services  pursuant to this
                  Agreement,   Vendor  provides  Main  Street  with  any  Vendor
                  Provided  Software  for  installation  at the Main Street Data
                  Center,  Main  Street  shall have a license to use such Vendor
                  Provided  Software at the Main  Street Data Center  subject to
                  the terms and conditions of the license with the vendor of the
                  Vendor  Provided  Software.  Vendor shall be  responsible  for
                  obtaining  and paying for any license  required to enable Main
                  Street to use the Vendor Provided  Software at the Main Street
                  Data Center.

 .  COOPERATION

In order that  Vendor may  perform its  obligations  in a timely and  acceptable
manner,  Main Street and Vendor  shall  cooperate  fully at all times during the
Term of this Agreement,  and Main Street shall provide, as reasonably  requested
by Vendor, management decisions,  information, and access to Main Street's data,
and personnel.

 .  COMPENSATION AND EXPENSES

               .1 Fees.  As  consideration  for the Services  provided by Vendor
          pursuant  to this  Agreement,  Main  Street  shall pay Vendor the fees
          which are set out in Exhibit "D."


<PAGE>



  For             any services  that Vendor shall render to Main Street that are
                  not  specifically  described in this  Agreement as part of the
                  Services, Main Street shall pay Vendor such additional fees as
                  the parties shall mutually agree upon in advance. In the event
                  that  no  mutual   agreement  has  been  reached  as  to  such
                  additional fees,  Vendor shall not be entitled to bill for, or
                  be paid for, such additional services.

         .3       Reimbursable  Expenses.  In  addition  to the  fees  described
                  above,  Main Street will  reimburse  Vendor for any reasonable
                  expenses  Vendor incurs (other than Vendor's normal salary and
                  overhead costs, or subcontractor  fees) to provide Services at
                  the  request  of Main  Street.  Common  reimbursable  expenses
                  include  transportation  costs, meals, and lodging for persons
                  who travel to provide  services,  and charges  paid to service
                  providers  such as delivery  charges  and voice long  distance
                  telephone  charges.  There  shall  be no mark  up or  overhead
                  charges added to any expenses incurred by Vendor and billed to
                  Main Street pursuant to this Paragraph.

  Vendor          will periodically invoice Main Street for the fees provided in
                  Exhibit "D" and the reimbursable  expenses provided in Section
                  8.3.  Payment will be due upon receipt of the invoice.  If any
                  invoice is not paid within thirty (30) days of receipt by Main
                  Street,  Main  Street  will pay Vendor  interest on the amount
                  due,  beginning  five (5) days after the  invoice is mailed by
                  Vendor,  at a rate of 1.5%  per  month,  or the  highest  rate
                  permitted  by  applicable  law if that is less.  However,  the
                  charging of interest is not a consent to late payment.

                  Main Street  shall pay Vendor any amounts not in dispute  when
                  due.  Any amounts in dispute  will be paid by Main Street into
                  an  interest-bearing  escrow account at a mutually  acceptable
                  financial  institution  within thirty (30) days after the date
                  of  the  invoice,  and  Main  Street  shall  contemporaneously
                  deliver to Vendor a written notice of such payment into escrow
                  and the  specific  basis for the  dispute.  The  parties  will
                  thereafter  meet as often as  reasonably  requested  by either
                  party in a good faith effort to resolve any such dispute.

               .5   Taxes. Except for income taxes levied on Vendor, Main Street
                    shall pay or reimburse Vendor as an added item for all taxes
                    on goods or services delivered hereunder.

 .  CONFIDENTIALITY

         .1       Obligations on  Confidentiality.  Vendor understands that Main
                  Street represents, and Vendor agrees not to dispute, that Main
                  Street's  Confidential   Information  is  proprietary  to  and
                  contains  confidential trade secrets and business  information
                  of Main  Street,  and  were  and  will be  developed  at great
                  expense.  Vendor  agrees  to  treat as  confidential  and keep
                  secret Main Street's Confidential  Information during the Term
                  of  this   Agreement   and   thereafter.   Vendor  shall  take
                  precautions  not less than those employed to protect  Vendor's
                  own most  sensitive  proprietary  information  to maintain the
                  confidentiality  of Main  Street's  Confidential  Information.
                  Without limiting the foregoing, Vendor agrees that it:

                  .1       will disclose the Confidential Information only:

               .1 i. to its own  employees  who have a legitimate  need to know,
          who  have  been  instructed  to  keep  the  Confidential   Information
          confidential; to its own employees who have a legitimate need to know,
          who  have  been  instructed  to  keep  the  Confidential   Information
          confidential;.
                           
               .2 .3 ii. to Main Street's auditors and governmental  authorities
          responsible  for  examining  Main  Street's   affairs  who  have  been
          instructed   to   keep   Main   Street's   Confidential    Information
          confidential;

               .2 shall take all necessary  steps to ensure that the  provisions
          of this  Agreement are not violated by any person under its control or
          in its service.

         .2       Non-Confidential Information

               .1 is or becomes publicly  available in a written  publication in
          the public domain through no act or omission of the Vendor;

               .2 was in Vendor's lawful  possession  prior to the disclosure as
          evidenced by Vendor's tangible records and had not been obtained by
                          Vendor either directly or indirectly from Main Street;

               .3 is  lawfully  disclosed  to  Vendor by a third  party  without
          restriction on disclosure; or

               .4  is  furnished  by  Main  Street  to  a  third  party  without
          restrictions on disclosure.

               .3 Copyright Notice. The existence of a copyright notice will not
          cause,  or  be  construed  as  causing,  any  part  of  Main  Street's
          Confidential
               Information  to be a published  copyrighted  work or to be in the
          public domain.

 . TERMINATION

  Either          Vendor or Main  Street may  terminate  this  Agreement  if the
                  other  party  breaches  a  material   obligation   under  this
                  Agreement and fails to cure that breach within one hundred and
                  eighty (180) days after receipt of a written notice describing
                  the breach in reasonable  detail.  Notwithstanding  the above,
                  Vendor may terminate this Agreement if Main Street defaults in
                  any payment  obligation under this Agreement and fails to cure
                  that breach within thirty (30) days after receipt of a written
                  notice of the payment  default.  Payment of a disputed  amount
                  into escrow as provided in Section 8.4 will not  constitute  a
                  default.  If  Vendor  terminates  this  Agreement  due  to the
                  default  of  Main  Street,  Vendor  may  exercise  any and all
                  rights, powers and remedies afforded in this Agreement and may
                  declare the  outstanding,  unpaid balance of any and all fees,
                  payments  and other  obligations  required  to be paid by Main
                  Street to  Vendor  pursuant  to the  terms of this  Agreement,
                  together with all interest accrued thereon,  to be immediately
                  due and  payable.  If this  Agreement  is  terminated  for any
                  reason,  Vendor  will offer  services to assist Main Street in
                  the  transition  of services to Vendor's  successor  at 80% of
                  Vendor's   standard  time  and  materials  rates  as  soon  as
                  practicable after notice of termination.

  Main            Street shall have the right to terminate this Agreement at any
                  time by giving Vendor six (6) months  advanced  written notice
                  and by paying to Vendor a  termination  fee which equals three
                  (3)  months  fees under this  Agreement.  As a  non-refundable
                  termination  fee deposit,  Main Street shall pay to Vendor the
                  sum of $500,000,  payable in three equal  monthly  payments of
                  $166,667 per month,  on October 15,  1998,  November 15, 1998,
                  and  December 15, 1998.  If this  Agreement is not  terminated
                  prior  to the  last  six  (6)  months  of  the  term  of  this
                  Agreement,  then the $500,000 shall be applied to the fees due
                  to Vendor hereunder.

         .3       Termination  for   Insolvency.   If  either  party  files  for
                  bankruptcy,  becomes  or is  declared  insolvent,  or  is  the
                  subject  of  any  proceedings   related  to  its  liquidation,
                  insolvency  or for the  appointment  of a receiver  or similar
                  officer for it, makes an assignment  for the benefit of all of
                  its   creditors,   or  enters  into  an   agreement   for  the
                  composition,  extension,  or readjustment of substantially all
                  of its  obligations (in any event  hereinafter  referred to as
                  the "Dissolving  Party"),  then the other party may, by giving
                  written  notice  to  the  Dissolving  Party,   terminate  this
                  Agreement   as  of  a  date   specified   in  such  notice  of
                  termination,  but not sooner  than  thirty (30) days after the
                  date of the notice of termination.

  Upon            termination of this  Agreement,  Vendor will return all of the
                  data and files of Main  Street  to Main  Street.  Main  Street
                  agrees to allow Vendor  reasonable access to all such returned
                  records in the event such  access is  requested  by Vendor for
                  any reasonable and legitimate  purpose,  including as a result
                  of any litigation or any similar proceeding.

         .5       Rights Upon  Termination.  If this  Agreement is terminated by
                  reason of a material breach by Main Street,  upon  termination
                  of the Agreement, Main Street shall immediately pay Vendor for
                  all Services  performed by Vendor under this Agreement through
                  the   termination   date.  In  addition,   Main  Street  shall
                  immediately pay Vendor for all reasonable  termination  costs,
                  including but not limited to any losses incurred in connection
                  with the early  termination  of any  lease or other  agreement
                  relating to  provision  of Services  used by Vendor to perform
                  the  Services  pursuant  to  this  Agreement;  and  any  other
                  reasonable,   documented   costs  and   expenses   related  to
                  termination;  additionally,  at  Vendor's  option,  Vendor may
                  assign to Main Street, and Main Street shall accept assignment
                  of, all leases, licensees, or other agreements relating to the
                  provision of Services  used by Vendor to provide such Services
                  to Main Street.

  Any             provision of this  Agreement  that expressly or by implication
                  is intended to continue in force shall survive  termination of
                  this Agreement, including, without limitation, confidentiality
                  terms,  indemnification obligations, tax payments, and accrued
                  payment obligations.

         .7       Conversion  to  Another  Service  Provider.   If  Main  Street
                  converts to another service provider, Vendor agrees to provide
                  reasonable  assistance  and documents for said  conversion and
                  Vendor   shall  be  entitled  to  receive   compensation   for
                  consultation  provided to assist in the  conversion  on a time
                  and  materials  basis at eighty  percent (80%) of the standard
                  prevailing  rate  charged by Vendor for such  services  to its
                  other customers in good standing.

  At              termination,  Vendor will furnish to Main Street or its agent,
                  upon Main Street's written request,  Main Street's master file
                  data and history transactions  ("Data"), if any, maintained by
                  Vendor as of the date of  termination,  and Main Street  shall
                  store  and  maintain  a copy of the  Data.  The  Data  will be
                  provided  in  a  standard   format   provided  by  Vendor  for
                  conversions.

         .9       Return of Software. Upon termination of this Agreement for any
                  reason,  if Main Street so elects,  then Main Street  shall be
                  entitled  to demand  from Vendor and  immediately  receive,  a
                  reassignment  of all  software  licenses  and all hardware and
                  maintenance  agreements  or other  agreements  that  have been
                  previously  transferred  or delivered by Main Street to Vendor
                  pursuant to this  Agreement,  to the extent such  licenses and
                  agreements  are still in force  and  assignable.  Main  Street
                  shall pay all transfer  fees charged by third parties for such
                  reassignment. There shall be no other payment required of Main
                  Street to Vendor for such reconveyance or conveyance

 .  WARRANTIES

Warranties by Vendor.  Vendor makes the following warranties to Main Street.

                  .1       Vendor  warrants  that it will  perform the  Services
                           required of it under this  Agreement  for Main Street
                           in a good and  workmanlike  manner in accordance with
                           industry  standards.  Main  Street  may  not  claim a
                           breach of this warranty for any  particular  services
                           more  than two (2)  years  after  any  defect  in the
                           Services is detectable by Main Street.

                  .2       The Services performed by Vendor will not violate any
                           proprietary rights of any third party, including, but
                           without   limitation,   confidential   relationships,
                           tradesecrets, patent, trademark and copyright rights.
                           In the event Vendor used software in the  performance
                           of Services hereunder, such programs or licenses have
                           been  lawfully  acquired by Vendor and Vendor has the
                           absolute  right to  permit  Main  Street  to use such
                           programs as  contemplated  hereunder,  as well as the
                           absolute right to grant all licenses and  sublicenses
                           contemplated by this Agreement, if any.

                  .3       There  may be  other  warranties  in  Change  Orders.
                           However,  no statement in this  Agreement  (including
                           Change  Orders)  or  any  other  Vendor  document  is
                           intended to be a warranty unless it expressly  states
                           that it is a warranty.

 .  INDEMNIFICATION / INSURANCE

  Vendor          agrees to and shall  defend,  indemnify,  and hold Main Street
                  harmless from and against any loss and damage (including court
                  costs and reasonably  attorney's fees) incurred by Main Street
                  which arises from any inconsistency with, failure of or breach
                  of warranty, representation, agreement or covenant hereunder.

  During          the Term of this Agreement,  Vendor shall have and maintain in
                  force the  following  insurance  coverages  from a company  or
                  companies qualified to do business in the State of Florida and
                  carrying at least an A-XI rating by Best (or equivalent rating
                  by Moody or Standard & Poors):

                  .1       Worker's   Compensation   and  Employer's   Liability
                           Insurance,  including occupational illness or disease
                           coverage,   or  other  similar  social  insurance  in
                           accordance  with the laws of the country,  state,  or
                           territory  exercising  jurisdiction over the employee
                           and  Employer's  Liability  Insurance  with a minimum
                           limit of $1,000,000 per occurrence.

               .2  Professional  Liability  Insurance  shall be maintained  with
          limits of not less than $1,000,000.

                  .3       Comprehensive General Liability Insurance,  including
                           Contractual  Liability and Broad Form Property Damage
                           Liability coverage for damages to any property with a
                           minimum  combined  single  limit  of  $1,000,000  per
                           occurrence.

                  .4       Employee  Dishonesty  and Computer Fraud coverage for
                           loss  arising  out  of  or  in  connection  with  any
                           fraudulent  or  dishonest   acts   committed  by  the
                           Vendor's personnel or Subcontractors, acting alone or
                           in  collusion  with  others,  in a minimum  amount of
                           $500,000.

               .5 Umbrella Liability  Insurance following the form and amount of
          the primary insurance with limits of not less than $2,000,000.

                  .6       The Comprehensive General Liability Insurance and the
                           Umbrella  Liability  Insurance  policies  required in
                           subparagraphs   12.2.1  and  12.2.5.  shall  also  be
                           endorsed  to (a) name Main  Street  as an  additional
                           insured;  (b) waive any and all rights of subrogation
                           against Main Street; (c) provide for  cross-liability
                           and  severability  of interest as between Main Street
                           and Vendor;  and (d) provide  that such  insurance is
                           primary over any insurance carried by Main Street.

 .  DISPUTE RESOLUTION

         .1       If  any  dispute  arises  related  to  this  Agreement  or any
                  transaction  governed by this Agreement,  senior executives of
                  both Vendor and Main Street,  vested with  authority to settle
                  the  dispute,  will meet and  attempt in good faith to resolve
                  the dispute  before  resorting  to court or  arbitration.  The
                  meeting  will be held  reasonably  promptly  at the request of
                  either  Vendor  or Main  Street  in the  offices  of the party
                  requesting the meeting.

                  .1       If the  parties  are  unable to resolve  the  dispute
                           after a good faith attempt to do so, the dispute will
                           be settled by arbitration  conducted in Orlando,  FL,
                           by a panel of three  arbitrators  in accordance  with
                           the then-current  commercial arbitration rules of the
                           American  Arbitration  Association  (the  "Rules") as
                           modified  or  supplemented  by this  Section  13. The
                           Rules are modified or supplemented as follows:

                  .2       The  dispute  shall  be  settled  by a panel of three
                           arbitrators.   One  arbitrator  shall  be  chosen  by
                           Vendor,  one  arbitrator  shall  be  chosen  by  Main
                           Street, and one neutral arbitrator shall be chosen by
                           the  two  selected   arbitrators   from  a  panel  of
                           arbitrators knowledgeable in business information and
                           data processing systems.

                  .3       It is  important to the parties that there be prompt,
                           expeditious handling and disposal of the controversy.
                           Accordingly,   the  arbitrators  are  instructed  and
                           directed to schedule promptly all discovery and other
                           steps to be taken in  resolution  of the  controversy
                           and  otherwise to assume case  management  initiative
                           and control to effect an  efficient  and  expeditious
                           resolution of the  controversy  within six (6) months
                           of the  initiation  of  arbitration  proceedings.  To
                           achieve this result,  the  arbitrators  may modify or
                           supplement the Rules as they may deem fair,  provided
                           that they shall  promptly  notify the parties of such
                           modifications and supplements.


                  .4       The  arbitration  will be  conducted in such a manner
                           that the subject matter of the  controversy  (but not
                           its  existence)  and any trade secrets of the parties
                           will   remain   confidential,    not   disclosed   to
                           competitors  of the  parties or to any trade press or
                           other media.

               .5 The  arbitrators  shall  determine the matter(s) in dispute in
          accordance with this Agreement and applicable law.

                  .6       The  award of the  arbitrators  shall be the sole and
                           exclusive  remedy  between the parties  regarding the
                           claims,   counterclaims,    issues   or   accountings
                           presented or pled to the  arbitrators,  provided that
                           the  arbitrators  shall  have no  authority  to award
                           punitive    damages    or   any    other    form   of
                           non-compensatory damages.

               .7 Discovery  shall be permitted in  accordance  with the Federal
          Rules of Civil Procedures.

               .2  Judgment  upon the  arbitrators'  award  may be  entered  and
          enforced in any court of competent jurisdiction.

 .  MISCELLANEOUS

         .1       Force  Majeure.  If either  Vendor or Main Street is unable to
                  perform  its   obligations   under  this   Agreement   due  to
                  circumstances   beyond  its  reasonable  control  (other  than
                  obligations  for  the  payment  of  money  or  obligations  of
                  confidentiality),  such obligations shall be suspended so long
                  as those  circumstances  persist,  provided  that the delaying
                  party notifies the other promptly of the delay and its causes,
                  and  immediately  commences  performance  as soon as the event
                  occasioning  the  delay  has  ended.  Except  where a delay is
                  caused  by the act or  omission  of the  other  party (in such
                  event the  rights,  remedies  and  liabilities  of the parties
                  shall be those  conferred  and  imposed by the other  terms of
                  this  Agreement),  any costs  arising from such delay shall be
                  borne by the party incurring the same costs.

         .2       Assignment.  Except  for  Vendor's  use of  Subcontractors  to
                  perform the obligations of Vendor under this Agreement, Vendor
                  may not otherwise  assign or sublicense or otherwise  transfer
                  voluntarily, or by operation of law, any rights or obligations
                  under this  Agreement  without  Main  Street's  prior  written
                  consent. This Agreement is personal to Vendor, and Main Street
                  is entering into this  Agreement  because of its confidence in
                  Vendor's ability to perform as stated herein.

               .3 Governing  Law.  THE LAWS OF THE STATE OF FLORIDA  GOVERN THIS
          AGREEMENT.  VENDOR  UNCONDITIONALLY  SUBMITS TO NONEXCLUSIVE VENUE AND
          JURISDICTION  FOR ALL  DISPUTES  ARISING  FROM THIS  AGREEMENT  IN THE
          APPROPRIATE FEDERAL OR STATE COURT LOCATED IN ORANDO, FLORIDA.

  During          the  Term  of  this  Agreement  and for  one  year  after  its
                  termination,  neither  Vendor  nor  Main  Street  may  hire an
                  employee,  or enter into a contract with an employee or former
                  employee of the other party without first  obtaining the other
                  party's written consent,  except for former employees who have
                  not been an employee for over six (6) months.

               .5 Currency;  Language.  All monetary amounts are in U.S. dollars
          and it is the  responsibility  of Main  Street to timely  obtain  U.S.
          dollar funds,  freely payable to Vendor,  to meet the obligations Main
          Street has assumed hereunder.  All communications between the parties,
          and all documentation and other materials, will be in English.

  This            Agreement, including any Change Orders, and written amendments
                  expressly  made a part of this  Agreement,  states  the entire
                  understanding  between  Vendor and Main Street  concerning the
                  subject  matter of this  Agreement,  and  supersedes all prior
                  oral  and  written   communications.   No  amendment  to  this
                  Agreement  shall be  effective  unless  it is in  writing  and
                  signed by Vendor and Main Street.

  Nothing  contained  herein shall be construed to restrict Vendor from offering
or providing services similar to the Services to any other party.

  The             infringement by Vendor of Main Street's  Intellectual Property
                  or any  intangible  legal rights or interests  evidenced by or
                  embodied in Main Street's  Intellectual  Property Rights would
                  cause  irreparable harm and significant  injury,  which may be
                  difficult to measure with  certainty or to compensate  through
                  money  damages.  Vendor  acknowledges,  therefore,  that  Main
                  Street  shall be  entitled,  without  waiving  any  additional
                  rights or remedies available to the aggrieved party at law, in
                  equity or by statute,  to such injunctive and equitable relief
                  as may be deemed  proper by a court of competent  jurisdiction
                  without the necessity of proving irreparable injury.

 This             Agreement  has been mutually  negotiated  by the parties.  The
                  parties  therefore  agree that no rule of strict  construction
                  against the party who drafted this Agreement shall apply.

  All             employees of Vendor  performing  services  hereunder  for Main
                  Street shall be under the  exclusive  direction and control of
                  Vendor and shall not be  considered  employees of Main Street.
                  Vendor shall be an  independent  contractor  as to Main Street
                  and shall have authority to control and direct the performance
                  of all Services which Vendor performs hereunder.

               .11  Counterparts.  The signatures of the parties need not appear
          on the same copy of this  Agreement,  so long as each  party  signs at
          least  one copy of this  Agreement  and the  copies  contain  the same
          terms.

         .12      Notices.   Any   notice,   request,   instruction   or   other
                  communication  at any time hereunder  required or permitted to
                  be given or  furnished  by  either  party  hereto to the other
                  shall be deemed  sufficiently given or furnished if in writing
                  and  actually  delivered  to the party to be  notified  at the
                  address stated in this Agreement. It shall be conclusive proof
                  of  delivery  if a party has  mailed by  Unites  States  Mail,
                  postage  prepaid,  return receipt  requested,  a notice to the
                  other party and has received proof of delivery from the United
                  States Postal Service. Either party may change its address for
                  notice by written notice to the other party.


<PAGE>



                  AS TO Main Street:             1390 Main Street Services, Inc.
                                                   One Sarasota Tower, Suite 608
                                                   2 North Tamiami Trail
                                                   Sarasota, FL  34236

                  WITH A COPY TO:         CLEATOUS J. SIMMONS, ESQUIRE
                                            215 N. Eola Drive
                                            Orlando, FL  32801
                                            (407) 843-4600
                                            (407) 843-4444 (fax)

                  AS TO VENDOR:           BUTTNER HAMMOCK RANES AND
                                           COMPANY, P.A.
                                           7800 Belfort Parkway, Suite 165
                  Jacksonville, FL  32256
                                           (904) 281-0080
                                           (904) 281-0518 (fax)

                  WITH A COPY TO:         GEORGE C. OWEN, SR., ESQUIRE
                                           9800 4th Street N., Suite 403
                                           St. Petersburg, FL  33702
                                           (813) 579-9978
                                           (813) 579-4902 (fax)

               .13  Headings.  The headings  used herein are inserted  only as a
          matter of  convenience  and for  reference  and shall not  affect  the
          construction or
                  interpretation of this Agreement.

         .14      Limitation  on Actions.  Any claim or cause of action  arising
                  under  or  related  to this  Agreement,  whether  asserted  by
                  arbitration  or in a court  of law as may be  permitted  under
                  this  Agreement,  must be  initiated  or  filed  by the  party
                  asserting  same  within one year from the date upon which such
                  claim or cause of action accrued.

               .15  Severability.  If any provision of this Agreement is held to
          be unenforceable,  all other provisions will nevertheless  continue in
          full force and effect.

  Notwithstanding anything  herein to the contrary,  the parties agree that this
                  Agreement  is for the  benefit of Main  Street and Vendor only
                  and is not  intended to confer any legal rights or benefits on
                  any third party, including,  but not limited to, any affiliate
                  of  either   party,   and  that  there  are  no  third   party
                  beneficiaries  to  this  Agreement  or any  part  or  specific
                  provision of this Agreement.  Without  limiting the foregoing,
                  it  is  specifically   agreed  between  the  parties  to  this
                  Agreement that no employee of Vendor or Main Street shall be a
                  third party beneficiary of this Agreement.

  In              the event it is  necessary  for either party to enforce any of
                  the  provisions of this Agreement by or through an attorney at
                  law,  the  prevailing  party,  as  determined  by  the  court,
                  arbitrator or other tribunal,  shall be entitled to a judgment
                  against  the  other  party  for all  reasonable  costs of such
                  enforcement    including   without   limitation,    reasonable
                  attorneys'   fees  and   paralegal   fees   incurred  in  such
                  enforcement,  whether  incurred  before trial, at trial, or at
                  any  appellate  level,  or in  any  mediation  or  arbitration
                  proceeding.

         .18      Authority of Signatures.  It is hereby acknowledged and agreed
                  that the party or parties  executing  this Agreement have been
                  empowered  and  directed  to  do so  and  have  the  requisite
                  authority  to execute  this  Agreement  and thereby  bind such
                  party to the obligations contained herein.

               .19 Non-Waiver.  Any failure to enforce,  at any time, any of the
          provisions  of this  Agreement  shall not  constitute a waiver of such
          provisions nor of the party's right to enforce such provisions.

 .  LIST OF SCHEDULES
The Schedules  attached to this Agreement are  incorporated  herein by reference
and for all intents and purposes  shall be deemed a part of this Agreement as if
fully set forth in the body hereof. The following is a list of such Schedules:

Schedule A - SERVICES TO BE PROVIDED BY VENDOR
Schedule B - MAIN STREET'S SOFTWARE
Schedule C - FEE SCHEDULE

               IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this
          Outsourcing  Agreement in manner and form  sufficient  to bind them on
          the day and year first written above:

BUTTNER HAMMOCK RANES  AND COMPANY, P.A.

1390 MAIN STREET SERVICES, INC.
SIGNATURE                                   TITLE                     DATE


/s/ Edward W. Buttner IV
Edward W. Buttner IV           Chief Accounting Officer           April 25, 1998

/s/ Walter E. Riehemann
Walter E. Riehemann       Senior Vice President                   April 25, 1998

<PAGE>






1

                                                     SCHEDULE A
                                                      SERVICES

BHR shall provide the following services:

The  services  listed  in  sections  A, B & C below are the  fixed  monthly  fee
services.  The  fees  for  these  services  ($97,000  a  month)  and  the  major
assumptions used to determine the fees are described in Schedule C.

Monthly  Accounting  Services.  BHR shall perform the specific duties  described
below, at the direction of Main Street or Phoenix.

     Deposit and account for all cash receipts.

     Monitor cash balances in all bank accounts and prepare cash  transfers when
necessary.

     Prepare and maintain cash flow  projections  for all entities to facilitate
proper cash control.

     Prepare  invoices  for all amounts due Company and monitor  collection  and
aging of receivables.

     Maintain accounts payable detail.

     Review and approve  all vendor  invoices  for  payment  and prepare  vendor
         checks. Subject to the availability of sufficient cash, net of adequate
         reserve cash  balances,  sign and mail checks when required in order to
         obtain any vendor discounts.

     Prepare  payroll for the Company for those former  employees  continuing to
receive severance benefits.

     Maintain  all fixed  asset  schedules  and account  for all  additions  and
disposals.

     Maintain monthly general ledgers for six entities including:

         recording of all cash  receipts;  recording of all cash  disbursements;
         recording  of all  investment  activity;  recording  of the fixed asset
         transactions;   reconcile  all  bank  accounts;   reconcile  investment
         accounts;
         verify the accurate and timely payment of payroll taxes;


         reconcile all remaining  general ledger balance sheet accounts  monthly
         to verify account  balances;  and review all income statement  accounts
         for reasonableness of balances.

    Prepare distribution payments to shareholders after approval by the Board of
Directors of the Insurance Company.

    Prepare monthly financial statements on a GAAP and statutory basis.

    Prepare  GAAP to statutory  conversions  of the  accounting  data needed for
certified audits.

    Prepare  budgets  for  the  Company  entities  remaining  after  the  Zenith
transaction.

Prepare quarterly reports of actual vs. budgeted results for review by the Board
of Directors.

    Prepare explanations of significant budget variances.

    Record  all  investment   transactions  and  maintain  Schedule  D  for  all
companies.

    Perform such other duties customarily performed by a chief financial officer
and a corporate accounting staff.


Financial Reporting Services.  BHR shall perform the specific services described
below, at the direction of Main Street or Phoenix.

     Prepare and file the annual Form 10-K.

     Prepare and file the quarterly Form 10-Q's.

     Prepare and file the Statutory Annual Statements.

     Prepare and file the Statutory Quarterly Statements.


Tax Services.  BHR shall perform the specific  services  described below, at the
direction of Main Street or Phoenix.

     Prepare and file all local,  state and federal  tax  returns  for  Company,
         including, but not limited to, income, property,  franchise,  sales and
         intangible taxes.

     Prepare tax  information  necessary  for the  preparation  of the financial
statements. This includes all schedules necessary for the annual audit.

     Perform  quarterly tax calculations and determine the allocation of the tax
liabilities among the entities.


The services  listed in sections D, E & F below will be billed to the Company on
an hourly rate basis. The rates for these services are described in Schedule C.

Accounting and Consulting  Services.  The  accounting  and  consulting  services
     listed  below will be billed to the Company on an hourly  rate  basis.  The
     rates for these services are described in Schedule C.

     Preparation  and defense of the  Proposed  Business  Balance  Sheet and the
         determination  of the Final  Business  Balance Sheet (as such terms are
         defined in the Asset Purchase  Agreement) in accordance  with the terms
         of the Asset Purchase.

     Closing of the March 1998 books and  records and  preparation  of the March
31, 1998 Form 10-Q and March 31, 1998 statutory quarterly statements.

     Conversion of the Conning data into the new Schedule D program.

     Attendance at Board of Director and Audit Committee Meetings.

     Consulting on the sale of the licenses or the shell companies.

     Consulting on other  miscellaneous  transactions,  including sales of other
assets.

     Meeting with  attorneys or management and providing  litigation  support to
the attorneys to defend known and future litigations.

     Meeting with the attorneys or management regarding other matters.

     Cleaning up the shell companies to prepare them for sale.

     Coordination  and  assistance  to the  Company's  independent  auditors  in
connection with the year end audits of the Company.

     Assisting the in-house attorney in liquidating and consolidating the number
of RISCORP entities to the six assumed in the monthly fee estimate.

     Perform the liquidation accounting for the liquidated entities.

     Complete the imaging project,  including  training and transmission of data
to other users of the imaged data.

     Respond to all regulatory correspondence.

     Maintain document  depository of accounting  records for litigation and tax
purposes.

     Maintain  general  ledgers for all  entities  greater than the six entities
included under Schedule A (A).


Tax Services.  The tax services listed below will be billed to the Company on an
hourly rate basis. The rates for these services are described in Schedule C.

     Defend  Company  in any  audits  related  to  its  tax  returns,  including
gathering information and responding to questions.

     To  the extent  necessary,  prepare  tax  provisions  and returns for Third
         Coast Insurance Company,  Governmental Risk Trust National Alliance for
         Risk Management Association and the North Carolina Commerce Fund.

     Prepare  and file  information  returns  on Forms 1099 and  provide  backup
withholding notices on Forms B.

               Preparing  responses to notices from various State Departments of
          Revenue  (DOR),  currently  approximately  10 hours a month  are spent
          responding
         to notices.

     Assistance with any DOR examinations.

     Review Forms 1099 for 1998 and B notices during 1990 and 2000.

     Responding to request from RISCORP personnel on tax planning matters.

     Prepare all premium tax returns for the Insurance Companies.

The budget  assumes  that  RISCORP  will retain  Debbie Ford in 1998 and 1999 to
prepare the 1998 Form 1099. If BHR prepares the 1099's,  the time will be billed
on an hourly rate basis.

General  Administration.  Perform the following functions outlined below, at the
direction of Main Street or Phoenix.

     Makesuch reports  pertaining to matters of concern or general interest with
         respect to the Company as Main Street, the Company's Board of Directors
         or Phoenix,  may  reasonably  request and provide  such  administrative
         assistance  and staff support to the Company Board of Directors and its
         committees  as may be  reasonably  necessary for the Directors to carry
         out their duties and responsibilities to the Company.

     Provide to the certified public  accountants  selected by the Company Board
         of  Directors  such  reports  and  information  as  may  reasonably  be
         necessary  to enable such  accountants  to express  their  professional
         opinion as to the financial condition of Company.

     Uponrequest  of the  Company  Board  of  Directors,  represent  Company  at
         examinations, hearings, meetings and administrative inquiries involving
         the financial interests of Company, and before the SEC or any insurance
         department  or any  other  agency  of a state  in  which  Company  does
         business.

     Uponreasonable  request,  provide to the actuaries  employed by the Company
         such reports and  information  as may  reasonably be necessary for such
         actuaries to express  their  professional  opinion as to the  financial
         status of Company.

     Provide to the Company Board of Directors financial information and reports
         regarding  Company,  assist  in  overseeing  the  fiscal  policies  and
         financial matters of Company,  provide  administrative  support for the
         fiscal  operation  and  management of Company,  including  preparation,
         accumulation  and  maintenance  of the records of Company in accordance
         with  statutes or  regulations  promulgated  by the SEC,  the  Internal
         Revenue Service or any insurance department or governing authority.


Notwithstanding  any foregoing to the contrary,  Vendor shall not take direction
directly  from the  Company  Board of  Directors,  but shall  act  solely at the
direction of Main Street or its designated contractor.


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                                                SCHEDULE B
                                          MAIN STREET'S SOFTWARE


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                                                SCHEDULE C
                                               FEE SCHEDULE


Fees Related to Fixed Fee Monthly Services

The monthly fees for the services  specified in Schedule A, assuming an April 1,
1998 or May 1, 1998 closing date,  are estimated to be $97,000 per month for the
remainder of 1998,  $73,000 per month for 1999 and $80,500 per month for 2000 (a
10% increase  over 1999).  The monthly fees are higher for 1998 because there is
less than a full year  (assuming a 4-1-98 or 5-1-98 closing date) to collect the
estimated fees for the regulatory reporting  (Form10-K,  June and September Form
10-Q's,  statutory  quarterly  and  annual  filings,  etc...)  and the  1998 tax
services.

In addition  to the  monthly  fees  described  above for the monthly  accounting
services,  the fees to prepare the 1997 tax returns (due in September  1998) are
estimated  to be $65,000.  This amount  relates to 1997 and,  therefore,  is not
included in the 1998 monthly fee  described  above and will be billed to RISCORP
in September 1998 as a separate item.

               Payment  of the  monthly  accounting  and tax  fees is due on the
          first of the month  beginning April 1, 1998 (assuming an April 1, 1998
          closing  date).  The  monthly  fees  for  1998,  1999  and 2000 are as
          follows:

                                            1998     --       97,000
                                            1999     --       73,000
                                            2000     --       80,500

In addition,  the 1997 tax return  preparation  fees of $65,000  discussed above
will be due September 1, 1998.

Assumptions Used to Prepare Fixed Fee Monthly Service Estimates

The following major  assumptions  were used to prepare this fee estimate and the
services that will be provided:

      After the sale to Zenith, RISCORP will begin a consolidation of the number
     of active companies from 15 to 6 active companies. The six active surviving
     companies are expected to be RISCORP of Florida,  RIC, RPC, RNIC, 1390 Main
     Street,  and RISCORP,  Inc. It is  anticipated  the  consolidation  will be
     completed before December 31, 1998. If this consolidation of companies does
     not occur,  then BHR  reserves the right to revise the fee. The revised fee
     will be submitted to RISCORP or its designee for approval.

      RISCORP will retain Debbie Ford as an employee of the tax  department on a
     full time basis  until  final  liquidation  of RISCORP  occurs or until her
     duties are complete.  If Debbie Ford is not retained and no  arrangement is
     made with Zenith to utilize Debbie Ford or some other Zenith  employee on a
     contract  basis,  then BHR reserves the right to revise the fee relating to
     the  preparation  of the Form  1099's  for 1998.  The  revised  fee will be
     submitted to RISCORP or its designee for approval.

      The final  liquidation  of RISCORP will occur within 36 months of the sale
to Zenith.

If these  assumptions  are  incorrect,  BHR  reserves  the  right to  request  a
modification of the fee for the fixed fee monthly services.

Hourly Rate Services

The  hourly  rates  listed  below  will be charged  for the  consulting  and tax
services performed on behalf of RISCORP for services that are not related to the
monthly  accounting and tax services.  The rates shown below will be charged for
1998 and 1999,  hourly charges for 2000 will be based on the 1998 and 1999 rates
increased  by 10%.  Services  that will be performed on an hourly rate basis are
described in more detail in Schedule A.

Accounting and Consulting Rates:

         Buttner           -        Partner                            $ 235
         Hammock           -        Partner                            $ 185
         Cosentino/Vance   -        Senior Manager                     $ 130
         Sicilian/Lightbody         -       Manager                    $ 100
         Senior Accountants                                           $   80
         Staff Accountants                                             $   60
         Paraprofessionals                                             $   45
         Clerical                                                      $   25

Tax Rates:

         Gray                       -       Partner                     $ 175
         Buss                       -       Senior                    $   80
         Staff Accountants                                             $   60

For the years  2001 and  beyond,  the  monthly  accounting  and tax fees will be
negotiated  based on the level of services  that are necessary for the year 2001
and our current rates at that time; however, our fees for the year 2001 will not
be  greater  than  those  for  year  2000  unless  RISCORP  resumed  significant
operations.

Out-of-pocket  expenses  will be  billed  to  RISCORP  as  incurred.  Reimbursed
expenses  will  include  travel,  computer  software  (specific  to the  RISCORP
engagement),  expenses related to document storage,  overnight delivery charges,
computer  line  charges  and long  distance  charges  (specific  to the  RISCORP
engagement),  any increase in BHR's  insurance costs incurred as a result of the
increased  limits of coverage  specified in this  contract,  and other  expenses
specifically  incurred for the benefit of RISCORP.  All normal overhead expenses
are included in the fee estimate and will not be separately billed.

Services  to Close the March 31,  1998  Books and  Records,  Preparation  of the
Closing  Business  Balance Sheet and Preparation of the March 31, 1998 Form 10-Q
and Quarterly Statutory Reports

We have  assumed  that  Zenith  personnel  will  complete  the  majority  of the
accounting and financial  statement  preparation  for the period ended March 31,
1998 under the  supervision  of BHR. We have also assumed that Zenith  personnel
will  prepare  the audit  schedules  for KPMG  necessary  to support the Closing
Business  Balance  Sheet  under  the  direct  supervision  of BHR.  Any  reviews
performed by BHR,  either in the  supervision or the direct  preparation of such
financial statements or schedules,  will be billed to RISCORP on an hourly basis
under our existing engagement letter.

Consulting Services Between the Closing Date and the Completion of the Mediation
Process (Estimated to be 135 days)

After the  closing  date of the  Zenith  transaction,  BHR will be  required  to
maintain an actual  presence in Sarasota to work with KPMG and Zenith  personnel
to complete the audit of the  Transferred  Assets and Liabilities and to consult
with RISCORP  management on issues relating to the Zenith  transaction.  We will
continue to provide such  services  under our  existing  engagement  letter,  as
amended for 1998 rate increases.

Payment for all  services  and  expenses  performed  on behalf of the Company in
connection with the Transferred Asset and Liability balance sheet will be billed
to the  Company on a weekly  basis with  payment due three  business  days after
rendering an acceptable billing to the Company.

Non-Refundable Retainer

RISCORP will pay to BHR a  non-refundable  retainer of $500,000,  which shall be
applied by BHR against fees due to BHR during the last six months of the term of
this agreement.  This non-refundable  retainer will be paid in three payments of
$166,667 per month beginning October 15, 1998.


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