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                                                                   EXHIBIT 10(p)


                               GENERAL AGENCY AGREEMENT

    THIS AGREEMENT is made effective March 1, 1993 between the Insurance
Companies subscribing hereto, (collectively hereinafter referred to as "the
Company") and Warrantech Automotive, Inc., 300 Atlantic Street, Stamford,
Connecticut 06901 (hereinafter referred to as the "General Agent".)

    WITNESSETH:  In consideration of the mutual covenants and promises herein
contained, the parties hereto agree as follows:

1.  APPOINTMENT:   Subject to the terms and conditions of this Agreement, the
                   General Agent is hereby appointed to solicit, bind, write
                   and administer insurance as expressly set forth in Addendum
                   A to this Agreement.  The General Agent hereby accepts such
                   appointment, and agrees to perform faithfully the duties
                   thereof to the best of its knowledge, skill and judgment.

2.  TERMS          The word "Agreement" herein shall be
    OF THE         understood to include any and all
    AGREEMENT:     Addenda attached in accordance with the terms and conditions
                   herein specified.

3.  TERRITORY:     The territory within which the General Agent shall operate
                   is as defined in Addendum A.  Such territory is not assigned
                   exclusively to the General Agent.  General Agent and Company
                   have agreed to certain rights of first refusal as contained
                   in the Securities Purchase Agreement, dated as of July 1,
                   1991, among Warrantech Corporation, Joel San Antonio,
                   William Tweed, Jeffrey T. White, and American International
                   Group, Inc.

4.  RELATIONSHIP:  Nothing herein contained shall be construed to create the
                   relation of employer and employee between the General Agent
                   and the Company or between the Company and any of the
                   General Agent's employees or representatives.  It is the
                   express intent of the parties hereto that the General Agent
                   is not an employee of the Company for any purpose, but is an
                   independent contractor for all purposes and in all
                   situations.  The General Agent shall not represent that he
                   is an employee of the Company, nor shall he in any manner
                   hold himself out to be an employee of the Company.

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                   The General Agent shall be free to exercise independent
                   judgment as to the place and manner of soliciting insurance
                   and servicing policyholders; however, the General Agent
                   shall perform its duties at all times in accordance with
                   this Agreement.

5.  AUTHORITY OF   The General Agent shall have no power or 
    THE GENERAL    authority other than as granted and set
    AGENT:         forth herein and no other or greater power shall be implied
                   from the grant or deal of powers specifically mentioned
                   herein.  The General Agent shall have no power or authority
                   on lines of business other than those set forth in the
                   attached Addendum A.

6.  ADMINISTRA-
    TIVE SERVICES  The General Agent shall perform the
    OF THE         following administrative services on behalf
    GENERAL AGENT  of the Company:


                   A.   Assist Company to develop underwriting and Producer
                        Guidelines and modifications thereof for the
                        underwriting program, to be approved by the Company in
                        writing prior to use, which use shall include
                        advertising, program implementation, and binding
                        insurance coverage.

                   B.   Process applications for insurance.

                   C.   Collect and account for premises.

                   D.   Rate, quote and issue policies of insurance, and
                        certificates of insurance consistent with Company's
                        rate, rule and form filings made or adopted in writing
                        by Company, and the authority granted herein, as well
                        as to provide policy information services for insureds.

                   E.   The General Agent shall have no authority to make
                        modifications in underwriting or binding coverage not
                        already approved by Company in Addenda, Underwriting
                        Guideline or related manual without prior written
                        approval of Company.

                   F.   Develop and maintain proper underwriting files on
                        behalf of Company which become the property of Company,
                        except as to the ownership of expirations which are the 

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                        property of the General Agent if the General Agent has
                        paid all monies owed to Company if the General Agent
                        has performed faithfully all duties set forth in this
                        Agreement.

                   G.   Use best efforts and good faith to achieve an
                        underwriting profit on all business placed with
                        Company.

                   H.   Provide proper and timely cancellation or non-renewal
                        notice to policyholders, certificate holders and
                        regulatory bodies as required by the policy, and
                        statute or regulation, any regulatory order or by the
                        Company.

                   I.   Remit premiums received net of the compensation due to
                        General Agent, according to the provisions of the
                        Paragraph entitled "Premiums", below.

7.  LIMITATION     In addition to any other Limitations expressly
    OF             or impliedly contained in this Agreement,
    AUTHORITY:     any exhibits or addendum thereto or any Underwriting
                   Guideline, bulletin or instruction which may be issued from
                   time to time by the Company to General Agent, the General
                   Agent has no authority to act as outlined below:

                   A.   Make, accept or endorse notes or otherwise incur any
                        liability which is not incurred in the ordinary course
                        of business of the General Agent on behalf of the
                        Company, pursuant to the terms and conditions of this
                        Agreement.

                   B.   Waive a forfeiture or issue a guaranty on behalf of the
                        Company other than as permitted expressly in writing by
                        the Company.

                   C.   Extend the time for the payment of premiums or other
                        monies due the Company.

                   D.   Institute, prosecute, defend or maintain any legal
                        proceedings in connection with any matter pertaining to
                        the Company's business, except as may be otherwise
                        authorized in the Agreement and Addenda thereto.

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                   E.   Directly or indirectly solicit, sell, offer, bind,
                        issue, or deliver any insurance at any reduction or
                        deviation from the rates, terms or conditions specified
                        therefor by the Company, and shall adhere strictly to
                        the rates and forms promulgated and filed by the
                        Company.

                   F.   Transact business in contravention of the rules and
                        regulations of any Insurance Department and/or other
                        governmental authorities having jurisdiction of the
                        subject matters embraced within this Agreement; all
                        instructions issued by the Company; and the applicable
                        laws of any jurisdiction concerned.

                   G.   Hold himself out as an agent of the Company in any
                        other manner, or for any other purpose than is
                        specifically prescribed in this Agreement.

                   H.   Waive premium payment.

                   I.   Withhold any monies or property of the Company.

                   J.   Offer or pay any rebate of premium. 

                   K.   Negotiate or place any reinsurance on behalf of Company
                        or any insurance company represented by Company whether
                        such reinsurance is elective or required by the
                        Underwriting Guidelines.

                   L.   Bind coverage subsequent to effective date without
                        prior written approval of Company, except during the
                        fifteen (15) day period after the coverage effective
                        date but only if the insured has warranted in writing
                        that there are no known losses.  Provided, that a
                        policy may cover Service Contracts issued prior to the
                        effective date of the Policy if the VSCs are issued to
                        current model vehicles and if the Insured warrants no
                        known losses.

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                   M.   Effect or authorize a flat cancellation more than
                        thirty (30) days after the effective date without prior
                        written approval of Company.  In the event of such flat
                        cancellation, the General Agent shall document the
                        existence of substituted coverage or other reasons why
                        Company has no liability for payment of loss while
                        coverage was in force.

                   N.   The General Agent shall not reinstate policies or
                        certificates cancelled by Company for other than non-
                        payment of premium without the prior written approval 
                        of Company.

                   O.   The General Agent shall have no authority to assign or
                        delegate its rights and duties hereunder or to appoint
                        sub-agents for Company without prior written approval
                        of Company, although the General Agent may employ other
                        entities to assist it in the performance of its duties
                        under this Agreement.

                   P.   The General Agent may endorse checks payable to Company
                        or any insurance company represented by Company.

                   Q.   The General Agent shall not bind coverage hereunder if
                        the General Agent is aware that the risk was previously
                        declined or cancelled by any office of the Company, its
                        affiliates or subsidiaries, without disclosing such
                        prior declination or cancellation to the Company.

8.  CLAIMS         A.   Except as may otherwise be authorized in an Addendum
    AUTHORITY:          to this Agreement, the General Agent shall have no 
                        authority to investigate, defend, approve or deny any 
                        Claim made against the Company or an insurance company 
                        represented by the Company or under any policy issued 
                        pursuant to this Agreement and the General Agent shall 
                        have no authority to assign an adjuster or attorney to 
                        investigate or defend any claims.

                   B.   The General Agent agrees to give Company prompt written
                        notice of any claim, 

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                        demand, action, suit or proceeding raised, brought,
                        threatened, made or commenced against the Company or an
                        insurance company represented by Company that relates
                        to any matter to which the provisions of this Agreement
                        shall apply.

                   C.   The General Agent agrees to cooperate fully in the
                        investigation and adjustment of all claims against
                        insurance companies represented by Company and on
                        policies issued pursuant to this Agreement.

                   D.   The General Agent agrees to send to offices designated
                        by Company copies of all binders, policies,
                        endorsements and evidence of cancellations within
                        thirty (30) days of the effective date of such binder,
                        policy, endorsement or cancellation.


                        [PARAGRAPH 9 HAS BEEN REDACTED AND FILED SEPARATELY AS
                        PART OF A CONFIDENTIALITY REQUEST WITH THE COMMISSION.]


10. ADVERTISING         The General Agent shall use no advertising
       AND              material, prospectus, proposal, or 
    REPRESEN-           representation, either in general or in 
    TATION:             relation to a particular policy of the Company, or use
                        its name or the name or concerning any of its
                        affiliates or member companies, or associated
                        companies, unless furnished by the Company or until the
                        consent of the Company thereto in writing shall have
                        first been secured.  Such approval shall not in any
                        event be construed as charging or binding the Company
                        to bear any part of the cost or expenses thereof.  The
                        General Agent shall not issue or circulate any
                        illustration, circular, statement or memorandum of any
                        sort misrepresenting the terms, benefits, or advantages
                        of any policy issued by the Company or make any
                        misleading statement as to the financial security of
                        the Company.

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11. RULES AND           The General Agent shall comply with and
    REGULATIONS:        be bound by all of the Underwriting Guides, rules,
                        bulletins, manuals or other written instructions issued
                        by the Company now in force as they hereafter may be
                        amended or supplemented, and all applicable laws and
                        regulations of the appropriate jurisdiction. 

12. LICENSING           A.   The General Agent warrants that it 
       AND                   now has and shall maintain during
    COUNTER-                 the term of this Agreement the 
    SIGNATURE                license or licenses necessary to
    REQUIREMENTS:            place the business described in this Agreement. 
                             In the event the General Agent will comply with
                             licensing laws by utilizing the license of a
                             principal, director, officer, or employee then
                             General Agent promises, warrants and guarantees
                             that the licenses will comply with all
                             requirements of this Agreement and specifically
                             with this Paragraph.  The General Agent is
                             responsible for all damages, penalties, fines and
                             liabilities incurred by said parties and for which
                             the Company is responsible to the same extent as
                             if the applicable license was held directly by the
                             General Agent.  In the event that any license the
                             General Agent utilizes to fulfill the requirements
                             of the Agreement expires, terminates or is
                             suspended for any reason, this Agreement
                             terminates automatically and the Company may avail
                             itself of any rights provided under the paragraph
                             entitled "Termination."

                             The General Agent shall be responsible to assure
                             that all business is properly countersigned.  The
                             General agent shall be responsible for and pay any
                             necessary countersignature expense.  The Company
                             shall not be responsible for payment of any
                             countersignature expense.


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13. PREMIUMS:           A.   The General Agent agrees to pay Company all
                             insurance charges and all premiums on business
                             produced by the General Agent on behalf of
                             Company, whether or not collected by the General
                             Agent from insured.  General Agent does not
                             possess the funds collected for any other reason. 
                             All such premiums received by the General Agent
                             pursuant to this Agreement shall be held by the
                             General Agent in a fiduciary capacity as trustee
                             for Company.  The privilege of taking commissions
                             from premium monies received by the General Agent
                             shall not be construed as an alteration of this
                             fiduciary capacity.

                        B.   All monies received on behalf of the Company shall
                             be promptly deposited in a fiduciary account in a
                             bank which is a member of the Federal Reserve
                             System, and shall be invested in the following
                             types of accounts and/or instruments and no other:
                             demand accounts, time accounts and certificates of
                             deposit.  General Agent will cooperate with
                             Company if Company attempts to perfect a security
                             interest in the account and/or instrument.  The
                             General Agent shall not commingle any premium
                             monies collected pursuant to this Agreement with
                             operating funds or funds held by the General Agent
                             in any other capacity.  The General Agent must
                             procure and maintain a fiduciary account dedicated
                             to funds held for policies written for the Company
                             and its affiliates.  The General Agent may retain
                             any interest or income earned from such
                             investments.  Withdrawals from bank accounts must
                             be in accordance with the laws of the various
                             states and this Agreement.  The net amounts due to
                             Company shall be forwarded to Company, as
                             described in this Agreement.

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                        C.   The General Agent shall submit to Company all
                             binders, policies, endorsements and cancellations
                             within twenty five (25) days of the issue date of
                             the binder, policy, endorsement or cancellation,
                             respectively.

                        D.   The General Agent shall submit to Company a
                             detailed and itemized monthly Account Current of
                             all premiums written and premium adjustments made
                             (whether additional or return) with respect to all
                             business and transactions received and processed
                             in that month not later than the twenty-fifth day
                             of the subsequent month.  For example, binders,
                             policies, monthly reports and endorsements
                             received and processed in December accounting are
                             to be reported no later than January 25.  However,
                             the Company shall have the privilege, exercisable
                             at its option, of preparing the Account Current. 
                             Provided, that General Agent shall have the right
                             to accept business up to ninety (90) days after
                             the business effective date and place the business
                             on the Account Current up to (90) days after the
                             business effective date.

                        E.   Premiums on each binder, policy or transaction are
                             due within twenty-five (25) days after the end of
                             the month in which the binder, policy or
                             transaction was received and processed. 
                             Additional premiums developed by adjustments are
                             due within twenty-five (25) days after the end of
                             the month in which policy, binder, or transaction
                             was received and processes.  General Agent will
                             issue binders, policies and endorsements for the
                             purpose of providing coverage to Automotive
                             Dealers for VSCs they may issue.  The issuance of
                             a VSC is an event that requires reporting and
                             payments of premiums under Company's policy(ies).

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                        F.   The General Agent agrees to provide Company with
                             all pertinent statistical information as requested
                             by Company in the form required by Company within
                             a reasonable time.

                        G.   The General Agent shall be responsible for
                             conducting a quality assurance program for all
                             premium, accounting and statistical reports and
                             all policy transactions to assure compliance with
                             all terms of this Agreement and reconciliation
                             procedures.

                        H.   If the General Agent is delinquent in either
                             accounting for or payment of monies due to
                             Company, then Company may, by written notice to
                             the General Agent, avail itself of any remedies
                             contained in this Agreement, and specifically the
                             remedy contained in Section 20, Termination.

                        I.   The Company may offset any balance or balances due
                             from the General Agent under this Agreement with
                             any balance Company holds due the General Agent.

14. BOOKS,              The General Agent shall keep complete and 
    ACCOUNTS,           and accurate records of the business
    AND RECORDS:        transacted by him under this Agreement, including but
                        not limited to all policy and premium records during
                        the term of this Agreement and for seven (7) years
                        thereafter and shall forward to the Company such
                        reports of said business as the Company may prescribe. 
                        The General Agent shall be responsible for retaining
                        all policy and premium records on behalf of Company in
                        hard copy form, microfilm and/or other generally
                        accepted information storage medium, as well as in any
                        reasonable back-up form requested by Company for the
                        period described above.  The Company shall have the
                        right to examine said books, files and records at any
                        time and to make such records as it may deem necessary. 
                        All books, accounts, or other documents relating to the 

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                        business of the Company, except computer software
                        systems, are the property of the Company whether paid
                        for by it or not.  The books and accounts of the
                        Company shall be accepted as full and final evidence in
                        all matters relating to this Agreement.

                        The provisions of this Section, which are binding upon
                        the parties subsequent to the termination of this
                        Agreement, shall survive such termination until all
                        obligations are finally discharged.

                        Company may examine all books and records of the
                        General Agent shall forward to Company all supplies and
                        policy files pertaining to the terminated Underwriting
                        Program and shall return all unused policy forms with
                        an accounting of all such policies provided to the
                        General Agent.

15. CURRENCY:           Unless otherwise specified in the Addenda to this
                        Agreement, all transactions will be reported and paid
                        in U.S. dollars.


16. EXPENSES:           [THIS PARAGRAPH HAS BEEN REDACTED AND FILED SEPARATELY
                        AS PART OF A CONFIDENTIALITY REQUEST WITH THE 
                        COMMISSION.]

                        The General Agent shall not charge or commit the 
                        Company to any expense, agreement, payment, debt or
                        obligation other than the insurance expressly described
                        in the Addenda hereto which the General Agent is 
                        authorized to write.

17. SUPPLIES:           The ownership of all books, supplies, undelivered
                        policies, or other property furnished by the Company to
                        the General Agent shall be vested in the Company, and
                        these shall be delivered to the Company or its
                        authorized representatives immediately upon the
                        termination or cancellation of this Agreement or at any
                        time upon the request of the Company.  The General
                        Agent agrees, without expense to the Company, to
                        surrender the same peaceably.  The General Agent has no
                        authority to release blank policy or certificate
                        supplies to sub-brokers or sub-agents.  The General
                        Agent must keep a policy register an all voided
                        policies must be returned to the Company every thirty
                        (30) days.

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18. COMPANY'S           The Company shall have the right at any
    RIGHT TO            time to cancel or non-renew any policies
    CANCEL OR           or contracts of insurance issued by the
    NON-RENEW:          General Agent under this Agreement.  The Company
                        reserves the right to withdraw authority at any time
                        from the General Agent by written notice effective
                        immediately to solicit, bind, or write any one or more
                        particular lines or classes of insurance and to decline
                        to accept any particular risk or class of risk.

19. COMPENSATION:       Subject to the provisions hereof, the General Agent's
                        sole remuneration for all services that the General
                        Agent may perform for the Company shall be its
                        commissions at the rates set forth on the attached
                        Addendum A.


                        [TWO PARAGRAPHS REDACTED AND FILED SEPARATELY AS PART OF
                        A CONFIDENTIALITY REQUEST FILED WITH THE COMMISSION.]


20. TERMINATION:        Either party hereto shall have the right at any and all
                        times to terminate this Agreement by written notice
                        specifying the effective date of termination, which
                        shall be not less than one hundred twenty (120) days
                        thereafter, such notice to be by certified mail, return
                        receipt requested, to the other party at its address
                        hereinabove set forth.  Any such termination shall not
                        affect the rights and obligations of the parties hereto
                        as to transactions, acts, or things done by either
                        party prior to the effective date of termination.

                        This Agreement shall terminate automatically in the
                        event that reinsurance purchased by Company, which
                        Company considers to be an integral part of the
                        underwriting program, has been restricted or cancelled
                        by reinsures, in which case, General Agent has thirty
                        (30) days to replace the reinsurer(s)  cancelled,
                        subject to the approval of the Company of their terms
                        and conditions.

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                        In the event General Agent fails to replace the
                        reinsurer(s) to Company's satisfaction, then this
                        Agreement is deemed cancelled as of the thirty days
                        after cancellation by reinsurer(s).  At the Company's
                        option this Agreement may be terminated immediately
                        upon notice to General Agent in the event of (1)
                        suspension or revocation of the General Agent's license
                        by any insurance regulatory authority but this
                        provision shall apply only to the state(s) or
                        jurisdiction(s) in which the suspension or revocation
                        occurs, however Company may investigate to determine
                        whether the violation occurred within other states and
                        is so, may suspend General Agent in those other states
                        which have initiated proceedings to revoke the
                        applicable license; (2) the commission of a fraudulent
                        act or illegal conduct by General Agent; (3) the
                        General Agent becoming insolvent or bankrupt or
                        committing an act of bankruptcy or making an assignment
                        for the benefit of creditors; (4) the General Agent's
                        intentional violation of the Underwriting Guidelines or
                        rules of the Company in connection with the
                        underwriting program involved or intentionally violates
                        any provision of this Agreement; (5) a material or
                        significant change in the ownership of the General
                        Agent that may influence a material change in General
                        Agent's business practices or procedures or that may
                        materially increase Company's potential liability under
                        this Agreement, as may be determined in the sole
                        discretion of Company; (6) the execution of an
                        agreement of sale, transfer or merger of Agent without
                        transfer or merger of Agent without prior notice to and
                        consent of Company. (7) the willful misappropriation by
                        General Agent of funds or property of Company; (8) The
                        willful or grossly wanton and willful commission of any
                        act or omission determined by the Company to be
                        detrimental to its best interest.

                        At the option of the Company, this Agreement may be
                        terminated in the event 

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                        of (1) a negligent misapplication or misdirection by
                        General Agent of funds or property of the Company; (2)
                        the General Agent's negligent failure to act in
                        compliance with the Underwriting Guidelines or rules of
                        the Company in connection with the underwriting program
                        involved; (3) the General Agent failing to remit
                        premiums when due; or (4) the General Agent negligently
                        commits a violation of or allows non-performance of any
                        other provision of this Agreement not provided for
                        above; PROVIDED HOWEVER, that the Company shall permit
                        the General Agent to rectify such breach, or
                        non-performance, or violation or any act or violation
                        of this paragraph within ten (10) business days after
                        receipt of written notice from Company or, where cure
                        would take longer, to commence to cure within (5)
                        business days and continues in good faith to cure
                        thereafter, to Company's satisfaction.  The period for
                        General Agent to cure is thirty (30) days unless
                        otherwise agreed to by the Company in writing.

                        Upon termination of this Agreement, unless otherwise
                        stipulated by the Company the General Agent shall
                        account to the Company for all premiums or other
                        transactions unaccounted for at the time of termination
                        or arising thereafter with respect to insurance covered
                        by this Agreement.

                        If this Agreement is terminated and the General Agent
                        has paid to Company all monies owing to the Company,
                        the expirations on business written pursuant to this
                        Agreement shall remain the property of the General
                        Agent.  If the General Agent is in default on the
                        payment of monies to the Company under the terms of
                        this Agreement for any reason, any and all expirations
                        or other business shall become the property of the
                        Company upon the termination of this Agreement.  The
                        General Agent shall receive no commissions for premiums
                        which the General Agent fails to collect and which the
                        Company collects but the 

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                        General Agent shall receive credit for the premium in
                        their mutual account.

                        All termination provisions of this Paragraph are
                        subject to the law of the jurisdiction applicable to
                        this termination.

                        After the effective date of termination of this
                        Agreement, the General Agent shall neither issue any
                        new policies nor bind any new insurance on behalf of
                        the Company, nor extend, renew or increase the
                        Company's liability on any existing policy or binder,
                        but at the Company's option and except as aforesaid,
                        all of the General Agent's powers and authorities and
                        all of the rights and obligations of the parties
                        hereto, including the collection of premiums and the
                        accounting of premiums and commissions and settling of
                        all balances, shall remain in full force and effect
                        until all liabilities of the Company under all policies
                        issued by the General Agent hereunder are finally
                        discharged.  Company retains the right to cancel or
                        non-renew any policy written by the General Agent for
                        any reason permitted by law.

                        If Company terminates this Agreement and all Addenda
                        under paragraphs 1 & 4 of Section 20 ("Termination")
                        and by doing so terminates the binding and underwriting
                        of automobile warranties and/or automobile warranty
                        insurance for all programs provided by Administrator,
                        then Company shall allow a one-year grace period for
                        Administrator to continue to bind and underwrite for
                        the Company.  The grace period will not limit Company's
                        right to choose a different Administrator for all or
                        part of the grace period to provide claims
                        administration, or binding and/or underwriting
                        automobile warranties and/or automobile warranty
                        insurance.

<PAGE>

                        After the end of the one-year grace period, any and all
                        right, option, power or authority to solicit, bind, or
                        write automobile warranties and/or automobile warranty
                        insurance held by Administrator shall cease and shall
                        be of no further force and effect.  Authority to
                        perform claims administration is covered by Addendum B.

21. INDEMNIFI-          The General Agent agrees to indemnify and
    CATION:             save the Company, its affiliates and subsidiaries and
                        their officers, directors, and employees harmless from
                        any damage and against any liability for loss, cost,
                        expenses, fines, penalties, including punitive or
                        exemplary damages and all cost of defense:  (i)
                        resulting from any act, error or omission, whether
                        intentional or unintentional, by the General Agent and
                        its officers, directors, employees, and its
                        sub-producers, related to or which arise out of the
                        business covered by this Agreement, except for those
                        acts, or omissions requested or authorized in writing
                        by Company, or (ii) resulting from any obligation, act
                        or transaction created or performed by the General
                        Agent in violation of, in excess of, or in
                        contravention of the power and authority of the General
                        Agent set forth in this Agreement.

                        The General Agent will choose defense counsel for all
                        lawsuits hereunder, subject to approval of the counsel
                        of the Company and defend itself and the General Agent
                        will pay all expense.  The Company shall decide in its
                        sole opinion whether claims or suits may be settled. 
                        However, if General Agent agrees to pay a settlement
                        and if Company refuses to agree, Company shall pay all
                        further attorneys' fees if the lawsuit settles for a
                        greater amount than what General Agent agreed to.

                        The General Agent expressly authorizes the Company
                        without precluding the Company from exercising any
                        other remedy it may have, to charge against all 

<PAGE>

                        compensation due or to become due to the General Agent
                        under this Agreement any monies paid or liabilities
                        incurred by the Company by reason of any occurrence
                        described herein.  The Company shall provide General
                        Agent with written notice if the Company intends to
                        exercise its rights hereunder.

22. ASSIGNMENT:         No assignment of this Agreement, or of any commissions
                        or fees hereunder shall be valid unless authorized in
                        advance in writing by the Company.  Every assignment
                        shall be subject to any indebtedness and obligation of
                        the General Agent that may be due or become due at any
                        time.

23. AMENDMENT:          This Agreement cannot be amended by any subsequent
                        practices or courses of dealing by the parties
                        inconsistent herewith.  No oral agreement or
                        representation concerning this Agreement or the General
                        Agent's relationship to the Company shall be binding on
                        the Company.  Any amendment to this Agreement must be
                        in writing and signed by an officer of the Company and
                        General Agent.  If Company proposes an amendment,
                        Company must give General Agent fifteen (15) days'
                        written notice.

24. NOTICE:             All notices required or permitted to be given hereunder
                        shall be in writing and shall be given as follows:

                        A.   If given by the Company:

                             Mailed by certified mail to the General Agent at
                             its address: 300 Atlantic Street, Stamford, Ct.
                             06901, Attention: Chief Executive Officer with
                             copies to Warrentech Automotive, Inc., 150
                             WestPark Way, Euless, TX. 76040 Att: General
                             Counsel, and to Newman, Tannenbaum, Helpern,
                             Syracuse and Hirschtritt, 900 Third Avenue, New
                             York, New York 10022 or to such other address as
                             the General Agent may have previously specified to
                             the Company in writing; or

<PAGE>


                        B.   If given by the General Agent:

                             Mailed by certified mail, to the Company's office
                             as hereinabove specified and copy to American
                             International Group, Inc., Attn: General Counsel,
                             70 Pine Street, 27th Floor, New York, NY  10270

25. SERVICE                  In the event any legal process or
    OF                       notice is served on the General Agent
    PROCESS:                 in a suit or proceeding against the Company, the
                             General Agent shall forthwith forward such process
                             or notice to American International Group, Inc. at
                             70 Pine Street (General Counsel), City of New
                             York, County of New York, State of New York 10270,
                             by Registered Mail.

                             In the event any legal process or notice served on
                             the Company in a suit or proceeding against the
                             General Agent, the Company shall forthwith forward
                             such process or Notice to 300 Atlantic Street,
                             Stamford, Ct. 06901, Attention: Chief Executive
                             Officer, with copies to Warrentech Automotive,
                             Inc., 150 WestPark Way, Euless, Tx. 76040 Att:
                             General Counsel, and to Newman, Tannenbaum,
                             Helpern, Syracuse and Hirschtritt, 900 Third
                             Avenue, New York, New York 10022.

26. WAIVER:                  No waiver or modification of this Agreement shall
                             be effective unless it be in writing and signed by
                             a duly authorized officer of the Company and
                             General Agent.  The failure of the Company to
                             enforce any provision of this Agreement shall not
                             constitute a waiver by the Company of any such
                             provision.  The past waiver of a provision by the
                             Company shall not constitute a course of conduct
                             or a waiver in the future of that same provision.

27. CHOICE OF                The laws of New York shall govern all 
    LAWS, VENUE,             matters concerning the validity,
    JURISDICTION:            performance, and interpretation of 


<PAGE>

                             this Agreement.  The Venue for any action in law
                             or equity between the parties shall be designated
                             exclusively as the Supreme Court of the State of
                             New York, County of New York.  The parties consent
                             to the jurisdiction of the Supreme Court of the
                             State of New York for any action between the
                             parties in law or equity.

28. DIVISIBILITY:            If any separable provision hereof shall be held to
                             be invalid, or unenforceable under the laws or
                             Insurance Department regulations now or hereafter
                             in effect in the jurisdiction governing this
                             Agreement, such invalidity or unenforceability
                             shall not affect any other provisions hereof.

29. REGULATORY               The General Agent shall forward
    NOTICES:                 promptly to the Company all correspondence
                             pertaining to this Agreement received from any
                             government regulatory agency.

<PAGE>


30. MERGER:                  This instrument with Addenda attached embraces the
                             entire Agreement between the parties and
                             supersedes all previous Agreements entered into
                             between the parties hereto, and any prior
                             statements, agreements or representations between
                             the parties are merged herein.

<PAGE>


    IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement in
duplicate.



                           INSURANCE COMPANIES SUBSCRIBING
                                   THIS AGREEMENT          


______________________________         ______________________________

         (Date)                                  (Name)


_____________________________               ______________________________
                                                 (Title)



                                       ______________________________
                                                 (Name)


                                       ______________________________
                                                 (Title)



                                       NEW HAMPSHIRE INSURANCE
                                         COMPANY                     
                                       (Name of Company)


                                       _______________________________
                                                 (Address)

Subscribed and sworn to before me this _____ day of _______________, 19___.

    My commission Expires:


                                       _______________________________
                                                 (Notary Public)



_______________________________        ________________________________
                   (Date)                             (Name)

                                       ________________________________
                                                      (Title)


<PAGE>


                                       ________________________________
                                                      (Name)

                                       ________________________________
                                                      (Title)

                                       ILLINOIS NATIONAL 
                                         INSURANCE COMPANY          
                                       --------------------------------
                                       (Name of Company)


                                       ________________________________
                                                 (Address)

Subscribed and sworn to before me this ___ day of
 ___________, 19___.

    My commission Expires:             ________________________________


                                       ________________________________
                                                 (Notary Public)

    _______________________            ________________________________
         (Date)                                       (Name)

                                       ________________________________
                                                      (Title)

                                       AMERICAN HOME ASSURANCE
                                       -----------------------
                                       COMPANY                  
                                       -----------------------
                                       (Name of Company)

                                       ________________________________
                                                 (Address)

Subscribed and sworn to before me this ___ day of _________, 19___.

    My commission Expires:             _______________________________.

                                       _______________________________
                                                 (Notary Public)

__________________________             _______________________________
         (Date)                                       (Name)

                                       _______________________________
                                                 (Title)

<PAGE>

____________________________           _______________________________
         (Date)                                  (Name)

                                       _______________________________
                                                 (Title)

                                       NATIONAL UNION FIRE INC.
                                         COMPANY OF LOUISIANA         
                                       -------------------------------
                                            (Name of Company)

                                       _______________________________
                                                 (Address)

Subscribed and sworn to before me this ____ day of
____________, 19 ____.

    My commission Expires:             _______________________________. 

                                       _______________________________
                                                 (Notary Public)


<PAGE>


                                FOR THE GENERAL AGENT


_____________________________               _____________________________
         (Date)                                  (Name)

                                       _____________________________
                                                 (Title)

                                       ____________________________
                                                 (Name)

                                       ____________________________
                                                 (Title)

                                       ____________________________
                                            (Name of Company)

                                       ____________________________
                                                 (Address)

Subscribed and sworn to before me this ___ day of ___________,  19___.

    My commission Expires:             ____________________________.


                                       ____________________________
                                                 Notary Public


<PAGE>


ADDENDUM A (4 PAGES) REDACTED IN ITS ENTIRETY AND FILED SEPARATELY AS PART OF 
A CONFIDENTIALITY REQUEST FILED WITH THE COMMISSION.

<PAGE>




                                      ADDENDUM B

Effective this 1st day of March,    1994

                                       BETWEEN

NEW HAMPSHIRE INSURANCE COMPANY, AMERICAN HOME ASSURANCE COMPANY, ILLINOIS
NATIONAL INSURANCE COMPANY AND NATIONAL UNION FIRE INSURANCE COMPANY OF
LOUISIANA of 70 Pine Street, New York, New York 10270 (hereinafter referred to
as the "Company"), and Warrantech Automotive, Inc. whose principal offices are
at 300 Atlantic Street, Stamford, Connecticut 06901, (hereinafter collectively
referred to as the "Administrator").

WITNESSETH
    In consideration of the mutual covenants and promises herein contained, the
parties hereto agree as follows:

APPOINTMENT
    Subject to the terms, conditions and restrictions of this Agreement, the
Administrator is hereby appointed to perform all administrative services for the
servicing of and claim adjustments regarding the Company's Policies providing
coverage for claims involving Warrantech Automotive Vehicle Service Contract
Programs as defined therein.

The effective dates for providing services are as follows:

Warrantech Automotive Vehicle Service Contract - March 1, 1994

TERRITORY
    This Agreement covers services rendered on claims arising from vehicle
services contracts coverage from contract holders in the United States and
Canada.

DEFINITION OF AGREEMENT
    The word "Agreement" herein shall be understood to include any and all
Addenda and Exhibits attached in accordance with the terms and conditions herein
supplied.  Any amendment to this Agreement shall be in writing and signed by an
officer of the parties.

RELATIONSHIP
    Nothing herein contained shall be understood to create the relationship of
employer and employee between the Administrator and the Company or between the
Company and any of the Administrator's employees or representatives.  It is the
express intent of the parties hereto that the Administrator is an independent
contractor for all purposes in all situations and it is not an employee of the
Company for any purpose.


<PAGE>



COOPERATION
    The Administrator and the Company agree to cooperate fully regarding this
Agreement.

AUTHORITY OF THE ADMINISTRATOR
    The Administrator shall have no power or authority, other than for those
powers expressively granted and set forth herein.  No other or greater power
shall be implied from the grant or denial of powers specifically mentioned
herein.

DUTIES OF THE ADMINISTRATOR
    The Administrator is hereby authorized and obligated to perform the
following services for the Company:

1)  Administrator will provide those claim services as are set forth in
    paragraph 2. below (the "Basic Services") with respect to any claims made
    under any of Company's policies to which this Agreement applies which (i)
    involve an actual or alleged loss occurring under Company's policies and
    (ii) are reported to Administrator after the date on which Administrator's
    Claims Authority under provisions of this Exhibit commences.

2)  The Basic Services to be rendered by Administrator with respect to any
    claims described above ("Claims") shall be the following:

    (a)  To establish a file with respect to each Claim in accordance with the
         instructions set forth by Company.

    (b)  To investigate all Claims.

    (c)  To document each claim file by a written chronology of all actions
         taken with respect to underlying Claim, including but not limited to
         disbursements.

    (d)  To furnish all claim forms necessary for proper Claims administration.

    (e)  To adjust compromise, settle, or resist all Claims and Lawsuits within
         the discretionary settlement authority limit of Administrator as
         hereinafter set forth ("Authority Limit").

    (f)  To adjust, settle or resist Claims in excess of the Authority Limit
         only with the express prior approval of Company.

    (g)  To retain and then destroy files for each Claim in accordance with the
         File Retention and Destruction Policy set forth in Client
         instructions.

<PAGE>


    (h)  To provide Company by the twenty-fifth (25th) day of each month with a
         monthly automated EDP claims file in a format with data elements
         prescribed by Company for all claim transactions completed during the
         month.

3)  Subject to the other provisions of this Agreement below, Administrator will
    provide the Basic Services with respect to all Claims for so long as and
    until each Claim shall have been paid or until, in the opinion of
    Administrator and Company, Company shall have no further liability
    therefor.

4)  Except as may be otherwise provided for in this Agreement, Company reserves
    the right to assume at its own expense the control and handling of any
    Claim at any time, and Administrator agrees to deliver promptly any Claim
    file to Company which it may request.  Claim files are subject to the
    review by Company and its employees and authorized agents during
    Administrator's regular business hours.

5)  In addition to notifying Company, Administrator shall maintain a record of
    complaints ("complaints record") made by or through any person or
    governmental or regulatory body.  This record will document for each
    complaint, the name of both the policyholder and contract holder and state
    or residence, the name of the repair facility, claim number, identity of
    person and governmental or regulatory body making complaint, description of
    grievance, date Administrator received notice of the complaint, description
    of action taken by Administrator in response to complaint, date complaint
    resolved and indication that record will be provided to Company at the end
    of each calendar quarter.

6)  Administrator will maintain a "suit log" consisting of the following
    entries for each suit received: Name of policyholder and contact holder,
    name of repair facility, claim number, name of plaintiff(s), name of
    plaintiff(s), attorney, name of defendant(s), court in which suit is filed,
    date suit filed, date of service on agent, name of defense attorney, and
    date defense counsel enters appearance.

7)  Administrator will use its best efforts to keep abreast of all
    governmental, regulatory and matters of compliance concerning the
    investigation, settlement and defense of auto warranty claims and will, use
    its best efforts to ensure that Administrator is in compliance with these
    requirements.

    [PARAGRAPH 8 REDACTED AND FILED SEPARATELY AS PART OF A CONFIDENTIALITY
    REQUEST WITH THE COMMISSION]


9)  In the event any governmental agency, broker, agent or 


<PAGE>


    customer should contact General Agent for any reason with respect to any
    claim (except for routine contact not in the nature of a complaint),
    General Agent agrees to notify Company promptly of the nature of such
    communication and, if the communication is in writing, General Agent shall
    send Company, a copy thereof.  In addition, General Agent must keep a log
    of all complaints, including status, disposition and classify each
    complaint by type.


    [PARAGRAPHS 10 AND 11 REDACTED AND FILED SEPARATELY AS PART OF A
    CONFIDENTIALITY REQUEST WITH THE COMMISSION]



PAYMENT OF CLAIMS AND ALLOCATED LOSS EXPENSES

1)  Administrator will make all payments with respect to Claims and pay all
    Allocated Loss Expenses (as defined in paragraph 2 below).


    [PARAGRAPH 2 REDACTED AND FILED SEPARATELY AS PART OF A CONFIDENTIALITY
    REQUEST WITH THE COMMISSION]


2)  Unallocated loss adjustment expense, such as the salaries, benefits, travel
    overhead of Administrator are not reimbursable to Administrator by Company.

    Administrator warrants 1) that the Administrator has adequately trained and
    staffed the personnel designated to perform the duties herein undertaken
    and 2) that Administrator has established and would maintain adequate
    facilities, supplies and equipment which will enable the Administrator to
    satisfactorily perform the duties herein undertaken.  In every manner the
    Administrator shall use its best efforts to serve the Company faithfully,
    promoting and safeguarding the Company's best interest at all times.

LIMITATION OF AUTHORITY
    EXCEPT AS MAY BE OTHERWISE AGREED TO IN WRITING, the Administrator shall
have no authority to nor shall represent itself as having such authority, nor
shall do any of the follows:

    (a)  Appoint agents, sub-agents and/or sub-administrators;

    (b)  Make any agreements with any persons on behalf of the Company;

    (c)  Make any agreements rendering or purporting to render Company liable
         for the payment and/or re-payment of 


<PAGE>


         expenses, commissions or any other sum, besides validly authorized
         claims payments duly paid out of a Claims Account;


    (d)  Make, alter, or discharge any of the terms and conditions of any
         policy, contract or receipt of the Company;

    (e)  Institute, prosecute or maintain any legal proceeding in connection
         with any matter pertaining to Company's business, except as provided
         herein.

    (f)  Transact business in contravention of the rules and regulations, of
         any Insurance Department and/or other government authorities having
         jurisdiction of all subject matters embraced within this Agreement,
         and all reasonable instructions issued by the Company;

    (g)  Hold itself out an Administrator of the Company for any other matter
         or for any other purpose than specifically prescribed by this
         Agreement or in agreements regarding other programs which
         Administrator administer for the Company;

    (h)  Withhold any monies or property of the Company;

    (i)  Offer to pay any rebate;

    (j)  Bind, subject or obligate the Company to any single claim liability
         over $6,000 unless specifically authorized in writing to do so by the
         Company;

    (k)  Issue, utter, write or otherwise make any presentation, statement,
         promise or warranty of any kind or nature with respect to the business
         of the Company unless specifically authorized in writing to do so by
         the Company other than to adjust claims pursuant to this agreement;

    (l)  Engage any attorney to represent the Company for any purpose
         whatsoever without the Company's express written consent.

    (m)  Engage any professional expert auto inspector or to contract for
         lubricant analysis for which the fees or costs exceed four hundred
         dollars ($400.00) per claim.

CLAIMS FUND
         The Administrator shall fund and open a checking account 
         (the "Claims Account") at a bank, or other financial institution, 
         acceptable to the Company for the purpose of issuing payment of 
         losses and loss adjustment expenses for valid claims made under 
         Company's policies.  The Claims Account shall be designated and 
         titled so as to be identified as being for the exclusive use of 
         paying valid claims made under Company's policies.  Administrator 
         shall provide Company with the bank name, account name and account 
         number of the Claims Account.

         The Administrator shall be responsible for making payments for valid 
         losses and loss adjustment expenses incurred under Company's 
         policies.  Administrator shall be custodian of checks to be drawn on 
         the Claims Account and shall exercise the controls necessary to 
         ensure the safety and security of these checks.

    [ONE PARAGRAPH REDACTED AND FILED SEPARATELY AS PART OF A CONFIDENTIALITY
    REQUEST WITH THE COMMISSION.]


<PAGE>


ADVERTISING AND REPRESENTATIONS
    The Administrator shall use no advertising material, prospectus, proposal,
or representation, either in general or in relation to a particular Program
unless furnished by the Company or until the consent of the Company thereto in
writing shall first be secured and cleared by the home office legal staff.  Such
approval shall not in any event be construed as charging or binding the Company
to bear any part of the cost or expense therein.  The Administrator shall not
issue or circulate any illustration, circular, statements or memorandum of any
sort misrepresenting the terms, benefits or advantages of any policy issued by
the Company or making any misleading statement concerning the financial security
of the Company.  Administrator agrees that it will not use the Company's name,
logos or trademarks in any materials, without prior written approval of the
Company.  Use of the Company's logo or trademarks, in conjunction with materials
connected with this Program, will in no way be construed to mean that
Administrator has acquired any interest in the ownership of or to any of the
logos or trademarks of the Company.

    No permission is granted hereby, either express or implied, to Claims
Administrator for the use of trade names, trademarks or service marks of
Company.  Administrator shall Company without their prior written permission.

    Effective July 1, 1994, the Administrator should designate one or more "800
numbers, of a kind and amount acceptable to Company on an exclusive basis.  If
other appropriate "800" numbers become available in Company's reasonable
judgment, Administrator shall reserve the numbers for Company's business. 
Telephone numbers agreed upon by the parties shall be publicized by Company and
Administrator for service in connection with the Policy.  Company may grant
Administrator permission to use the telephone numbers.  While these telephone
numbers, as between the parties will be the sole property of Administrator,
Company shall have right to have those numbers re-assigned to alternate
administrators in the event of a change thereof for any reason in accordance
with the Agreement so that consumer materials will not become confusing.

BOOKS, RECORDS AND ACCOUNTS
    The Administrator shall keep full and accurate records of the business
transacted under this Agreement and shall forward to Company such reports of
said business that Company may prescribe.  The Company shall have the right to
examine said books anytime during business hours and to make such records as it
may deem necessary.  All books, accounts or other documents with the exception
of computer software and software documentation relating to the Company are the
property of the Company whether paid by for it or not.  Computer software
systems and software documentation shall be the property of the Company only to
the extent they are specially paid for by the Company.  The books and accounts
of the Company shall be accepted in full and final evidence for all 


<PAGE>


matters relating to this Agreement.

    Administrator shall maintain a separate copy of all computer-stored data
relating to the Program which shall be available at all times to the Company and
can be furnished immediately upon request to Company in the event Company
retains a replacement Administrator to process claims and/or run off the
business which is the subject of this Agreement.  Extraordinary costs (such as
reprogramming or reformatting data to be compatible with Administrator's
systems), or obtaining a second copy of this computer stored data, shall be
borne by the Company.

    The provisions of this section, which are binding upon the parties
subsequent to the termination of this Agreement, shall survive such termination
until all obligations are finally discharged.

SALVAGE
    All salvage and recoveries are the property of the Company.  The expense of
recovery of salvage shall be borne by Company.  Salvage shall be recovered by
Administrator.

STATEMENTS OF ACCOUNTS
    The Administrator shall submit to the Company as agreed after the close of
each month, a statement in the form required by the Company of claims paid,
denied, and closed during such month, and of claims outstanding but unpaid
during such month, giving such reasonable detail as the Company shall require,
including salvage, and subrogation recoveries.  Such detailed information shall
be rendered to Company on or about twenty five (25) days after the close of
business each month.  A copy of the monthly report that Administrator shall
remit to the Company and other reports to be rendered are attached hereby and
incorporated herein by reference as Exhibit No. 2.

    Additionally, the Administrator shall render to Company within twenty-five
(25) days after the close of each month, a monthly bordereaux report which shall
contain all the information which  the Company shall require or consider
necessary.  The Company may require from time to time for underwriting purposes
special reports from the Administrator.

EXPENSES
    The Administrator shall bear and pay all charges and expenses incurred in
the business including compensation of the Administrator's employees.  Office
expenses, and other expenses including postage, license fees, and reporting fees
including cost of compliance with this agreement or by law.  The Company shall
not be responsible for expenses incurred by the Administrator unless provided
herein.

    The parties shall indemnify and hold harmless the other, their 


<PAGE>


officers, directors, agents and servants and their affiliates, subsidiaries,
divisions and parent and their officers, directors, agents and servants
(hereinafter collectively known as "Indemnitees"), any or all of them, against
all liability loss, damages, whether punitive, exemplary or compensatory,
expense, claims, penalties, fines and reasonable attorney's fees that the
Indemnities may incur or suffer, whenever suffered or incurred, by reason of
either party defending or prosecuting any suit, action or other proceeding
brought in connection with said failure or breach, or in obtaining or attempting
to obtain a release of liability in respect thereof, whether or not it be
claimed or proven that there was breach of duty, or intentional, or wanton or
reckless conduct, or both, and whether or not the damages claimed are punitive
or exemplary.

    Each party and both of them shall indemnify and hold harmless the
Indemnitees of the other party against all claims, suits, proceedings,
liabilities, losses, damages, whether punitive, exemplary or compensatory, costs
and expenses whatsoever including reasonable outside attorney's fee arising from
any failure of either party to comply with applicable local, state and federal
regulations concerning performance of services hereunder, or to pay claims in
good faith and in accordance with the Policy, either party shall be released
from any liability hereunder to the extent that any such liability results in
whole or in part from failures, acts, or omissions of the other party or its
Indemnities or from activities at the specific and express written direction of
the other party or actions taken upon the basis of incorrect or inaccurate
information supplied by the other party.

    Administrator covenants that it will reimburse Indemnitees on demand for or
pay over to Indemnitees all sums of money which Indemnitees shall pay or become
legally liable to pay by reason of any of the foregoing and will make such
payments to Indemnitees as soon as Indemnitees shall become liable therefore,
whether or not Indemnitees shall have paid out sums of any part thereof.

    Indemnitees shall have the right to demand that the indemnifying party
shall defend any and all suits and investigate and defend all claims whether
justified or not, providing only that the suit shall be against the Indemnitees,
any or all of them.  Any right to indemnification under this Agreement shall be
conditioned upon whether Indemnitees give timely written notice to the
Indemnifying Party of the claim.  Indemnitees shall conduct the defense with
counsel of their choice and the other party will pay all reasonable expenses and
any judgment or settlement.  Either party must act reasonably in agreeing to any
judgement or settlement.  Either party has the right to be associated in the
defense and/or settlement.

    Either party shall indemnify and hold harmless the other party against all
claims, suits, proceedings, liabilities, losses, 

<PAGE>


damages, or the punitive, exemplary or compensatory, costs and expenses
whatsoever including reasonable outside attorneys' fees when claim is made
against either party by a claimant and/or an insured alleging the other party's
negligence and/or intentional acts which lead to denial of claimant's and/or
insured's claim.  In addition, Company shall hold harmless and indemnify
Administrator against all claims arising due to the insufficiency of the Claims
Account.  Either party shall also indemnify and hold harmless the other party
against all claims, suits, etc. which arise due to the negligence and/or
intentional acts of Indemnifying Party which give arise to a wrongful denial
claim.  Either party shall have right to defend itself and the other party with
the same counsel and to settle any claims upon a reasonable basis.  Either party
shall have the right to participate in the defense as well as consult in the
terms of any settlement and/or judgment.

CONFIDENTIALITY

    a.   Business Information of the Parties.  In performing obligations
pursuant to this Agreement, the parties acknowledge that they may have access to
and receive disclosure of certain information relating to both parties,
including, but not limited to, marketing philosophy and objectives, competitive
advantages and disadvantages, the types of services provided, financial result,
the name, address and account numbers of customers, agents, service providers,
and a variety of other information and material.  Administrator and Company
agree that all such information and materials which are disclosed in writing or
other tangible form and conspicuously labeled "Confidential" by each party, its
directors, officers and other employees, and any third parties with which it
contracts, is, and shall be considered, confidential and proprietary.  Each
party and both of them further agree that it shall:

    (i)  protect and preserve the confidential and proprietary nature of all
Confidential Information; and require identical safeguards and promises and
covenants as herein contained to be present in any contract that either party
executes with any contractor; 

    (ii) not disclose, give, sell or otherwise transfer or make available,
directly or indirectly, any Confidential Information to any third party except
as required in the performance hereunder or as required by law; 

    (iii) not use the Confidential Information except as expressly provided in
this Agreement; 

    (iv) to the best of its ability, limit the dissemination of the
Confidential Information within its own organization (including contractors) to
such individuals whose duties justify the need to know such Confidential
Information, and then only provided that 


<PAGE>


there is a clear understanding by such individuals of their obligation to
maintain the confidential and proprietary nature of the Confidential Information
and to restrict its use solely to the purposes specified herein;

    (v) to the best of its ability, notify each other immediately of any loss
or misplacement of records or copies of Confidential Information.

    b.   Survival of Confidentiality.  All rights, obligations and duties of
the parties with regard to Confidential Information shall survive the
termination of this Agreement.

    c.   Limitation.  All obligations and duties of both parties with respect
to data processing programs, service providers and systems and cardholder
information shall continue indefinitely, but with respect to other Confidential
Information, such as business plans, methods, marketing philosophy, etc.  shall
terminate after two years following the termination of this Agreement for any
reason, subject to earlier termination in the event that and to the extent that
such Information:

    (i)  is developed by a party independently, without reference to any
Confidential Information of the other party's;

    (ii) is obtained from a third party authorized to disclose it;

    (iii) becomes a part of the public domain without the fault of the party;
    
    (iv) is released by the disclosing party to third parties without similar
restrictions; or

    (v) is released from such restrictions by the prior written agreement of
the disclosing party.

    Provided, that any termination shall not, without Company's written
consent, be effective until all claims have been closed.

    e.   Administrator shall not acquire by virtue of this Agreement any
property or other right, claim or interest, including any patent right or
copyright interest, in any of the information, systems, processes, equipment,
computer programs, or data of the Company.


TERMINATION
    This Addendum may be terminated by either party in the same way with the
same rights and duties as the General Agency Agreement.  Both the Agreement and
the Addendum must be terminated at the same time; however the provisions for
run-off continuation in either can be different.  In any event, however
Administrator 


<PAGE>


will not be released from performing services under this contract despite any
notice of termination until the Company specifically releases the Administrator.
The Administrator is responsible for providing a smooth and orderly transition
to a new Administrator and will render all services previously rendered at the
Company's request for the period deemed necessary by the Company to effect a
smooth and orderly transition.

    At any time during the term of Agreement Company may terminate this
Agreement on at least thirty (30) days written notice, however, at Company's
request, Administrator shall continue to service the needs of the Company for
the period deemed necessary by the Company to provide a smooth and orderly
transition to a new Administrator.  Administrator will be paid at the prevailing
contract rate of all services that it renders during these periods.

    In the event of substantial delinquency by the Administrator in the
accounting, servicing or adjustment of claims, the Company may suspend the
Administrator's authority to perform administrative services on any new business
during any period of delinquency upon notice to the Administrator.

APPLICABLE LAW
    This Agreement shall be governed by and construed in accordance with the
internal laws and not the laws of conflicts of the State of New York, except to
the extent which by law the law of another state must be applied.  Jurisdiction
and venue for any litigated matter under this Agreement shall be placed with the
United State District Court for the Southern District of New York sitting in the
County of New York, State of New York at the Foley Square Court House.

ENTIRE AGREEMENT
    This Agreement and the Exhibits hereto and all documents referenced herein
and therein constitute the entire Agreement between the parties concerning the
subject matter embraced hereto and all prior Agreements, representations,
warranties, statements and/or negotiations are superseded hereby.

SEVERABILITY
    If any term or provision of this Agreement shall be found by a court of
competent jurisdiction to be illegal or otherwise unenforceable, the same shall
not invalidate the whole of this Agreement, but such term or provision shall be
deemed modified to the extent in the Court's opinion to render such term or
provision enforceable, and rights and obligations of the party shall be
construed and enforced accordingly, preserving to the fullest permissible extent
the intent and agreements of the parties herein set forth.

AMENDMENT
    Any Amendment to this Agreement must be in writing signed by 


<PAGE>


the party against whom enforcement is sought.

NON-WAIVER
    No delay or failure by either party to exercise any right under this
Agreement and no partial or single or multiple exercise of any right under the
Agreement shall constitute a waiver of that right or any other right.

HEADINGS
    Headings in this Agreement are for convenience only and shall not be used
to interpret or construe its provisions.

COUNTERPARTS
    This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original but all of which together shall constitute one and
the same instrument.

ASSIGNMENT AND TRANSFER; SUBCONTRACTING
    Except as expressly stated herein, neither party shall assign or otherwise
transfer this Agreement or any of its rights or obligations hereunder; or
contract with any third party to perform any of its responsibilities or
obligations relating to this Agreement, without the prior written consent of the
other party.

NOTICES
    Any notice, request, consent, waiver or other communication required or
permitted to be given hereunder shall be effective only if in writing and shall
be deemed sufficiently given only if delivered in person or sent by telegram,
telex, cable or by certified or registered mail, postage prepaid, return receipt
requested, addressed as follows:

         WARRANTECH AUTOMOTIVE, INC.
         300 ATLANTIC STREET
         STAMFORD CONNECTICUT 06901

    cc:  WARRANTECH AUTOMOTIVE, INC.
         150 WESTPARK WAY
         EULESS, TX 76040

    ATT: GENERAL COUNSEL              
         -----------------------------

    cc:  NEWMAN, TANNENBAUM, HELPERN, SYRACUSE, 
         & HIRSCHTRITT LLP
         900 Third Avenue
         NEW YORK, NEW YORK  10022

If to any insurance company providing coverage hereunder:

    cc:  President
         ___________________________________
         70 Pine Street



<PAGE>


         New York, New York 10270

    cc:  Associate General Counsel
         Corporate Law Department
         A.I.G., Inc.
         70 Pine Street, 22nd Floor
         New York, NY 10270  Fax No.  212-514-6894

    or to such other person of address as either party may designate by notice
given to the other party as provided herein.  Such notice or communication shall
be deemed to have been given as of the date so delivered, telegraphed, cabled or
if mailed, on the fifth day after mailing in the United States of America

    IN WITNESS WHEREOF, the parties hereto have executed this Agreement to
their respective duly authorized officers.


                        DATE:                         
                              -----------------------

                        WARRANTECH AUTOMOTIVE, INC.

                        By:                          
                            -------------------------

                        Name:                        
                             ------------------------

                        Title:                        
                              -----------------------

                        Date:                          
                              -----------------------


<PAGE>


                    INSURANCE COMPANIES SUBSCRIBING THIS AGREEMENT


                                               
----------------             ------------------
    (Date)                        (Name)


                                               
                             ------------------
                                  (Title)


                                               
                             ------------------
                                  (Name)


                                               
                             ------------------
                                  (Title)


                             NEW HAMPSHIRE
                             INSURANCE COMPANY   
                             --------------------
                             (Name of Company)


                                                 
                             --------------------
                             (Address)

Subscribed and sworn to before me 
________ of                            , 19      

    My commission Expires:            
                           -----------

                                                 
                             --------------------
                             Notary Public


<PAGE>

                                               
----------------             ------------------
    (Date)                        (Name)


                                               
                             ------------------
                                  (Title)


                                               
                             ------------------
                                  (Name)


                                               
                             ------------------
                                  (Title)


                             ILLINOIS NATIONAL 
                             INSURANCE COMPANY   
                             --------------------
                             (Name of Company)


                                                 
                             --------------------
                             (Address)

Subscribed and sworn to before me 
________ of                  __________, 19______

    My commission Expires:            
                           -----------

                                                 
                             --------------------
                             Notary Public


<PAGE>



                                               
----------------             ------------------
    (Date)                        (Name)


                                               
                             ------------------
                                  (Title)


                                               
                             ------------------
                                  (Name)


                                               
                             ------------------
                                  (Title)


                             NATIONAL UNION FIRE
                             INS. COMPANY OF
                             LOUISIANA          
                             -------------------
                             (Name of Company)


                                                 
                             --------------------
                             (Address)

Subscribed and sworn to before me 
________ of                  __________, 19______

    My commission Expires:            
                           -----------

                                                 
                             --------------------
                             Notary Public

<PAGE>

                                               
----------------             ------------------
    (Date)                        (Name)


                                               
                             ------------------
                                  (Title)


                                               
                             ------------------
                                  (Name)


                                               
                             ------------------
                                  (Title)


                             AMERICAN HOME 
                             INSURANCE COMPANY   
                             --------------------
                             (Name of Company)


                                                 
                             (Address)

Subscribed and sworn to before me 
________ of                  __________, 19______

    My commission Expires:            
                           -----------

                                                 
                             --------------------
                             Notary Public


<PAGE>


                                FOR THE GENERAL AGENT 



                                               
----------------             ------------------
    (Date)                        (Name)


                                               
                             ------------------
                                  (Title)


                                               
                             ------------------
                                  (Name)


                                               
                             ------------------
                                  (Title)



                                               
                             ------------------
                              (Name of Company)

                                               
                             ------------------
                                  (Address)

Subscribed and sworn to before me 
________ of                  __________, 19______

    My commission Expires:            
                           -----------

                                                 
                             --------------------
                             Notary Public

<PAGE>


                                      ADDENDUM C

         Effective this 1st day of March, 1994
                                       BETWEEN
         NEW HAMPSHIRE INSURANCE COMPANY, AMERICAN HOME ASSURANCE COMPANY,
         ILLINOIS NATIONAL INSURANCE COMPANY AND NATIONAL UNION FIRE INSURANCE
         COMPANY OF LOUISIANA of 70 Pine Street, New York, New York 10270
         (hereinafter referred to as the "Company"), and Warrantech Automotive,
         Inc.  whose principal offices are at 300 Atlantic Street, Stamford,
         Connecticut 06901, (hereinafter collectively referred to as the
         "Administrator").

         PARENTAL GUARANTEE

         Warrantech Corporation, which is the parent of Warrantech Automotive,
         Inc., and whose address is 300 Atlantic St., Stamford, CT 06902
         (referred to herein as "Guarantor"), herewith in consideration of the
         premises grants to American International Group, Inc. and its member
         insurance underwriting companies named on this General Agency
         Agreement (hereinafter collectively known as the "Company"), a
         guarantee of the performance under and the payment of liabilities
         incurred due to duties assumed by Warrantech Automotive, Inc. under
         this General Agency Agreement.

              Guarantor guarantees the following entities:

              1.   All Guarantor's subsidiaries and affiliates which are or may
                   become involved in the rendition of services in the warranty
                   and/or insurance programs offered by Guarantor and/or its
                   subsidiaries and/or affiliates through Company; and

              2.   All third parties that provide services pursuant to the
                   General Agency Agreement which Guarantor agrees to
                   guarantee.  All such entities shall be endorsed to this
                   Agreement to indicate applicability of this guarantee.

              3.   This shall be a continuing guarantee and regardless of the
                   lack of notice or consent to new third-parties providing
                   services pursuant to the General Agency Agreement, shall
                   cover all new contracts which relate to the guarantee or,
                   amendments, extensions, modifications, renewals, or waivers
                   thereto.  When Warrantech Automotive, Inc. utilizes a third
                   party provider, it shall give notice 


<PAGE>


                   within (30) thirty days pursuant to sub-paragraph 2.

         The Guarantor hereto stipulates to the fact the entities guaranteed
are solvent at the time of execution of this guarantee and are able to perform
their obligations under the aforesaid program(s) and to discharge their
liabilities.

         By execution herewith and in consideration of the premises, Guarantor
guarantees faithful and complete performance of the General Agency Agreement by
all entities within the time set for thereon.  Guarantor also guarantees
payments of all damages, costs and expenses for which the entities may become
liable with respect to the General Agency Agreement.  Guarantor herewith waives
all rights to notice of non-performance of or demand by Company except as
provided hereinafter.  This guarantee will remain in full force and effect
despite any change, extension, release, substitution, or other modifications of
the General Agency Agreement and all addenda of contracts for services covered
herein.

         This Guarantee is unconditional and unlimited in duration.  This
guarantee is also absolute and granted in exchange for Company granting the
within General Agency Agreement and in particular to waive the requirement for
personal guarantees of payment and performance from Guarantor's directors and
officers.  Attached hereto is a certified copy of a resolution by the Board of
Directors of Guarantor's authorizing the execution of this guarantee.

         By execution of this guarantee, Guarantor guarantees that it will
supply all substitute services and perform all tasks otherwise required of the
guaranteed parties and will provide any and all resources to enable Company to
recover lost profits, dividends, income, rights, satisfaction of liability,
damages, interest, indemnifications of and payment of all sums due, liabilities,
claims, at any and all times, including but not limited to reasonable attorney's
fees and costs incurred to recover on the guarantee.

         Upon default by any one or all of the entities guaranteed, Guarantor
shall upon demand perform the contracts and pay all sums due and owing
immediately.  The obligations defaulted upon shall become the direct and primary
obligations of Guarantor

         Company may demand payment of the guarantee in and at its headquarters
at 70 Pine Street, New York, New York 10270 or may demand performance of this
guarantee at the place and time set by Company pursuant to the General Agency
Agreement.

         This guarantee shall not terminate unless and until the parties
mutually agree to release each other, provisional upon the previous performance
of all required, actions and payment of all 


<PAGE>


sums due and owing Company.  The termination shall affect only future
liabilities.  Company shall require no security to secure Guarantor's ability to
perform its obligation under this guarantee.  The amount of the guarantee shall
be unlimited.  All payments under the Guarantee shall go direct to Company and
not to any intervening party.  Guarantor shall have all the right to salvage and
subrogation under the guarantee that the law provides.  Guarantor shall not
discharge any of liability except by performance or payment.  This guarantee may
be amended only by a writing executed by both parties.  This guarantee may not
be assigned by Guarantor or any successor in interest.

         Guarantor waives notice of acceptance, notice of nonpayment or protest
and notice of protest with respect to the obligation covered.  Company shall
give notice of non-performance prior to any demand under the Guarantee.  Company
may give notice at any time to Guarantor.  Guarantor waives any defense as to
the timeliness of sufficiency of the notice.

<PAGE>


IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement in
duplicate.

                    INSURANCE COMPANIES SUBSCRIBING THIS AGREEMENT



                                               
----------------             ------------------
    (Date)                        (Name)


                                               
                             ------------------
                                  (Title)


                                               
                             ------------------
                                  (Name)


                                               
                             ------------------
                                  (Title)


                             NEW HAMPSHIRE
                             INSURANCE COMPANY   
                             --------------------
                             (Name of Company)


                                                 
                             --------------------
                             (Address)

Subscribed and sworn to before me 
________ of                  ____________, 19____

    My commission Expires:            
                           -----------

                                                 
                             --------------------
                             Notary Public

<PAGE>



                                               
----------------             ------------------
    (Date)                        (Name)


                                               
                             ------------------
                                  (Title)


                                               
                             ------------------
                                  (Name)


                                               
                             ------------------
                                  (Title)



                             ILLINOIS NATIONAL 
                             INSURANCE COMPANY   
                             --------------------
                             (Name of Company)


                                                 
                             --------------------
                             (Address)

Subscribed and sworn to before me 
________ of                  __________, 19______

    My commission Expires:            
                           -----------

                                                 
                             --------------------
                             Notary Public

<PAGE>



                                               
----------------             ------------------
    (Date)                        (Name)


                                               
                             ------------------
                                  (Title)


                                               
                             ------------------
                                  (Name)


                                               
                             ------------------
                                  (Title)


                             NATIONAL UNION FIRE
                             INS. COMPANY OF
                             LOUISIANA          
                             -------------------
                             (Name of Company)


                                                 
                             --------------------
                             (Address)

Subscribed and sworn to before me 
________ of                  __________, 19______

    My commission Expires:            
                           -----------

                                                 
                             --------------------
                             Notary Public

<PAGE>



                                               
----------------             ------------------
    (Date)                        (Name)


                                               
                             ------------------
                                  (Title)


                                               
                             ------------------
                                  (Name)


                                               
                             ------------------
                                  (Title)


                             AMERICAN HOME 
                             INSURANCE COMPANY   
                             --------------------
                             (Name of Company)


                                                 
                             --------------------
                             (Address)

Subscribed and sworn to before me 
________ of                  __________, 19______

    My commission Expires:            
                           -----------

                                                 
                             -------------------- 
                             Notary Public

<PAGE>



                                FOR THE GENERAL AGENT 



                                               
----------------             ------------------
    (Date)                        (Name)


                                               
                             ------------------ 
                                  (Title)


                                               
                             ------------------
                                  (Name)


                                               
                             ------------------
                                  (Title)


                                               
                             ------------------
                              (Name of Company)


                                                
                             ------------------
                                  (Address)

Subscribed and sworn to before me 
________ of                  __________, 19____

    My commission Expires:            
                           -----------

                                                 
                             --------------------
                             Notary Public


<PAGE>


[ADDENDUMS D,D-2, D-3 AND D-4 (39 PAGES) HAVE BEEN REDACTED IN THEIR ENTIRETY
AND FILED SEPARATELY AS PART OF A CONFIDENTIALITY REQUEST WITH THE COMMISSION.]


<PAGE>


                                                                      Addendum E
                                                                  April 11, 1996
                                                                     Page 1 of 7



                                      ADDENDUM E

                                 AUTOMOBILE WARRANTY

                     HOLD HARMLESS AND INDEMNIFICATION AGREEMENT
                                         FOR
                              CERTAIN BANKING AGREEMENTS

                      Effective this ___ day of __________, 1996
                                       BETWEEN

NEW HAMPSHIRE INSURANCE COMPANY, ILLINOIS NATIONAL INSURANCE COMPANY, AMERICAN
HOME ASSURANCE COMPANY AND NATIONAL UNION FIRE INSURANCE COMPANY OF LOUISIANA of
70 Pine Street, New York, New York 10270 (hereinafter referred to as the
"COMPANY"), and Warrantech Automotive, Inc.  whose principal offices are at 300
Atlantic Street, Stamford, Connecticut 06901, (hereinafter collectively referred
to as the "ADMINISTRATOR").

    WHEREAS, in connection with the performance of its duties pursuant to the
General Agency Agreement (referred to as "this Agreement"), to which this
Addendum E is attached and made a part thereof, the ADMINISTRATOR has received
requests from FINANCIAL INSTITUTIONS, for the COMPANY to execute BANKING
AGREEMENTS (hereinafter referred to as "BANKING AGREEMENTS");

    WHEREAS, it is desirable and necessary for the COMPANY to execute BANKING
AGREEMENTS, in order that the insured products remain competitive in the
marketplace; and

    WHEREAS, the BANKING AGREEMENTS require that COMPANY assume certain
obligations which may exceed COMPANY'S obligation pursuant to the insurance
policy

                                     WITNESSETH:

In consideration of the mutual covenants and promises herein contained, the
parties hereto agree as follows

I.  DEFINITIONS

    A.   FINANCIAL INSTITUTION refers to the entities that finance the retail
purchase price of SERVICE CONTRACTS

    B.   BANKING AGREEMENT means an agreement with the financial 

<PAGE>

institution regarding fulfillment of obligations of the issuer of the SERVICE
CONTRACT pursuant to the insured SERVICE CONTRACTS, if the issuer fails to
perform such obligations 

    C.   SERVICE CONTRACTS are the contracts purchased by the vehicle owner and
which are insured by an insurance policy issued pursuant to Addendum A of this
Agreement.

<PAGE>

                                                                      Addendum E
                                                                  April 11, 1996
                                                                     Page 2 of 7

II. INDEMNIFICATION

ADMINISTRATOR agrees to indemnify and hold COMPANY harmless for any liability
and/or obligations which the COMPANY incurs pursuant to a BANKING AGREEMENT
executed by COMPANY related to business produced by ADMINISTRATOR, except for
such liability as the COMPANY would have pursuant to the insurance policy issued
in accordance with the terms and conditions of this Agreement, in the absence of
the BANKING AGREEMENT.

III.     BANKING AGREEMENTS AFFECTED

    A.   ADMINISTRATOR'S APPROVAL REQUIRED.  COMPANY will only executed those
BANKING AGREEMENTS which ADMINISTRATOR has requested that COMPANY execute. 
COMPANY will not execute any BANKING AGREEMENT with regards to policies issued
pursuant to this Agreement, without the written request of ADMINISTRATOR.

    B.   RIGHT TO REFUSE TO EXECUTE.  COMPANY has the right to refuse to
execute any BANKING AGREEMENT, for any reason.

IV. RIGHT OF OFFSET

COMPANY may offset any and all payments and liabilities owed to ADMINISTRATOR to
collect any amounts due in connection with the indemnification and hold harmless
provisions of this Addendum E.

V.  TERMINATION

    A.   GENERAL AGENCY AGREEMENT TERMINATION.  This Addendum E shall terminate
at any time that the General Agency Agreement to which it is attached
terminates, subject to the ongoing liabilities set out in paragraphs D and E of
this Part V.

    B.   ADMINISTRATOR.  ADMINISTRATOR may terminate this Addendum E by giving
ten (10) days written Notice.

    C.   COMPANY.  COMPANY may terminate Addendum E by giving ten (10) days
written notice Company has the right to terminate.

    D.   NOTIFICATION OF FINANCIAL INSTITUTIONS.  ADMINISTRATOR is responsible
for notifying each and every FINANCIAL INSTITUTION that the BANKING AGREEMENT is
terminated and that COMPANY'S promises under such BANKING AGREEMENT is no longer
in effect, and to provide proof of such notification to COMPANY.  Nothing herein
shall prevent COMPANY from notifying some or all the FINANCIAL INSTITUTIONS,
however in the event that a FINANCIAL INSTITUTION is 


<PAGE>


not notified, ADMINISTRATOR shall bear any and all resulting liability.

    E.   ADMINISTRATOR'S CONTINUING OBLIGATION.  After termination of this
Addendum whether by ADMINISTRATOR or COMPANY the ADMINISTRATOR'S obligation
shall continue as long as COMPANY may have any liability or obligation under any
SERVICE CONTRACT issued during the time that a BANKING AGREEMENT was in effect
for such SERVICE CONTRACT.


<PAGE>


                                                                      Addendum E
                                                                  April 11, 1996
                                                                     Page 3 of 7


IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement in
duplicate.

                    INSURANCE COMPANIES SUBSCRIBING THIS AGREEMENT


                                                    
    ----------------              ------------------
         (Date)                        (Name)


                                    VICE PRESIDENT  
                                  ------------------
                                       (Title)


                                                    
                                  ------------------
                                       (Name)


                                    VICE PRESIDENT  
                                  ------------------
                                       (Title)

                             NEW HAMPSHIRE
                             INSURANCE COMPANY   
                             --------------------
                             (Name of Company)

                                                 
                             --------------------
                             (Address)

Subscribed and sworn to before me 
________ of                  __________, 19______

    My commission Expires:            
                           -----------

                                                 
                             --------------------
                             Notary Public

<PAGE>


                                                                      Addendum E
                                                                  April 11, 1996
                                                                     Page 4 of 7



                                                    
    ----------------              ------------------
         (Date)                        (Name)


                                    VICE PRESIDENT  
                                  ------------------
                                       (Title)


                                                    
                                  ------------------
                                       (Name)


                                    VICE PRESIDENT  
                                  ------------------
                                       (Title)



                             ILLINOIS NATIONAL 
                             INSURANCE COMPANY   
                             --------------------
                             (Name of Company)

                                                 
                             -------------------- 
                             (Address)

Subscribed and sworn to before me 
________ of                  ____________, 19_____

    My commission Expires:            
                           -----------

                                                 
                             --------------------
                             Notary Public


<PAGE>


                                                                      Addendum E
                                                                  April 11, 1996
                                                                     Page 5 of 7



                                                    
    ----------------              ------------------
         (Date)                        (Name)


                                    VICE PRESIDENT  
                                  ------------------
                                       (Title)


                                                    
                                  ------------------
                                       (Name)


                                    VICE PRESIDENT  
                                  ------------------
                                       (Title)


                             AMERICAN HOME 
                             INSURANCE COMPANY   
                             --------------------
                             (Name of Company)

                                                 
                             --------------------
                             (Address)

Subscribed and sworn to before me 
________ of                  _________, 19 ______

    My commission Expires:            
                           -----------

                                                 
                             --------------------
                             Notary Public

<PAGE>


                                                                      Addendum E
                                                                  April 11, 1996
                                                                     Page 6 of 7



                                                    
    ----------------              ------------------
         (Date)                        (Name)


                                    VICE PRESIDENT  
                                  ------------------
                                       (Title)


                                                    
                                  ------------------
                                       (Name)


                                    VICE PRESIDENT  
                                  ------------------
                                       (Title)


                             NATIONAL UNION FIRE
                             INS. COMPANY OF
                             LOUISIANA          
                             -------------------
                             (Name of Company)

                                                 
                             --------------------
                             (Address)

Subscribed and sworn to before me 
________ of                  __________, 19______

    My commission Expires:            
                           -----------

                                                 
                             --------------------
                             Notary Public

<PAGE>


                                                                      Addendum E
                                                                  April 11, 1996
                                                                     Page 7 of 7


                                FOR THE GENERAL AGENT 



                                                    
    ----------------              ------------------
         (Date)                        (Name)


                                       CHAIRMAN     
                                  ------------------
                                       (Title)


                                                    
                                  ------------------
                                       (Name)


                                       CHAIRMAN     
                                  ------------------
                                       (Title)


                             WARRANTECH
                             AUTOMOTIVE          
                             --------------------
                              (Name of Company)

                             300 ATLANTIC STREET
                             STAMFORD, CT 06901  
                             --------------------
         (Address)

Subscribed and sworn to before me 
________ of                  ____________, 19____

    My commission Expires:            
                           -----------

                                                 
                             --------------------
                             Notary Public

<PAGE>

                                                                      Addendum F
                                                                  April 11, 1996
                                                                     Page 1 of 8


                                      ADDENDUM F

                                 AUTOMOBILE WARRANTY

                    GENERAL AMENDMENTS TO GENERAL AGENCY AGREEMENT

                              COMMISSION DETERMINATION


[PARAGRAPHS IA, IB(1), (2) AND (3) AND IIA HAVE BEEN REDACTED AND FILED
SEPARATELY AS PART OF A CONFIDENTIALITY REQUEST WITH THE COMMISSION.]


<PAGE>


                                                                      Addendum F
                                                                  April 11, 1996
                                                                     Page 2 of 8


[PARAGRAPHS IIB, C(1) AND (2), D AND E HAVE BEEN REDACTED AND FILED SEPARATELY
AS PART OF A CONFIDENTIALITY REQUEST WITH THE COMMISSION.]



III TERMINATION OF THE GENERAL AGENCY AGREEMENT
    
    A    Notwithstanding any other provision of the General Agency Agreement,
         the grace period with respect to any termination of the General Agency
         Agreement pursuant to the first paragraph of Article 20 (Termination)
         of the General Agency Agreement (which grace period is stated in such
         Article 20 to be one year) shall not end earlier than 18 months from
         the effective date of this Addendum F (the "Earliest Grace Date").  To
         the extent that such grace period would, by the terms of such Article
         20, end after the Earliest Grace Date, this paragraph A shall have no
         effect.

    B    During the 18 months from the effective date of Addendum F the Company
         shall have the unconditional right to terminate Administrator's
         ability to administer claims pursuant to the Termination provisions of
         Addendum B UNLESS (i) the ratio of losses incurred to earned premium
         as determined by the Company on the book of business administrated by
         Administrator is less than eighty percent (80%), (ii) Company
         terminated the General Agency Agreement pursuant to the first
         paragraph of Article 20.  Termination, of the General Agency Agreement
         and (iii) the Administrator shall not, after the termination of the
         General Agency Agreement, have committed any act or acts that would
         constitute a basis for termination of the General Agency Agreement of
         Addendum B pursuant to the provisions of Article 20.  Termination, of
         the General Agency Agreement other than the first paragraph thereof.
         If the conditions (i), (ii) and (iii) obtain, the effective date of
         termination of claims administration shall be no earlier than the day
         after the end of such 18 month period.

    C.   It is understood and agreed that the purpose of the grace period is to
         permit Administrator to procure substitute insurers for the business
         covered by the General Agency Agreement as such business comes up for
         renewal.  Accordingly, Administrator will use its best efforts to
         procure such substitute insurers as early as possible after notice of
         termination is given, and to the extent


<PAGE>


                                                                      Addendum F
                                                                  April 11, 1996
                                                                     Page 3 of 8


         (but only to the extent) that such substitute insurers are in fact
         procured (e.g., in a given state or group of states or with respect to
         a given book of business), the Administrator's authority to bind new
         business on behalf of the Company shall terminate notwithstanding that
         the grace period has not yet expired.

    D.   Except as expressly modified herein and in the major Agreement of even
         date herewith, all other termination provisions of the General Agency
         Agreement shall remain in full force and effect.


         [PARAGRAPH IVA AND B HAVE BEEN REDACTED AND FILED SEPARATELY AS PART OF
         A CONFIDENTIALITY REQUEST WITH THE COMMISSION.]


V.  AUDIT ISSUES

         The parties acknowledge that Company has recently conducted (1) a
premium audit of Administrator and (2) an underwriting claims, and compliance
audit of Administrator.  So long as Administrator acts promptly to address the
deficiencies identified in the foregoing audits to the reasonable satisfaction
of the Company.  Company agrees that such audits will not be asserted as bases
for termination for cause of the General Agency Agreement.

<PAGE>


                                                                      Addendum F
                                                                  April 11, 1996
                                                                     Page 4 of 8


IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement in
duplicate.

                    INSURANCE COMPANIES SUBSCRIBING THIS AGREEMENT


                                               
    ----------------         ------------------
         (Date)                     (Name)

                               VICE PRESIDENT  
                             ------------------
                                     (Title)

                             NEW HAMPSHIRE
                             INSURANCE COMPANY   
                             --------------------
                             (Name of Company)

                                                 
                             -------------------- 
                             (Address)

Subscribed and sworn to before me 
________ of                  ___________, 19______

    My commission Expires:            
                           -----------

                                                 
                             -------------------- 
                             Notary Public


<PAGE>


                                                                      Addendum F
                                                                  April 11, 1996
                                                                     Page 5 of 8




                                                    
    ----------------              ------------------
         (Date)                        (Name)


                                    VICE PRESIDENT  
                                  ------------------
                                       (Title)


                                                    
                                  ------------------
                                       (Name)


                                    VICE PRESIDENT  
                                  ------------------
                                       (Title)


                             ILLINOIS NATIONAL 
                             INSURANCE COMPANY   
                             --------------------
                             (Name of Company)

                                                 
                             --------------------
                             (Address)

Subscribed and sworn to before me 
________ of                  __________, 19______

    My commission Expires:            
                           -----------

                                                 
                             --------------------
                             Notary Public

<PAGE>


                                                                      Addendum F
                                                                  April 11, 1996
                                                                     Page 6 of 8



                                                    
    ----------------              ------------------
         (Date)                        (Name)


                                    VICE PRESIDENT  
                                  ------------------
                                       (Title)


                                                    
                                  ------------------
                                       (Name)


                                    VICE PRESIDENT  
                                  ------------------
                                       (Title)


                             AMERICAN HOME 
                             INSURANCE COMPANY   
                             --------------------
                             (Name of Company)

                                                 
                             --------------------
                             (Address)

Subscribed and sworn to before me 
________ of                  ____________, 19____

    My commission Expires:            
                           -----------

                                                 
                             --------------------
                             Notary Public


<PAGE>


                                                                      Addendum F
                                                                  April 11, 1996
                                                                     Page 7 of 8



                                                    
    ----------------              ------------------
         (Date)                        (Name)


                                    VICE PRESIDENT  

                                  ------------------
                                       (Title)


                                                    
                                  ------------------
                                       (Name)


                                    VICE PRESIDENT  
                                  ------------------
                                       (Title)


                             NATIONAL UNION FIRE INS.COMPANY OF
                             LOUISIANA          
                             -------------------
                             (Name of Company)

                                                 
                             --------------------
                             (Address)

Subscribed and sworn to before me 
________ of                  ____________, 19____

    My commission Expires:            
                           -----------

                                                 
                             --------------------
                             Notary Public


<PAGE>


                                                                      Addendum F
                                                                  April 11, 1996
                                                                     Page 8 of 8


                                FOR THE GENERAL AGENT 



                                                    
    ----------------              ------------------
         (Date)                        (Name)


                                        CHAIRMAN    
                                  ------------------
                                       (Title)


                                                    
                                  ------------------
                                       (Name)


                                       CHAIRMAN     
                                  ------------------
                                       (Title)


                             WARRANTECH
                             AUTOMOTIVE         
                             --------------------
                               (Name of Company)

                             300 ATLANTIC STREET
                             STAMFORD, CT 06901  
                             --------------------
                             (Address)

Subscribed and sworn to before me 
________ of                  __________, 19______

    My commission Expires:            
                           -----------

                                                 
                             --------------------
                             Notary Public