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                                                                   EXHIBIT 10(o)

                     ADMINISTRATOR AGREEMENT - CONSUMER PRODUCTS

THIS ADMINISTRATOR AGREEMENT - CONSUMER PRODUCTS (The "Agreement") is made and
entered into this 1st day of November 1995 by and between WARRANTECH CONSUMER
PRODUCTS SERVICES, INC., 300 Atlantic Street, Stamford, Connecticut 06901
("Warrantech"), and HOUSTON GENERAL INSURANCE COMPANY, 4055 International Plaza,
Fort Worth, Texas 76113 ("Houston General").

WHEREAS, Warrantech engages in the business of marketing and administering
service and extended service contract Programs which are offered through
retailers and manufacturers to purchasers of certain consumer goods; and

WHEREAS, Houston General engages in the business of providing various types of
insurance; and

WHEREAS, Houston General has issued a policy of insurance to Warrantech
including all other insureds per policy definitions (collectively, called
Insureds) for the purpose of insuring contractual liability arising out of the
cost of performing the repairs and services required under the Service Plan
Certificates to be issued pursuant to the terms of this Agreement; and 

WHEREAS, Houston General desires to retain Warrantech to administer, and
Warrantech desires to market and administer, such Programs, all subject to the
terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties agree as follows:

1.  DEFINITIONS

    (a)  "Service Plan Certificate" or "Certificate" shall mean Service Plan
         Certificate, or Service Plan Extension Certificate issued by an
         Insured: (i) while as Service Plan Certificate Contractual Insurance
         Policy issued by Houston General is in force; (ii) on a form approved
         in writing by Houston General; (iii) for which the net premium has
         been paid to Houston General or its authorized insurance agent/broker;
         and (iv) as described in the business description shown on the
         declarations page of the Policy in effect with respect to the Program
         pursuant to which such certificate has been issued.

    (b)  "Service Plan Certificate Holder" shall mean any person or other legal
         entity who acquires the rights to a valid Service Plan Certificate as
         defined herein.

    (c)  "Claim" shall mean a claim made by a Service Plan Certificate Holder
         in accordance with the terms of a valid Service Plan Certificate.

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    (d)  "Program" shall mean any of the various programs under which
         Warrantech markets and administers Service Plan Certificates and which
         have been approved by Houston General pursuant to the terms herein.

    (e)  "Premium" shall mean all monies payable to Houston General for the
         procurement and collection of insurance relating to repairs under
         Certificates covered by the Service Plan Certificate Contractual
         Insurance Policies issued by Houston General.  Premium shall be net of
         and shall not include fees collected by Warrantech from Dealers under
         the Programs relating to Warrantech's administrative expenses or to
         Dealer commissions, if any.

    (f)  "Net Premium" shall mean the aggregate amount of the Premium collected
         by Warrantech from other insureds during any calendar month, less
         Return Premium.

    (g)  "Return Premium" shall mean the aggregate amount of unearned premium
         attributable to the cancellation of Certificates for which Houston
         General has previously received payment of Net Premium.

    (h)  "Dealers" shall mean retailers and manufacturers who sell and issue
         Certificates to consumers, and who are insured under the Contractual
         Liability Policies in force.

2.  POLICIES

    This Agreement is entered into in conjunction with certain policies of
    insurance issued by Houston General as in effect from time to time
    (collectively any "Policy") and shall be effective only so long as a Policy
    is in effect, except as set out below in Paragraph 12(h).  To the extent
    that the terms of this Agreement conflict in any way with any of the terms
    and conditions of any Policy, the terms and conditions of said Policy shall
    prevail.  Further, any and all obligations of Houston General contained
    herein are limited by the terms and conditions of such Policy.

3.  ADMINISTRATION

    Houston General and Warrantech hereby agree that Warrantech shall serve as
    Houston General's administrator for the Programs of Service Plan
    Certificates for consumer products (collectively, the "Certificates") to be
    offered pursuant to this Agreement.  During the term hereof, Houston
    General shall not enter into an agreement with another administrator
    without the prior knowledge of Warrantech.  The decision to pursue an
    arrangement with another administrator, however, shall be left to the sole
    discretion of Houston General.

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4.  TERM

    The term of this Agreement shall be for five (5) years from the effective
    date set forth in Paragraph 12(a) below, unless terminated earlier pursuant
    to the additional provisions herein.

5.  PAYMENTS

    (a)  Liability for Payment of Premiums.  Warrantech shall pay Houston
         General, in accordance with Paragraph 5(c) below, all Net Premiums
         payable as a result of the issuance of Certificates.  In the event
         Houston General is held liable for a Claim relating to a Certificate
         for which no Net Premium has been paid to Houston General, Warrantech
         shall promptly reimburse Houston General for the amount of such Claim.

    (b)  Claims Reserves.  Houston General shall establish, at its sole
         discretion, actuarially sound reserves to meet its obligations for
         future losses on Claims submitted to it under the Certificates,
         including those claims incurred but not reported.

    (c)  Accounting and Payment.  During the terms of this Agreement and for so
         long as any Certificates are outstanding: (i) Warrantech should report
         to Houston General, (or its designated representative) on or about the
         25th day after the end of each month the total Certificates sold and
         canceled that are reported to and paid to Warrantech, along with the
         respective premiums; (ii) Warrantech should report to Houston General,
         on or about the 25th day after the end of each month the total
         Certificates sold and canceled, the Net Premium for which Warrantech
         has received during the month; and (iii) Warrantech assumes the
         obligation for any extensions of credit by Warrantech and the overall
         credit risks of its Dealers and will be fully responsible for the full
         amount of premium due Houston General on Certificates sold, whether or
         not Warrantech has collected the premium due from the Dealer. 
         Warrantech will accept business only from Dealers who have agreed in
         advance, in writing, to submit payment for the dealer cost of
         certificates sold by them during a monthly period to Warrantech not
         later than ninety (90) days after the reporting to Warrantech of the
         Certificates sold by them.   In the event that this Agreement is
         terminated then Warrantech, not later than ninety (90) days after the
         last reporting of Certificates by Warrantech to Houston General, shall
         remit to Houston General the Net Premiums which have been previously
         reported to Houston General but not previously paid for by Warrantech. 
         In any event Warrantech will be responsible for and immediately pay
         any premiums which have been reported but not remitted within the
         applicable ninety (90) day period.

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6.  PROGRAM ADMINISTRATION

    (a)  Authorization of Programs.  Only those Certificates and Programs to
         which Houston General has given prior written authorization shall be
         marketed and administered by Warrantech under this Agreement. 
         Warrantech shall propose such programs to Houston general and shall
         provide Houston General with all pertinent information (including, but
         not limited to the products to be warranted) requested by Houston
         General or otherwise reasonably necessary for Houston General to
         analyze such Programs and Houston General shall indicate its approval
         or disapproval (in its sole discretion) of such proposed Programs in
         writing within thirty (30) days of its receipt of all such
         information, required by Houston General.  The failure of Houston
         General to act within such period shall be deemed a rejection of the
         proposed Program.  Programs accepted by Houston General shall become
         effective upon the receipt by Warrantech of Houston General's written
         approval of such Program.  Any change in authorized Programs must have
         the prior written consent of Houston General.  Houston General shall
         have right of first refusal or all consumer product Programs
         administered by Warrantech in the United States that are within the
         parameters of the Programs currently being written.

    (b)  Establishment of Premium Rates.  Houston General shall establish in
         writing the Premium rates for each Program pursuant to the terms of
         the then effective Policies.  Warrantech shall provide Houston General
         with all information requested by Houston General or otherwise
         reasonably necessary to establish such Premium rates.  Any change in
         Premium rates must be made in writing by Houston General.

    (c)  Review of Certificates.  Warrantech shall review all Certificates
         submitted by Dealers to insure their compliance with all underwriting,
         pricing, eligibility, and other requirements for each Program.

    (d)  Compliance with Law.  Warrantech shall maintain operating standards
         and procedures to assure that the Programs, the Certificates issued in
         connection with the Programs, and the operations of Warrantech
         conducted in connection with the marketing and administration of the
         Programs and Certificates are all in compliance with all applicable
         state and federal laws and regulations.  Warrantech will procure and
         maintain certificates of authority and all other licenses, permits and
         authorizations legally required for it to market and administer
         extended service contract Programs, and otherwise comply with all
         applicable laws, in those states where the parties have agreed that
         Programs will be offered under this Agreement.

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    (e)  Data Collection.  Warrantech shall maintain adequate systems for the
         collection and review of data relating to the operation of each
         Program and shall make such data available to Houston General as
         reasonably requested.  This information shall include, but not be
         limited to, results by Certificate type and within Certificate type by
         plan code, manufacturer and model of covered products, production and
         loss statistics by Dealer, and such other information as may be
         reasonably requested by Houston General from time to time.

    (f)  Promotional Materials; Advertising.  Warrantech shall be responsible
         for and pay the costs of printing all promotional and administrative
         materials pertaining to the Programs.  Warrantech shall submit all
         such materials for review and approval by Houston General prior to
         use, if Houston General is referenced in such material.  Houston
         General's approval of such materials shall not be unreasonably
         withheld.  No party to this Agreement shall publish any advertisement
         which contains a reference to the other party without prior written
         approval of the form of such Advertisement by the other party.  It is
         understood however, that such materials may be required to conform
         with certain regulatory guidelines which neither party can predict at
         this time.

7.  CLAIMS ADMINISTRATION

    Warrantech shall adjust and pay, within the scope of its authority as
    expressly set forth in Exhibit A, all valid Claims arising under the
    Certificates and shall make available to Houston General all records
    pertaining to the adjustment and payments of such Claims, including without
    limitation the "Claim Record".

8.  EXAMINATION OF BOOKS AND RECORDS

    Warrantech shall permit Houston General, its auditors and agents, and any
    authorized representative of any governmental or regulatory authority
    having jurisdiction to examine the books and records of Warrantech
    pertaining to this Agreement.  Any such examination/audit shall require
    five (5) business day's advance notice.

9.  DUTIES OF HOUSTON GENERAL

    (a)  Regulatory Assistance.  Houston General shall use reasonable efforts
         to make available to Warrantech any and all documents in Houston
         General's possession and information known to it which may be
         necessary or helpful to Warrantech in connection with any regulatory
         filing or form of compliance required of Warrantech to effect the
         marketing and administration of the Programs.

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    (b)  Certificates of Insurance.  For those Policies issued by Houston
         General, Houston General will provide certificates of insurance when
         necessary or when required by a regulatory authority.  Nothing in this
         paragraph shall limit Houston General's right to not issue, to non-
         renew, or to cancel any policy of insurance.

    (c)  Licenses and Authorizations.  Houston General will procure and
         maintain certificates of authority and all other licenses, permits and
         other authorizations legally required for it to issue Policies, and
         will otherwise comply with all applicable laws in those states where
         the parties have agreed that Programs will be offered under this
         Agreement.

    (d)  Changes.  Houston General will not notify Warrantech, in writing,
         within ten (10) days if there is a change in (a) ownership of ten
         percent (10%) or more of the stock of Houston General, its parent or
         subsidiaries and/or (b) any officer ranked Senior Vice President or
         above.

10. CONFIDENTIALITY

    (a)  Obligations of Houston General.  It is recognized that during the
         terms of this Agreement, Houston General may receive confidential and
         proprietary information of Warrantech.  Houston General agrees that it
         will use reasonable efforts to keep all "Confidential Information" (as
         defined below) of Warrantech confidential; provided, however, that:
         (1) any such Confidential Information may be disclosed to such
         directors, officers, employees, advisors and authorized
         representatives (collectively, "Representatives") of Houston General
         as need to know such information for the purpose of Houston General's
         performance or administration of this Agreement or any Certificate,
         Program or Policy, (it being understood that such Representatives
         shall be informed of the confidential nature of such information and
         shall agree to treat such information confidentially); (ii) any such
         Confidential Information may be disclosed to the extent Warrantech
         consents in writing; and (iii) such Confidential Information may be
         disclosed by Houston General or any of its Representatives to the
         extent that Houston General or such Representatives is legally
         compelled to do so, provided that, prior to making such disclosure,
         Houston General or such Representative, as the case may be, advises
         and consults with Warrantech regarding such disclosure and provided
         further that Houston General or such Representative, as the case may
         be, discloses only that portion of such Confidential Information as is
         legally required.

    (b)  Obligations of Warrantech.  It is recognized that during the term of
         this Agreement, Warrantech may receive confidential and proprietary
         information of Houston General.  Warrantech agrees that it will use
         reasonable efforts to keep all Confidential Information of Houston
         General confidential; provided,

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         however, that: (i) any such Confidential Information may be disclosed
         to such Representatives of Warrantech as need to know such information
         for the purpose of Warrantech's performance or administration of this
         Agreement or any Certificate, Program or Policy, (it being understood
         that such Representatives shall be informed of the confidential nature
         of such information and shall agree to treat such information
         confidentially); (ii) any such Confidential Information may be
         disclosed to the extent Houston General consents in writing; and (iii)
         such Confidential Information may be disclosed by Warrantech or any of
         its Representatives to the extent warranted, or to the extent any of
         its Representatives are legally compelled to do so.  Prior to making
         such disclosure, however, Warrantech or such Representative will
         advise and consult with Houston General regarding such disclosure. 
         Warrantech or such Representative will disclose only that portion of
         such Confidential Information as is legally required.

    (c)  Confidential Information.  As used herein, the term "Confidential
         Information" of any party shall mean all information obtained from
         such party other than information that: (i) is or becomes generally
         available to the public other than as a result of any breach of this
         agreement; (ii) was previously known to the other party or
         independently derived or developed by such other party; (iii) is
         disclosed to the other party on a nonconfidential basis by a third
         party who has the right to disclose such information; or (iv) is
         statistical data relating to program underwriting results, such as
         premium rate amounts and earnings and losses; if required by any
         regulatory authority.

11. RELATIONSHIP OF HOUSTON GENERAL AND WARRANTECH

    (a)  Nature of Relationship.  Nothing contained herein shall be construed
         to create the relationship of employer/employee, partners, joint
         venture or association between the parties.

    (b)  Indemnification of Houston General.  Warrantech agrees to indemnify,
         defend and hold Houston General, its affiliates, directors, officers,
         agents, representatives, and employees harmless from and against any
         and all claims, suits, actions, liability, loss expense or damage,
         (including compensatory and punitive and exemplary damages and
         attorneys' fees), which Houston General, its affiliates, directors,
         officers, agents or employees may sustain, due to or arising out of:
         (i) any wrongful or negligent act, error or omission by Warrantech,
         its affiliates, directors, officers, agents, representatives, or
         employees) failure to comply with any law or regulation regardless of
         whether such failure was intentional or unintentional, or resulted
         from mistake, negligence or lack of knowledge; or (iii) any inaccuracy
         in or any breach of any representative, warranty, covenant or
         agreement of Warrantech contained

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         in this Agreement or in any agreement, instrument, document, or
         certificate delivered in connection herewith.  Warrantech shall
         furnish prompt notice to Houston General of any notice of alleged
         violation from any regulatory authority and shall promptly take steps
         to correct any existing violation.

    (c)  Indemnification of Warrantech.  Houston General agrees to indemnify,
         defend and hold Warrantech, its affiliates, directors, officers,
         agents and employees, harmless from and against any and all claims,
         suits, actions, liability, loss, expense or damage (including
         compensatory and punitive or exemplary damages and attorneys' fees),
         which Warrantech, its affiliates, directors, officers, agents or
         employees may sustain, due to or arising out of: (i) any wrongful or
         negligent act, error or omission by Houston General, its affiliates,
         directors, officers, agents, representatives, or employees; (ii)
         Houston General's (or its affiliates, directors, officers, agents or
         employees) failure to comply with any law or regulation, regardless of
         whether such failure was intentional or unintentional, or results from
         mistakes, negligence or lack of Houston General's knowledge; or (iii)
         any inaccuracy in or any breach of any representation, warranty,
         covenant or agreement of Houston General contained in this Agreement
         or in any agreement, instrument, document or certificate delivered in
         connection herewith.  Houston General shall furnish prompt notice to
         Warrantech of any notice of alleged violation from regulatory
         authority and to promptly take steps to correct any existing
         violation.

    (d)  Notice.  Any party claiming that it is entitled to indemnification
         hereunder shall notify the other party within thirty (30) days of the
         assertion of any claim or the discovery of any fact upon which such
         claiming party intends to base its claim for indemnification
         hereunder.  Such claiming party's failure to so notify the other party
         shall not, however, relieve the other party from any liability under
         this Agreement with respect to such claim, except to the extent such
         other party is actually prejudiced thereby.  The party claiming
         indemnification shall have the right to participate jointly with the
         indemnifying party in the defense of any claim, demand, suit or other
         proceeding in connection with which such claim for indemnification is
         made, and no such claim, demand, suit or other proceeding may be
         settled or otherwise compromised without the consent of both such
         parties.

    (e)  For purposes of this Section, Warrantech and Houston General shall not
         be considered affiliates or agents for each other.

12. TERMINATION

    (a)  Effective Date.  This Agreement shall take effect as of 12:01 a.m.
         Standard Time on November 1, 1995, at the location of Houston
         General's office in Fort Worth, Texas, and shall be and remain in full
         force and effect unless and until written notice of non-renewal,
         cancellation, or termination is given by either party, as provided
         below.

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    (b)  Automatic Renewal.  At the conclusion of the initial term hereof, this
         Agreement shall renew automatically for an additional one (1) year
         term unless either party shall have provided to the other with written
         notice of non-renewal.  Such written notice shall be given not less
         than ninety (90) days nor more than one hundred twenty days (120) days
         before the date five (5) years from the Effective Date.

    (c)  Policies.  Any cancellation or non-renewal of the Policies, pursuant
         to the terms therein, shall automatically terminate this Agreement. 
         Any notice of such cancellation or non-renewal of the Policies shall
         constitute sufficient notice of termination of this Agreement under
         this Section.

    (d)  Nonpayment of Premium.  This Agreement may be terminated by Houston
         General upon ten (10) days advance notice for nonpayment of any of the
         Net Premium by Warrantech; provided, however, that if the failure to
         pay such Premium when due resulted from clerical or an inadvertent
         error by Warrantech, then the cancellation otherwise effected shall be
         rescinded provided that any delinquent Net Premium is paid by
         Warrantech within ten (10) days of Warrantech's receipt of notice of
         termination under this paragraph.

    (e)  Events of Termination by Either Party.  Either party may terminate
         this Agreement upon sixty (60) days written notice to the other upon
         the occurrence of any of the following events (if such events have not
         been cured within the sixty (60) day period following such notice):
         (i) the other party shall fail to perform any of its obligations and
         agreements under, or shall fail to comply with any of the provisions
         of, this Agreement or any other agreement between such parties; (ii)
         if any warranty or representation of the other party contained herein
         or in any financial data, document or agreement delivered in
         connection herewith shall prove to be false or misleading in any
         material respect; or (iii) if the other party suspends transaction of
         its business; or if the other party shall not pay its debts as they
         mature or shall make a general assignment for the benefit of its
         creditors; or proceedings in bankruptcy, or for reorganization or
         liquidation of the other party federal bankruptcy law or under any
         sate or federal law for the relief of creditors shall be commenced by
         or against the other party; or receiver, trustee or custodian shall be
         appointed for the other party or for a substantial portion of its
         properties or assets.

    (f)  Events of Termination at Election of Houston General.  Houston General
         may terminate this Agreement upon thirty (30) days written notice to
         Warrantech upon the occurrence of any of the following events (if such
         events have not been cured by Warrantech within the thirty (30) day
         period following such notice): (i) if Warrantech fails throughout the
         term of this Agreement to 

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         disclose to Houston General those facts known to Warrantech that might
         materially or adversely effect Houston General's judgment in
         evaluating the acceptability of the Policy(ies) written under this
         Agreement or the continuation or renewal of such Agreement; or (ii) if
         Warrantech fails to notify Houston General, in writing, within ten
         (10) days if there is a change in (a) ownership of ten percent (10%)
         or more of the outstanding stock of Warrantech, its parent or consumer
         product subsidiaries and/or (b) any officer ranked Senior Vice
         President or above.

    (g)  Obligations upon Termination.  Upon any termination or cancellation of
         this Agreement in accordance with this Section, Warrantech and Houston
         General agree to continue to perform all functions and obligations
         required by this Agreement as if this Agreement were in full force in
         effect with respect to all Certificates with an effective date prior
         to the termination of this Agreement and during the effective date of
         the Policies in effect with respect to their Programs pursuant to
         which such Certificates were issued.  Such obligations shall include
         the payment of amounts due to any party in connection with the
         purchase or cancellation of such Certificates.  The obligations of the
         parties under this paragraph shall continue until such Certificates
         have expired or been cancelled and all Claims thereunder have been
         paid or until a mutually acceptable arrangement for the fulfillment of
         such obligations is evidenced by a written agreement of the parties. 
         Upon any termination of this Agreement, Warrantech shall provide to
         Houston General within ninety (90) days of such termination, a
         complete list of all Certificates which Warrantech asserts are covered
         by this paragraph.

    (h)  Survival.  The provisions of Sections 10, 11, and 13 of this Agreement
         shall survive and remain in effect following any termination,
         cancellation, non-renewal or expiration of this Agreement.

13. ARBITRATION

    (a)  Initiation of Proceedings.  The parties shall submit to binding
         arbitration by a board of three arbitrators any dispute, question or
         controversy arising under this Agreement or arising out of or relating
         to the transactions contemplated by the Agreement.  Any such
         arbitration shall be conducted at Forth Worth, Texas.  Either party
         may initiate the arbitration, by notice in writing to the other party,
         setting forth the nature of the dispute, the amount involved, if any,
         and the remedy sought.  Any party desiring to initiate arbitration
         shall serve a written notice of intention to arbitrate to the other
         party and to the American Arbitration Association office in or closest
         to Forth Worth, Texas within one hundred eighty (180) days after a
         dispute has risen.  A dispute is deemed to have arisen upon receipt of
         written demand via Certified Mail, Return Receipt Requested.  Failure
         to serve a notice of intention to arbitrate 

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         within the time specified above shall be deemed a waiver of the
         notifying party's right to compel arbitration of such claim.  Such
         written notice of intention to arbitrate may be informal and need not
         comply with Rule 6 of the American Arbitration Association.  The issue
         of waiver pursuant to this paragraph is an arbitrable issue.

    (b)  Arbitrators; Discovery; Rules.  The board of three arbitrators shall
         be appointed promptly upon written application of the initiating
         party, and shall be selected in accordance with the Commercial
         Arbitration Rules of the American Arbitration Association in effect at
         the dispute arises.  All of the arbitrators shall be members of the
         American Arbitration Association.  Depositions may be taken and other
         discovery obtained in any arbitration under this Agreement.  The board
         of arbitrators appointed hereunder shall conduct the arbitration
         pursuant to the Commercial Arbitration Rules of the American
         Arbitration Association then in effect.

    (c)  Award Binding.  The award of the arbitrators shall be final and
         binding upon the parties and the judgment thereon may be entered in
         any court having jurisdiction.

    (d)  Statutes of Limitations.  All statues of limitations which would
         otherwise be applicable shall apply to any arbitration proceeding
         hereunder.  The statute of limitations shall toll upon receipt of the
         written demand required under Paragraph 13(a) above.

    (e)  Survival of Provisions.  The provisions of this section shall survive
         any termination, amendment, or expiration of this Agreement, unless
         all the parties otherwise expressly agree in writing.

    (f)  Attorney's Fees.  The arbitrators, or a majority of them, shall award
         attorney's fees and costs to the prevailing party.

    (g)  Venue.  Venue of any arbitration proceeding hereunder will be in
         Tarrant County, Texas.

    (h)  Expenses.  Subject to paragraph (f) above, each party shall bear its
         own expenses in connection with preparation for the presentation of
         its case at the arbitration proceedings.  The fees and expenses of the
         arbitrators and all other expenses of the arbitration (except those
         referred to in the preceding sentence) shall be borne equally by the
         parties to such arbitration.


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14. GENERAL PROVISIONS

    (a)  Governing Law.  This Agreement shall be interpreted in accordance with
         the laws of the State of Texas.

    (b)  Notices.  All notices to either party of this Agreement shall be in
         writing and sent to the other party by Certified Mail, Return Receipt
         Requested, and addressed to such party at the address set forth above. 
         Any such notice shall be deemed effective upon actual receipt.  Each
         party shall give the other party prompt written notice of any change
         in address.

    (c)  No Waiver.  Except as set out in Paragraph 13(a) above, if either
         Warrantech or Houston General fails to insist on strict Compliance
         with this Agreement or fails to exercise any rights under this
         Agreement, such failure will not be a waiver of any right or provision
         of this Agreement.  Nor will such failure prevent either Warrantech or
         Houston General from insisting on strict compliance with this
         Agreement or exercising such right in the future.


    (d)  Entire Understanding.  This Agreement contains the entire
         understanding among the parties with respect to the transactions
         contemplated hereby and supersedes all prior agreements and
         understandings among the parties, if any.

    (e)  Assignment.  This Agreement is binding on and shall inure to the
         benefit of the parties hereto and their respective successors and
         assigns; provided, however, that no party hereto may, without the
         written consent of the others, assign any rights, powers, duties or
         obligations hereunder.

    (f)  Amendment.  This Agreement may not be modified, amended or altered
         except by an agreement in writing executed by all parties hereto.

    (g)  Headings.  Section headings are for convenience of reference only and
         do not affect the interpretation of this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date first written above.

    
HOUSTON GENERAL INSURANCE                             WARRANTECH CONSUMER
COMPANY                                               PRODUCT SERVICES, INC.

By: /s/ Berkley E. Hammond, Jr.                       By: /s/ Bernard J. White
   ----------------------------                          ---------------------

Its: Vice President                                   Its: V.P. Finance/ CFO
    ------------------------                              ---------------------

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                                      EXHIBIT A
                                Claims Administration

This Exhibit A forms a part of that certain Administrator Agreement - Consumer
Products between Houston General and Warrantech made effective November 1, 1995,
and is governed by the terms and conditions therein.


A.  PROVISIONS OF CLAIMS SERVICES.
    
    1.   Warrantech will provide those claim services as are set forth in
         paragraph 2.  below (the "Basic Services"), with respect to any Claims
         made under or Certificates covered by the Policies to which this
         Agreement applies and which Claims:  (i) involve an actual or alleged
         loss occurring under such Certificate; and (ii) are reported to
         Warrantech while a Certificate is in effect with respect to the
         Program pursuant to which such Policy was issued.

    2.   The Basic Services to be rendered by Warrantech with respect to any
         Claims shall be the following: 

         a.   To establish a file with respect to each Claim in accordance with
              the instructions set fort in Client Instructions below.

         b.   To investigate all Claims

         c.   To document each Claim file with a written chronology of all
              actions taken with respect to the 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 within the
              discretionary settlement Authority Limit of Warrantech as set
              forth below.

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

         g.   To retain and then destroy files for each Claim in accordance
              with the Claim File Retention Policy set forth in the Client
              Instructions below.

         h.   To provide Houston General, (or its designated representative) on
              or about the twenty-fifth (25th) day of each month with monthly
              claims file in a format and with data elements prescribed by
              Houston General.

<PAGE>

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

    4.   Houston General reserves the right to assume at its own expense the
         control and handling of any Claim at any time, and Warrantech agrees
         to deliver promptly the Claim file to Houston General with Houston
         General may request, as well as funds accrued for the purpose of
         paying the claim.

    5.   In the event any governmental or regulatory agency should contact
         Warrantech for any reason with respect to any Claim (except for
         ordinary and customary contact not in the nature of a complaint),
         Warrantech agrees to notify Houston General promptly in writing in the
         nature for such communication and, if the communications is in
         writing, Warrantech shall send Houston General a copy thereof.

    6.   Houston General reserves the right to require Warrantech to obtain its
         prior written approval before retaining any attorney for any matter
         related to any Claim.

    7.   Warrantech will maintain a "suit log" consisting of the following
         entries each suit received:  Name of Service Plan Certificate Holder,
         name of Dealer, name of repair facility, Claim number, name of
         plaintiff(s), name of plaintiff(s) attorney, name of defendant(s),
         court in which suit filed, date of suit filed, date of service on
         agent, name of defense attorney, and date of defense counsel enters
         appearance.

    8.   Warrantech will use its best efforts to keep abreast of all
         governmental, regulatory and matters of compliance concerning the
         investigation, settlement and defense of consumer warranty Claims and
         will use its best efforts to ensure that it is in compliance with
         these requirements.

B.  CLAIMS FUNDS

    1.   Houston General shall open a checking account (the "Claims Account")
         at the bank, or other financial institution for the purpose of issuing
         payment of losses for Claims under the Policy.  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 Houston General's
         Policy.

    2.   Warrantech shall be responsible for issuing checks on the Claims
         Account in payment of valid losses incurred under Houston General's
         Policy.  Warrantech shall be the 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.  Warrantech shall have on
         hand, at all times during the term of this 

<PAGE>

         Agreement and during any run off after termination, at least a six (6)
         months' supply of checks for the Claims Account.

C.  PAYMENT OF CLAIMS

    1.   Warrantech will adjust Claims, and issue checks in payment of Claims
         in accordance with the terms and provisions of this Agreement.

    2.   Warrantech will provide Houston General the check numbers issued and
         the amounts of checks issued for time periods specified by Houston
         General.

D.  REPRESENTATION OF WARRANTECH.  Warrantech represents and warrants to
    Houston General as follows:

    1.   It is licensed as required under and shall comply with all applicable
         federal, state and local governmental laws, rules, regulations and
         orders necessary to the performance of its claims duties under this
         Agreement.

<PAGE>

                                 CLIENT INSTRUCTIONS

    1.   Warrantech will maintain a "Claim Record" to include all pertinent
         information, including but not limited to, entries as follows:  date
         reported, name of Service Plan Certificate Holder, name of Dealer,
         date of loss and Claim number.

    2.   Warrantech will pursue recovery from sale of salvageable items, and
         maintain a "Salvage Log" to include entries as follows: date of entry,
         Claim number, name of Service Plan Certificate Holder, name of Dealer,
         date of loss, amount of loss paid, amount recovered and date closed.

         [PARAGRAPH 3 HAS BEEN REDACTED AND FILED SEPARATELY AS PART OF A
         CONFIDENTIALITY REQUEST WITH THE COMMISSION.]

    4.   Warrantech will promptly report all litigation arising from the Policy
         bound or written under this Agreement to the Company upon first notice
         of suit.


                                   AUTHORITY LIMIT

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

                                 CLAIM FILE RETENTION

         Warrantech will store closed files for six (6) years from date of
closure.

    
HOUSTON GENERAL INSURANCE                   WARRANTECH CONSUMER
COMPANY                                     PRODUCT SERVICES, INC.

By: /s/ Berkley E. Hammond, Jr.                       By: /s/ Bernard J. White
   ----------------------------                          ---------------------



Its: Vice President                                   Its: V.P. Finance/ CFO
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