<PAGE>   1
                             AGREEMENT OF AMENDMENT


         AGREEMENT OF AMENDMENT ("Amendment") dated as of February 21, 1997
among WESTCHESTER PREMIUM ACCEPTANCE CORPORATION (the "Company"), the banks
listed on the signature pages hereto (the "Banks"), and DRESDNER BANK AG, NEW
YORK BRANCH, as agent for the Banks (the "Agent").

                                  WITNESSETH:

         WHEREAS, the Company, the Banks and the Agent are parties to that
certain Loan Agreement dated as of July 30, 1996 (the "Loan Agreement");

         WHEREAS, the parties hereto wish to amend the Loan Agreement in
certain respects as hereinafter provided;

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

         SECTION 1.  Defined Terms.

         (a)     Unless otherwise defined herein, the terms used herein shall
have the meanings assigned to such terms in the Loan Agreement.

         (b)     As used in this Amendment the term "Amendment Effective Date"
shall mean the first date on which (i) the Agent shall have received fully
executed counterparts to this Amendment and (ii) each of the conditions
precedent set forth in Section 3 hereof have been satisfied or waived by the
parties hereto

         Section 2 Amendments to Loan Agreement.

         (a)     Section 1.1 of the Loan Agreement is amended by adding the
following sentence at the end of the definition of "Borrowing Base":

                 "Notwithstanding anything to the contrary contained herein, in
                 no event shall there be included as part of the Outstanding
                 Balance of any Eligible Receivable (A) unearned interest and
                 (B) payables to insurance carriers."





<PAGE>   2
         (b)     Section 1.1 of the Loan Agreement is further amended by adding
the language ", or partnership or other ownership interests in," after the
phrase "capital stock of" in the second line of the definition of "Capital
Stock".

         (c)     Section 1.1 of the Loan Agreement is further amended by
replacing the definition of "Commitment" set forth therein with the following:

         "Commitment" means either (i) when used with reference to a Lender at
         the time any determination is to be made, the amount set opposite the
         name of such Lender below, as the same may be lowered in accordance
         with the terms hereof, or (ii) when used with reference to any Lender,
         the commitment of such Lender to make Loans hereunder in an amount
         equal to the amount described in the foregoing clause (i), as the
         context may require:

<TABLE>
         <S>                                                      <C>
         Dresdner                                                 $25,000,000.00
         Bank One                                                  18,181,818.18
         NationsBank                                                6,818,181.82
</TABLE>

       (d)    Section 1.1 of the Loan Agreement is further amended by adding
the language ", the Receivables Purchase Agreements" after the phrase "Finance
Contracts" in the definition of "Program Documents".

       (e)    Section 1.1 of the Loan Agreement is further amended by adding
the following definition following the definition of "Receivable":

       "Receivables Purchase Agreements" means the Receivables Purchase
       Agreements, each dated as of February 21, 1997, between the Borrower and
       each of Elite Premium Finance Limited and Westchester Premium Acceptance
       Corporation of California, as the same may from time to time be
       extended, amended, supplemented, waived or modified.

       (f)    Section 1.1 of the Loan Agreement is further amended by replacing
the definition of "Termination Event" set forth therein with the following:

       "Termination Event" shall mean (i) any Reportable Event with respect to
       a Plan, as to which the





                                       2
<PAGE>   3
       requirements of Section 4043 (a) of ERISA have not been waived by the
       PBGC (provided that a failure to meet the minimum funding standard of
       Section 302 of ERISA shall be a reportable event regardless of the
       issuance of any waivers by the PBGC); (ii) the filing of a notice of
       intent to terminate any Plan under Section 4041 of ERISA or any other
       event or condition which might constitute grounds under Section 4042 of
       ERISA for the termination of, or for the appointment of a trustee to
       administer, any Plan; (iii) the complete or partial withdrawal of the
       Borrower, any of its Subsidiaries or the Parent from a Multiemployer
       Plan or the receipt by the Borrower, any of its Subsidiaries or the
       Parent of notice from a Multiemployer Plan that it is in reorganization
       or insolvency pursuant to Section 4241 or 4245 of ERISA or that it
       intends to terminate or has terminated under Section 4041A of ERISA;
       (iv) the institution of a proceeding by a fiduciary of any Multiemployer
       Plan against the Borrower, any Subsidiary or the Parent to enforce
       Section 515 of ERISA; or (v) any event or circumstance under which the
       Borrower, any Subsidiary or the Parent may reasonably be expected to
       incur any liability under Title IV of ERISA with respect to any Plan
       other than liabilities to make contributions and pay premiums in the
       ordinary course.

       (g)    Articles VII, VIII, IX and X of the Loan Agreement are hereby
amended to read in their entirety as set forth in Exhibit A hereto.

       (h)    Exhibit E to the Loan Agreement is hereby amended by adding
thereto the form of Premium Finance Agreement set forth in Exhibit B hereto.

       SECTION 3.  Conditions Precedent to Effectiveness.

       The occurrence of the Amendment Effective Date is subject to the
satisfaction of the following conditions precedent:

       (a)    The representations and warranties of the Company set forth in
Section 4 of this Amendment shall be true and correct as of the Amendment
Effective Date.





                                       3
<PAGE>   4
       (b)    The Parent shall have made a cash capital contribution in the
amount of $3,000,000 to the Company, and the Agent shall have received evidence
satisfactory to it of the fulfillment of this condition.

       (c)    The Company shall have paid to the Agent, for the ratable account
of the Lenders, an amendment fee in the amount of $25,000.

       (d)    The Company shall have consummated its acquisition (the
"Acquisition") of Elite Premium Finance, Limited, a Texas limited partnership
("Elite"), through the acquisition of all the capital stock of its constituent
partners, pursuant to acquisition documentation which shall be in form and
substance reasonably satisfactory to the Agent, and all regulatory approvals
necessary in connection with such acquisition shall have been obtained and each
condition precedent to the consummation of the Acquisition shall have been
satisfied and not waived except with the consent of the Agent and the Lenders,
and the Agent shall have received copies of all documents and opinions as shall
be deemed necessary by it to establish the satisfaction of this condition.

       (e)    The Lenders shall have completed their review of the assets being
acquired (directly or indirectly) by the Company in the Acquisition, and shall
be satisfied in their sole discretion with the types and quality of the assets
being so acquired.

       (f)    The Agent and each Lender shall have received audited
consolidated financial statements of E.W. Blanch Holdings ("Blanch"), the
parent of Elite, for the fiscal year ended December 31, 1995 and unaudited
financial statements of Blanch for the nine-month period ended September 30,
1996, each of which shall be satisfactory in form and substance to the Agent
and each Lender.

       (g)    The Agent shall have received an opinion of counsel to the
Company and the parent, addressed to the Agent and the Lenders, in form and
substance satisfactory to it.

       SECTION 4.  Representations and Warranties.

       The Company hereby represents and warrants as of the date hereof and the
Amendment Effective Date that (i) the representations and warranties of the
Company





                                       4
<PAGE>   5
contained in the Loan Agreement are true and correct in all material respects
at and as of each such date (except to the extent such representations and
warranties expressly relate solely to an earlier date), provided that all
references in such representationS and warranties to the Loan Agreement shall
refer to the Loan Agreement as amended hereby, and (ii) after giving effect to
this Amendment there shall exist no Event of Default.

       SECTION 5.  Execution in Counterparts.

       This Amendment may be executed in any number of counterparts and by
different parties hereto on separate counterparts, each of which counterparts,
when so executed and delivered, shall be deemed to be an original and all of
which counterparts, taken together, shall constitute but one and the same
Amendment.

       SECTION 6.  Binding Effect.

       This Amendment shall be binding upon, and inure to the benefit of, the
parties hereto and their respective successors and assigns.

       SECTION 7.  Governing Law.

       This Amendment shall be governed by and construed in accordance with the
laws of the State of New York.

       SECTION 8.  Severability of Provisions.

       Any provision of this Amendment which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such provision
in any other jurisdiction.

       SECTION 9.  Captions.

       The captions in this Amendment are for convenience of reference only and
shall not define or limit any of the terms or provisions hereof.





                                       5
<PAGE>   6
       SECTION 10.  Amendment Effective Date.

       This Amendment shall be effective on the Amendment Effective Date.

       SECTION 11.  Loan Agreement to Remain in Full Force and Effect.

       Except as amended hereby, the Loan Agreement shall remain in full force
and effect and is hereby ratified, adopted and confirmed in all respects.  All
references in the Loan Agreement to "this Agreement", "hereunder", "hereof",
"herein", or words of like import, and all references to the Loan Agreement in
any other agreement or document, shall hereafter be deemed to refer to the
foregoing agreements as amended hereby.

       SECTION 12.  Consent of Parent.  Titan Holdings, Inc. hereby joins this
Amendment as a consenting party to the amendments effected to the Loan
Agreement hereby, and hereby ratifies and confirms that the Guarantee shall
apply to all obligations of the Company under the Loan Agreement as amended
hereby.





                                       6
<PAGE>   7
       IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.


                                            WESTCHESTER PREMIUM ACCEPTANCE
                                               CORPORATION

                                            By: /s/ MERLE HARRIS
                                               --------------------------------
                                            Title: Vice President



                                            DRESDNER BANK, AG, NEW YORK AND
                                            GRAND CAYMAN BRANCHES,
                                            as Agent and as a Bank


                                            By: /s/ THOMAS J. NADRAMIA
                                               --------------------------------
                                            Title: Vice President


                                            By: /s/ BRIGILLE SOCIR
                                               --------------------------------
                                            Title: Asst Treasurer



                                            BANK ONE TEXAS N.A.


                                            By: /s/ [ILLEGIBLE]
                                               --------------------------------
                                            Title: Senior Vice President


                                            NATIONSBANK OF TEXAS, N.A.


                                            By: /s/ RICHARD HOLT
                                               -------------------------------
                                            Title: Senior Vice President



                                            Consented and Agreed to:

                                            TITAN HOLDINGS, INC


                                            By: /s/ MIKE GRANDSTAFF
                                               --------------------------------
                                            Title: Sr. Vice President, CFO,
                                                   Treasurer





                                       7
<PAGE>   8
                                                                       Exhibit A




                                  ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES


       The Borrower represents and warrants to each Lender on the date hereof
and on each borrowing of a Loan that:

       SECTION 7.1   Organization, Powers, etc.  The Borrower and each of its
Subsidiaries is a corporation or partnership duly organized, validly existing
and in good standing under the laws of its jurisdiction of organization and is
duly qualified to do business as a foreign corporation in each other
jurisdiction in which the conduct of its business requires such qualification.
The Borrower, and each of its Subsidiaries, has all requisite power (corporate
or otherwise) and authority to conduct its business as contemplated to be
conducted, to own its properties and to execute, deliver, and perform all of
its obligations under this Agreement and the other Program Documents to which
it is a party.

       SECTION 7.2   Corporate Authority, etc.  The execution, delivery and
performance by the Borrower and each of its Subsidiaries of this Agreement and
the other Program Documents to which it is a party have been duly authorized by
all necessary action (corporate or otherwise), on its part and do not and will
not (i) violate any provision of any Applicable Law or of its certificate of
incorporation, by-laws, partnership agreement or certificate of limited
partnership, as the case may be, (ii) result in a breach of or constitute a
default under any indenture or loan or credit agreement or any other agreement,
lease or instrument to which it is a party or by which it or any of its
properties are bound, or (iii) result in, or require, the creation or
imposition of any mortgage, deed of trust, assignment, pledge, Lien, security
interest or other charge or encumbrance of any nature upon or with respect to
any of its properties except as otherwise provided by this Agreement and the
Security Agreement; nor is it in violation of any Applicable Law or in default
under any such indenture, agreement, lease or instrument.

       SECTION 7.3   Government Approvals.  No authorization, consent,
approval, license, exemption of or filing or registration with any Governmental
Authority or other Person, is or will be necessary to the valid execution,
delivery or performance by the Borrower and its




                                      1
<PAGE>   9
Subsidiaries of this Agreement and the other Program Documents to which each is
a party.

       SECTION 7.4   Government Regulation.  Each of the Borrower and each of
its Subsidiaries is not subject to regulation under the Investment Company Act
of 1940, as amended, or any other federal or state statute or regulation which
limits the ability of the Borrower and its Subsidiaries to incur indebtedness
or the ability of the Borrower and its Subsidiaries to consummate the
transactions contemplated by this Agreement and the other Program Documents.

       SECTION 7.5   Valid and Binding Obligations.  This Agreement and the
other Program Documents to which the Borrower and its Subsidiaries are parties
are the legal, valid and binding obligations of the Borrower and its
Subsidiaries, as the case may be, and are enforceable against the Borrower and
each Subsidiary in accordance with their terms.

       SECTION 7.6   Litigation.  There are no actions, suits or proceedings
pending or, to the knowledge of the Borrower, threatened against or affecting
the Borrower or any Subsidiary of the Borrower, the business or any property of
any of them, or involving the legality, validity or enforceability of any
Program Document at law or in equity before any Governmental Authority, which,
if adversely determined, could have a material adverse effect on the business,
operations, property or financial or other condition of the Borrower.

       SECTION 7.7   Use of Proceeds.  No part of the proceeds of any Loan will
be used to purchase or carry any "margin stock" (as defined in Federal Reserve
Regulation U) or to extend credit to others for such purpose.  Neither the
Borrower nor any of its Subsidiaries engages in, nor has as one of its
important activities, the business of extending credit for the purpose of
purchasing or carrying any margin stock.

       SECTION 7.8   Accuracy of Information.  All information, financial or
otherwise, written or verbal, furnished or to be furnished at any time by or on
behalf of the Borrower or any of its Subsidiaries, to any Lender is and will be
true, complete and accurate in all material respects as of its date, and does
not or will not contain




                                      2
<PAGE>   10
any untrue statement of a material fact or omit to state a material fact as of
such date.

       SECTION 7.9   Accuracy of Representations and Warranties. The
representations and warranties of the Borrower and each of its Subsidiaries
contained in each Program Document to which it is a party are and will be true
and correct as of the date given.

       SECTION 7.10  Financial Position.  (a) The consolidated balance sheets
of the Parent and its consolidated Subsidiaries as at December 31, 1995 and the
related statements of income and shareholders' equity of the Parent and its
consolidated Subsidiaries for the fiscal year then ended, audited by its
independent accountants, copies of which have been furnished to the Lenders,
present the consolidated financial position of the Parent and its consolidated
Subsidiaries as at such date and the consolidated results of the operations of
the Parent and its consolidated Subsidiaries for the period ended on such date,
all in accordance with GAAP; and

              (b) The unaudited balance sheet of the Borrower at December 31,
1995 and the related statement of income of the Borrower for the fiscal year
then ended, copies of which have been furnished to the Lenders, present the
financial position of the Borrower as at such date and the results of the
operations of the Borrower for the period ended on such date, all in accordance
with GAAP.

       SECTION 7.11  Pledge of Collateral.  The Collateral Agent on behalf of
each Lender, pursuant to the Security Agreement and the actions taken
thereunder, holds a valid, perfected and first priority security interest in
the Assigned Collateral free and clear of all Liens.

       SECTION 7.12  Title to Assigned Collateral.  The Borrower has legal
title to all of the Assigned Collateral owned by it on the date hereof, and
will have legal title to all assets included in the Assigned Collateral at any
time subsequent to the date hereof, free and clear of all Liens, except as
contemplated by the Security Agreement.

       SECTION 7.13  Tax Returns.  Except for taxes being contested in good
faith by appropriate proceedings diligently pursued and for which adequate
reserves have been established, the Borrower and each of its Subsidiaries (i)
has filed all federal tax returns and state tax returns





                                   3
<PAGE>   11
for the state in which it is organized and the state in which it has its
principal place of business, and all other state and local tax returns required
to be filed by it, and (ii) has not failed to pay any taxes, or interest and
penalties relating thereto, on or before the due dates thereof There are no
federal, state or local tax liabilities of the Borrower or any of its
Subsidiaries due or to become due for any tax year ended on or prior to the
date of execution of this Agreement relating to the Borrower, or any of its
Subsidiaries, whether incurred in respect of or measured by the income of the
Borrower or any of its Subsidiaries, which are required to be reflected in
accordance with GAAP in the financial statements delivered pursuant to Section
7.10 and have not been so reflected, and there are no claims pending, proposed
or, to the best of the Borrower's knowledge, threatened against the Borrower or
any of its Subsidiaries for past federal, state or local taxes, except those,
if any, as to which proper reserves in accordance with GAAP are reflected in
such financial statements.

       SECTION 7.14  ERISA.  Each Plan of the Borrower and each of its
Subsidiaries is in compliance with all of the applicable provisions of ERISA,
and each Plan intended to be qualified under Section 401(a) of the Code is so
qualified. No Plan of the Borrower or any of its subsidiaries has incurred an
"accumulated funding deficiency" (within the meaning of Section 302 of ERISA or
Section 412 of the Code) whether or not waived.  Neither the Borrower nor any
ERISA Affiliate (i) has incurred or expect to incur any liability under Title
IV of ERISA with respect to any Plan which could give rise to a Lien in favor
of the PBGC, other than liability for the payment of premiums, all of which
have been timely paid when due in accordance with Section 4007 of ERISA, (ii)
has incurred or expect to incur any withdrawal liability, within the meaning of
Section 4201 of ERISA, (iii) is subject to any Lien under Section 412(n) of the
Code or Sections 302(f) or 4068 of ERISA or arising out of any action brought
under Sections 4070 or 4301 of ERISA, or (iv) is required to provide security
to a Plan under Section 401(a) (29) of the Code.  The PBGC has not instituted
proceedings to terminate any Plan or to appoint a trustee or administrator of
any such Plan and no circumstances exist that constitute grounds under Section
4042 of ERISA to commence any such proceedIngs.

       SECTION 7.15  No Material Adverse Change.  Since September 30, 1996,
there has occurred no event which has or




                                      4
<PAGE>   12
had, or could have, a material adverse effect upon the business, properties,
liabilities, condition (financial or otherwise), results of operations or
prospects of the Borrower, the Parent, or their respective Subsidiaries or upon
the ability of the Borrower, the Parent or their respective Subsidiaries to
perform their respective obligations under this Agreement or the other Program
Documents to which any of them is a party or upon the ability of the Agent or
any Lender to enforce this Agreement or the other Program Documents.

       SECTION 7.16  Compliance with Laws.  Each of the Parent, the Borrower
and their respective Subsidiaries is in compliance in all material respects
with all Applicable Laws, except in each case where the failure to so comply
would not have a material adverse effect on the Borrower.

       SECTION 7.17  Chief Place of Business.  The chief place of business and
chief executive office of the Borrower and the office where the Borrower keeps
its records concerning the Receivables are located at San Antonio, Texas.

       SECTION 7.18 Lock-Box Banks; Lock-Box Accounts. The account numbers of
all the Lock-Boxes are specified in Schedule III hereto (or as shall have been
notified to Collateral Agent and each Lender pursuant to the Security
Agreement).

       SECTION 7.19  Franchises, Licenses.  The Borrower and its Subsidiaries
have all franchises, permits, licenses and other authority as are necessary to
enable them to conduct their respective businesses as currently being conducted
and as proposed to be conducted, and none of them is in default under any of
such franchises, permits, licenses or other authority.

       SECTION 7.20  No Default.  The Borrower and each of its Subsidiaries is
in compliance with all of the terms and provisions contained herein and in the
other Program Documents to which it is a party and no Default or Event of
Default has occurred and is continuing.

       SECTION 7.21  Capital Stock.  The Parent owns, beneficially and of
record, 100% of the issued and outstanding Capital Stock of the Borrower.  The
Borrower owns, directly or indirectly through Subsidiaries, beneficially and of
record, 100% of the issued and outstanding Capital Stock of each of its
subsidiaries.




                                      5
<PAGE>   13
       SECTION 7.22  Trade Names, etc.  Except as set forth on Schedule 7.22 to
this Agreement, neither the Borrower nor any of its Subsidiaries (a) conducts
or transacts, nor has it ever conducted or transacted, business in any
jurisdiction under any assumed name, fictitious name, trade name, alternate
corporate or partnership name or other like name (each a "Trade Name"), or (b)
has made any filing or application with or otherwise sought the approval of any
Governmental Authority with respect to the use by the Borrower or such
Subsidiaries of a Trade Name in any jurisdiction.  Neither the Borrower nor any
of its Subsidiaries has at any time (i) incurred any indebtedness under any
Trade Name, (ii) granted any security interest or permitted or suffered any
Lien to exist against the Borrower or any of its Subsidiaries or any portion of
its or any of its Subsidiaries' assets or property, whether real or personal
(including, without limitation, any of the Assigned Collateral) under any Trade
Name, (iii) executed or filed any financing statement as a debtor under the
Uniform Commercial Code as in effect in any jurisdiction under any Trade Name,
except pursuant to this Agreement or the Security Agreement, or (iv) had any
judgment entered or rendered against it under any Trade Name.


                                  ARTICLE VIII

                             AFFIRMATIVE COVENANTS

       The Borrower covenants and agrees with the Agent and each Lender that
from and after the Effective Date and so long as this Agreement shall remain in
effect or any Loans or any other amounts owing under this Agreement or any
Program Document shall be unpaid, it shall:

       SECTION 8.1   Payment of Taxes, etc.  Pay and discharge, and cause each
of its Subsidiaries to pay and discharge, all taxes imposed upon it or any such
Subsidiary or upon its or any such subsidiary's Income or profits, prior to the
date on which penalties attach thereto, and all lawful claims, which, if
unpaid, might become a Lien or charge upon any of its or any such subsidiary's
assets; provided, however, that neither the Borrower nor any of its
Subsidiaries shall be required to pay or discharge any taxes which are being
contested in good faith by appropriate proceedings diligently pursued and for
which adequate reserves have been established.




                                      6
<PAGE>   14
       SECTION 8.2 Preservation of Corporate Existence. Continue to, and cause
each of its Subsidiaries to continue to, engage in business of the same general
type as now conducted; preserve and maintain its existence in the jurisdiction
of its organization, and its rights, franchises and privileges material to the
conduct of its business as now being conducted; and qualify and remain
qualified as a foreign corporation or entity in each jurisdiction in which such
qualification is necessary in view of its business operations or the ownership
of its properties.

       SECTION 8.3   Compliance with Laws, etc.  Comply, and cause each of its
Subsidiaries to comply, with the requirements of all Applicable Laws of any
Governmental Authority.

       SECTION 8.4   Inspection Rights.  At any time and from time to time
during normal business hours permit, and cause its Subsidiaries to permit, the
Lenders or any agents or representatives thereof, to examine and make copies of
the Finance Contracts and all records and books of account related to the
Assigned Collateral and the transactions contemplated by the Program Documents
and to visit its properties, and to discuss its affairs, finances and accounts
with any of its, or any its Subsidiaries', authorized agents or officers.

       SECTION 8.5   Maintenance of Approvals, Filings and Registrations.  At
all times maintain in effect, renew and comply with, and cause each of its
Subsidiaries to maintain in effect, renew and comply with, all the terms and
conditions of all consents, licenses, approvals and authorizations as may be
necessary or appropriate under any Applicable Law (i) for the execution,
delivery and performance of the Program Documents, (ii) to make the Program
Documents legal, valid, binding and enforceable against the Borrower and each
of its Subsidiaries, and (iii) to conduct its business.

       SECTION 8.6   Reporting Requirements.  Furnish or cause to be furnished
to the Agent with sufficient copies for each Lender:

              (a)    (1) as soon as available, but, in any event not later than
       ninety (90) days after the end of each fiscal year of the Parent, a copy
       of the annual audited consolidated financial statements for the Parent
       and its Subsidiaries for such year, including therein the consolidated
       balance sheets of the Parent and its




                                      7
<PAGE>   15
       Subsidiaries as at the end of such year and the related consolidated
       statements of income and cash flows of the Parent and its Subsidiaries
       for such year, or statements providing substantially similar
       information, in each case certified without qualification by an
       independent public accountant of recognized national standing as fairly
       representing the financial position and results of operation of the
       Parent and its Subsidiaries as at and for the year ending on its date
       and having been prepared in accordance with GAAP; and

                     (2)    as soon as available, but, in any event not later
       than ninety (90) days after the end of each fiscal year of the Borrower,
       the unaudited consolidated and consolidating balance sheets of the
       Borrower and each of its Subsidiaries as at the end of such year and the
       related unaudited consolidated and consolidating statements of income
       and cash flows of the Borrower and each of its subsidiaries for such
       year, or statements providing substantially similar information,
       certified by the chief financial officer of the Borrower as fairly
       presenting the financial position and the results of operations of the
       Borrower and each of its subsidiaries as at and for the year ending on
       its date and as having been prepared in accordance with GAAP;

              (b)    (1) as soon as available, but in any event not later than
       forty-five (45) days after the end of each of the first three quarterly
       periods of each fiscal year of the Parent, the unaudited consolidated
       balance sheets of the Parent and its Subsidiaries as at the end of each
       such quarter and the related unaudited consolidated statements of income
       and cash flows of the Parent and its Subsidiaries for such quarter and
       the portion of the fiscal year through such date, certified by a
       responsible officer of the Parent as fairly presenting the financial
       position and the results of operations of the Parent and its
       Subsidiaries in all material respects as at and for the quarter ending
       on its date and as having been prepared in accordance with GAAP (subject
       to normal year-end audit adjustments); and

                     (2)    as soon as available, but in any event not later
       than forty-five (45) days after the end of each of the first three
       quarterly periods of each fiscal year of the Borrower, the unaudited
       consolidated and




                                      8
<PAGE>   16
       consolidating balance sheets of the Borrower and each of its
       Subsidiaries as at the end of each such quarter and the related
       unaudited consolidated and consolidating statements of income and cash
       flows of the Borrower and each of its Subsidiaries for such quarter and
       the portion of the fiscal year through such date, certified by a
       responsible officer of the Borrower as fairly presenting the financial
       position and the results of operations of the Borrower and each of its
       Subsidiaries as at and for the quarter ending on its date and as having
       been prepared in accordance with GAAP (subject to normal year-end audit
       adjustments);

              (c)    concurrently with the delivery of the financial statements
       referred to in Sections 8.6(a) and (b) above, a certificate of a duly
       authorized officer of the Borrower stating that such officer has
       reviewed the terms of this Agreement and the other Program Documents to
       which the Borrower is a party and has made, or caused to be made under
       his supervision, a review in reasonable detail of the transactions and
       condition of the Borrower during the accounting period covered by such
       financial statements and that such review has not disclosed the
       existence during or at the end of such accounting period, and that such
       officer does not have knowledge of the existence as at the date of such
       certificate, of any Default or Event of Default except as specified in
       such certificate;

              (d)    promptly and in any event within five (5) Business Days
       after the same are publicly available, copies of all regular and
       periodic financial information, proxy materials and other information
       and reports, if any, which the Parent, the Borrower or any of their
       respective Subsidiaries shall file with the Securities and Exchange
       Commission or any securities exchange;

              (e)    within fifteen calendar days after each calendar month and
       at such other times as any Lender may require, a Monthly Report prepared
       by the Borrower as of such calendar month, or at such time as any Lender
       may require, as the case may be; and

              (f)    such other information respecting the Receivables as the
       Lenders may from time to time request, and such other information with
       respect to the business, condition or operations of the Borrower, the




                                      9
<PAGE>   17
       Parent or any of their respective Subsidiaries, financial or otherwise,
       as any Lender may from time to time reasonably request.

       SECTION 8.7 Performance of Agreements.  Duly and punctually pay and
perform each of its obligations under this Agreement and the other Program
Documents.

       SECTION 8.8 Notices.  Promptly give notice to the Agent and each Lender:

       (a)    of the occurrence of any Default or Event of Default;

       (b)    of any (i) default or event of default under any contractual
obligation of the Borrower, the Parent or any of their respective Subsidiaries
or (ii) litigation, investigation or proceeding to which the Parent, the
Borrowers or any of their respective Subsidiaries is a party, including any
which may exist at any time between the Parent or any of its Subsidiaries and
any Governmental Authority, which in either case, if not cured or if adversely
determined, as the case may be, could have a material adverse effect on the
business, operations, property or financial or other condition of the Borrower
or the Parent or any of their respective Subsidiaries;

       (c)    of the occurrence of any event which could have a material
adverse effect upon the business, properties, liabilities, condition (financial
or otherwise), results of operations or prospects of the Borrower, the Parent
or any of their respective Subsidiaries, or upon the ability of the Borrower,
the Parent or any of their respective Subsidiaries to perform its respective
obligations under this Agreement or any other Program Document to which it is a
party;

       (d)    of any change to the Borrower's Credit and Collection Policies
with respect to or affecting a material amount of the Eligible Receivables;

       (e)    of any notification, whether written or oral, made or caused to
be made by the Borrower or any of its Subsidiaries to any Obligor affecting the
instructions to such Obligor with respect to the address to which such Obligor
is to send, or place where such Obligor is to make, any payment to be made in
respect of the Receivables; and





                                       10
<PAGE>   18
       (f)    of any notification, whether written or oral, made or caused to
be made by the Borrower or any of its Subsidiaries to any Obligor affecting the
instructions to such Obligor with respect to any matter (other than such matter
specified in (e) above) regarding any payment to be made in respect of a
material amount of the Receivables.

Each notice pursuant to this subsection shall be accompanied by a statement of
a responsible officer setting forth details of the occurrence referred to
therein and stating what action are being taken with respect thereto.

       SECTION 8.9   Compliance with Policies and Contracts.  Comply, and cause
its Subsidiaries to comply, in all material respects with its Credit and
Collection Policies in regard to each Eligible Receivable and each Finance
Contract related to such Eligible Receivable.

       SECTION 8.10  Instructions to Obligors.  Instructs and cause each of its
Subsidiaries to instruct, all Obligors to cause all amounts to be paid by any
Person in respect of any Eligible Receivable created after the Effective Date
to be deposited directly into a Lock-Box maintained under the Lock-Box
Agreement

       SECTION 8.11  Books and Records.  Keep, and cause its Subsidiaries to
keep, adequate records and books of account, in which complete entries are to
be made reflecting their respective businesses and financial transactions in
respect of the Assigned Collateral and their respective performance under the
Program Documents, such entries to be made in accordance with GAAP as in effect
in the United States consistently applied in the case of financial transactions
or as otherwise required by Applicable Laws.

       SECTION 8.12  Further Assurances.  As from time to time requested by the
Agent or any Lender, at the cost and expense of the Borrower, execute and
deliver, and cause each Subsidiary to execute and deliver, to the Agent and
each Lender all such documents and instruments and do all such other acts and
things as may be reasonably required to enable the Agent and each Lender to
exercise and enforce its rights under this Agreement, and record and file and
re-record and re-file all such documents and instruments, at such time or times,
in such manner and at such place or places, all as may be necessary or
desirable to validate, preserve and protect the position of the Agent or each
Lender under the Program Documents.  The Agent and each





                                       11
<PAGE>   19
Lender may, upon any extension of this Agreement, request an opinion of
counsel, selected by the Borrower, and approved by the Agent and the Lenders,
with respect to action required to be taken for the protection of the rights of
the Agent and the Lenders hereunder and under the other Program Documents.

       SECTION 8.13  Other Agreements.  Comply, and cause each of its
Subsidiaries to comply, in all respects with all indentures, loan or credit
agreements and any other agreement, lease or instrument to which the Borrower
or any such Subsidiary is a party.

       SECTION 8.14. Audits.  The Borrower shall at the request of the Agent,
at its expense, promptly cause an accounting firm or other firm selected by the
Borrower and reasonably satisfactory to the Majority Lenders to enter the
premises of the Borrower and each of its Subsidiaries and examine and audit the
books, records and accounts relating to the Assigned Collateral and the
Borrower's and each of its Subsidiaries' performance under the Program
Documents, as it relates to the Assigned Collateral, permit such accounting
firm to discuss the Borrower's and each of its Subsidiaries' affairs, finances,
accounts and performance under the Program Documents with the Borrower's and
each of its Subsidiaries' officers, partners, employees and accountants, cause
such firm to provide the Lenders with a certified report in respect of the
foregoing, which shall be in form and scope reasonably satisfactory to Lenders,
and authorize such accounting farm to discuss such affairs, finances, records
and accounts with representatives of the Agent and the Lenders; provided,
however, that for so long no Default or Event of Default shall be continuing,
the Agent shall not request more than four such audits In any calendar year.


                                   ARTICLE IX

                               NEGATIVE COVENANTS

       The Borrower covenants and agrees with the Agent and each Lender that,
from and after the Effective Date and so long as this Agreement shall remain in
effect or Loans or any other amounts owing under this Agreement or any other
Program Documents shall be unpaid, it shall not, directly or indirectly:





                                       12
<PAGE>   20
       SECTION 9.1   Use of Proceeds.  Use the proceeds of the Loans for any
purpose other than to pay fees and transaction expenses incurred in connection
with the transactions contemplated by the Program Documents and provide funds
for general corporate purposes in accordance with the terms of this Agreement.

       SECTION 9.2   Amendments.  Amend, or consent to any amendment, waiver,
supplement or modification of any term or condition of any Receivable, any
Finance Agreement related thereto, or any Lock-Box Agreement in any way that
could materially adversely affect the rights of the Agent or Lenders, or permit
any of its Subsidiaries to do any of the foregoing.

       SECTION 9.3   Maximum Credits Outstanding.  Permit the aggregate
principal amount of outstanding Loans to exceed the lesser of (A) the Borrowing
Base and (B) the Total Commitment.

       SECTION 9.4   Prohibition of Fundamental Changes. Wind-up, liquidate or
dissolve its affairs or enter into any transaction of merger or consolidation,
or convey, sell, lease or otherwise dispose of (or agree to do any of the
foregoing at any future time), whether in one or a series of transactions, all
or substantially all of its assets, or permit any of its Subsidiaries to do any
of the foregoing.

       SECTION 9.5   Business.  Make any change in the character of its
business or operations which could impair the collectibility of any Eligible
Receivable or adversely affect the rights and remedies of the Agent or the
Lenders under the Program Documents, or permit any of its Subsidiaries to do
any of the foregoing.

       SECTION 9.6   No Commingling.  Deposit or otherwise credit, or cause or
permit to be so deposited or credited, to any Lock-Box cash or cash proceeds
other than payments made by a Person in respect of Assigned Collateral.

       SECTION 9.7   Chief Place of Business.  The Borrower will not, and will
not permit any of its Subsidiaries to, move its chief executive office or the
place where it maintains the Finance Contracts and other books and records
relating to the Assigned Collateral from the location specified in Section 7.17
or move unless (i) the Borrower or such Subsidiary shall have given to the
Lenders, not less than 45 days prior written notice of its intention to do so,





                                       13
<PAGE>   21
clearly describing the new location, and (ii) the Borrower or such Subsidiary
shall have taken such action, satisfactory to the Agent and the Lenders, to
maintain the security interest of the Agent and the Lenders in the Assigned
Collateral at all times fully perfected and in full force and effect.

       SECTION 9.8.  Liens.  The Borrower will not, and will not permit any of
its Subsidiaries to, contract for, create, incur, assume or suffer to exist any
Lien, security interest, charge or other encumbrance of any nature upon any of
the Assigned Collateral, except in respect of the Existing Agreement and as
provided for in the Security Agreement.

       SECTION 9.9.  Changes to Credit and Collection Policies.  The Borrower
shall not change its Credit and Collection Policies in any manner which could
materially adversely affect the collectibility of the Eligible Receivables.


                                   ARTICLE X

                               EVENTS OF DEFAULT

       SECTION 10.1  Events of Default.  In case of the happening of any of the
following events (herein sometimes called "Events of Default")

              (a)    the principal amount of any Loan or any Note, any interest
       payable thereon, the Commitment Fee or any other fees or expenses
       related to this Agreement or the transactions contemplated hereby or any
       other amount payable under this Agreement shall not be paid in full on
       the date due and payable and, in the case of a default in the payment of
       interest, Commitment Fee or any other fees and expenses, such default
       shall continue unremedied for a period of five days; or

              (b)    any representation or warranty made or deemed to be made
       or reaffirmed by the Borrower, the Parent, their respective Subsidiaries
       or any other Person herein or in any Program Document, certificate,
       agreement, instrument or statement contemplated by or made or delivered
       pursuant to or in connection herewith, shall prove to have been
       incorrect when made or deemed made; or





                                     14
<PAGE>   22
              (c)    (i) the Borrower or any of its Subsidiaries shall fail to
       perform or observe any term, covenant or agreement contained in Article
       IX of this Agreement, or (ii) the Borrower, the Parent or any of their
       respective Subsidiaries shall fail to perform or observe any other term,
       covenant or agreement contained in this Agreement or any other Program
       Document and not otherwise constituting an Event of Default hereunder,
       and such default shall continue unremedied for a period of 30 days; or

              (d)    any Program Document shall, at any time after its
       execution and delivery, for any reason cease to be in full force and
       effect (unless such occurrence is in accordance with its terms or after
       payment thereof) or shall be declared to be null and void or the
       validity or enforceability thereof shall be contested by the Borrower,
       the Parent or any of their respective Subsidiaries, or the Borrower, the
       Parent or any of their respective Subsidiaries shall deny that it has
       any or further liability or obligation thereunder; or

              (e)    the Borrower or any of its Subsidiaries, the Parent, Titan
       Indemnity Company or Titan Insurance Company shall (i) apply for or
       consent to the appointment of, or the taking of possession by, a
       receiver, custodian, trustee or liquidator of itself or of all or a
       substantial part of its property, (ii) admit in writing its inability,
       or be generally unable, to pay its debts as they become due, (iii) make
       a general assignment for the benefit of its creditors, (iv) commence a
       voluntary case under the Federal Bankruptcy Code (as now or hereafter in
       effect), (v) be adjudicated a bankrupt or insolvent, (vi) commence a
       voluntary case under, or file a petition seeking to take advantage, of
       any other law relating to bankruptcy, insolvency, reorganization,
       winding-up or composition or adjustment of debts, (vii) fail to
       controvert in a timely and appropriate manner, or acquiesce in writing
       to, any allegations, or any petition filed, against it in an involuntary
       case under such Federal Bankruptcy Code or other law, or (viii) take any
       corporate action for the purpose of effecting any of the foregoing; or

              (f)    a proceeding or case shall be commenced without the
       application or consent of the Borrower or any of its Subsidiaries, the
       Parent, Titan Indemnity





                                       15
<PAGE>   23
       Company or Titan Insurance Company of any of them in any court of
       competent jurisdiction, seeking (i) the liquidation, reorganization,
       dissolution or winding-up, or the composition or readjustment of debts,
       of any of them, (ii) the appointment of a trustee, receiver, custodian,
       liquidator, supervisor or the like of any of them or of all or any
       substantial part of their respective assets or (iii) similar relief in
       respect of any of them under any law relating to bankruptcy, insolvency,
       reorganization, winding-up or composition or adjustment of debts, and
       such proceeding or case shall continue undismissed or an order, judgment
       or decree approving or ordering any of the foregoing shall be entered
       and continue unstayed and in effect, for a period of sixty consecutive
       days, or an order for relief against any of them shall be entered in an
       involuntary case under the Federal Bankruptcy Code (as now or hereafter
       in effect); or any judgment, writ, warrant of attachment or execution or
       similar process shall be issued or levied in respect of an obligation
       (alleged or otherwise) of the Borrower or any of its Subsidiaries, the
       Parent, Titan Indemnity Company or Titan Insurance Company against a
       substantial part of its respective properties and such judgment, writ,
       or similar process shall not be released, vacated, stayed or fully
       bonded within thirty days after its issue or levy; or

              (g)    the Borrower, the Parent or any of their respective
       Subsidiaries shall fail to pay when due any amount in respect of any in
       excess of $500,000 in the aggregate for money borrowed or for the
       deferred purchase price of property created, issued, guaranteed,
       incurred or assumed by such Person or any other event shall occur or any
       condition shall exist in respect of any such the effect of which is to
       cause (or permit any holder thereof or a trustee to cause), without
       giving effect to the giving of notice or the lapse of time, or both,
       such to become due prior to its stated maturity; or

              (h)    the Parent shall not directly or indirectly own 100% of
       all of the outstanding Capital Stock of the Borrower, or the Borrower
       shall not, directly or indirectly, own 100% of all of the outstanding
       Capital Stock of its subsidiaries; or

              (i)    the occurrence of and continuation of an Event of Default
       as defined in the Titan Credit Agreement; or




                                     16
<PAGE>   24
              (j)    the lien of the Security Agreement in favor of the
       Collateral Agent shall cease to be a valid assignment of, and valid and
       perfected first priority lien upon and security interest in, the
       Assigned Collateral, as security for the repayment of the Borrower's
       Obligations, or such lien shall cease to be valid as against creditors
       of the Borrower; or

              (k)    a final judgment or judgments for the payment of money in
       excess of $500,000 in the aggregate shall be rendered by a court or
       courts against the Borrower, the Parent or any of their respective
       Subsidiaries, (exclusive of any judgment amount fully covered by
       insurance where the insurer has admitted liability in respect of such
       judgment amount), and the same shall not be discharged (or provision
       shall not be made for such discharge), or a stay of execution thereof
       shall not be procured, within thirty (30) days from the date of entry
       thereof; or

              (l)    a Termination Event shall have occurred with respect to a
       Plan, resulting in the imposition of liability against the Borrower, the
       Parent, or any of their respective Subsidiaries; or

              (m)    the Guarantee shall cease to be in full force and effect
       or the Parent shall so assert;

then, at any time after the occurrence of such event, the Majority Lenders may
direct the Agent to take one or more of the following actions: (i) direct the
Agent to give notice (which may be telephone notice confirmed in writing) to
the Borrower of the occurrence of an Event of Default, and the date of the
giving of such notice shall become the Credit Expiration Date and each Lender's
obligation to make Loans shall be terminated; (ii) direct the Agent to, by
notice to the Borrower (except that in the case of the occurrence of any Event
of Default described in Section 10.1(e) or 10.1(f), no such notice shall be
required and such termination and acceleration shall be automatic) declare the
unpaid principal amount and interest under the Notes, the Loans and all other
amounts payable to the Lenders and the Agent by the Borrower hereunder to be
forthwith due and payable, whereupon such amounts shall become forthwith due
and payable, both as to principal and interest, without presentment, demand,
protest or any other notice of any kind, all of which are hereby expressly
waived, anything




                                     17
<PAGE>   25
contained herein or in any Note to the contrary notwithstanding; (iii) as
permitted by the Security Agreement, direct the Collateral Agent to deliver a
Lock-Box Notice to the Lock-Box Bank and/or direct to Collateral Agent to
require that all amounts payable by the Borrower and the Parent in respect of
the Borrower's Obligations be remitted directly to the Collateral Account; and
(iv) any and all other and further acts and actions which the Agent or the
Lenders may take pursuant to the Security Agreement or under the UCC or other
Applicable Law.




                                     18
<PAGE>   26
                                                                  EXHIBIT B

                       [ELITE PREMIUM FINANCE LTD LOGO]


                P.O. BOX 47533, SAN ANTONIO, TEXAS 78265-8020
                  PHONE (210) 734-1560 -- FAX (210) 734-1532


          PREMIUM FINANCE AGREEMENT -- TRUTH IN LENDING DISCLOSURES


Note No.                  Quote No.                     Producer No.
        ----------------           --------------------             ------------


Insured Name                            Agent Name
SS/Tax ID #         Tel #               Tel #                   Fax #
Address                                 Address
City             State     Zip          City             State     Zip






<TABLE>
<CAPTION>
                                                       SCHEDULE OF POLICIES
-----------------------------------------------------------------------------------------------------------------------------------
<S>                <C>            <C>             <C>                                          <C>       <C>     <C>        <C>
                                                  (1) Full Name of Insurance Company and
Policy Prefix                                         Branch Office Address                   Policy   Policy   Taxes
& Number           Eff. Date      FUND            (2) Name & Address of General Agent          Type     Term    & Fees     Premium
-----------------------------------------------------------------------------------------------------------------------------------




-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                         TRUTH IN LENDING DISCLOSURES -- PAYMENT SCHEDULE
-----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>               <C>                   <C>                     <C>                     <C>
1. TOTAL PREMIUMS       2. CASH DOWN      3. AMOUNT FINANCED    4. FINANCE CHARGE       5. TOTAL OF PAYMENTS    6. DEFERRED
                           PAYMENT       The amount of credit   (incl. Initial Service   The amount you will     PAYMENT PRICE
                                          provided to you on     Charge) The dollar      have paid after you
                                            your  behalf.         amount the credit        have made the
                                                                  will cost you.          scheduled payments.

-----------------------------------------------------------------------------------------------------------------------------------
    ANNUAL             INITIAL SERVICE       NUMBER OF               AMOUNT OF                 PAYMENT              FIRST
PERCENTAGE RATE            CHARGE            PAYMENTS              EACH PAYMENT                DUE DATE           PAYMENT DUE
The cost of your      (incl. in finance
credit as a yearly         charge)
    rate.
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



SECURITY: You are giving a security interest in unearned premiums and loss
payments on the insurance policy being purchased.
LATE CHARGE. If any portion of a payment is late 10 days or more, you will be
charged 5 cents for each $1.000 of the original payment amount.
PREPAYMENT. If you pay off early, you may be entitled to a refund of part of the
finance charge, but on loans of $100 or less you will not be entitled to a
refund of any part of the finance charge.
ANY MONEY RECEIVED AFTER NOTICE OF CANCELLATION HAS BEEN SENT SHALL BE APPLIED
TO THE OUTSTANDING INDEBTEDNESS OF THE NOTE BALANCE AND SHALL NOT BE CONSTRUED
AS A REINSTATEMENT OF THE INSURANCE POLICY.
See your agreement provisions for any additional information about nonpayment,
default, any required repayment in full before the scheduled date, and
prepayment refunds and penalties.

                               POWER OF ATTORNEY

In the event of default by insured and the failure of insured to cure default,
after receiving notice as required by State Law, Insured hereby appoints Elite
Premium Finance, Ltd. (herein referred to as EPF) as its attorney-in-fact to
cancel all of the aforementioned policies, and to receive and receipt for any
unearned or return premium, and either to execute any check or draft therefore
in insured's name or to direct the insurance company/ies to make said check or
draft payable to EPF. NOTICE TO INSURED: 1) Read this agreement, including the
writing on the reverse side (or second page) before you sign, even if advised
otherwise. 2) Do not sign this agreement if it contains blank spaces. 3) If more
than one insured, the party signing hereto, represents that all insureds have
authorized this transaction. WHERE REQUIRED BY STATE LAW, ALL INSUREDS
DESIGNATED IN THE POLICIES MUST SIGN. If insured is a corporation, an authorized
officer must sign. 4) Warrants that if signed by the agent or broker on behalf
of the insured, that they have authorized the agent to sign the agreement on
their behalf and received a copy thereof. 5) You are entitled to a completely
filed-in copy of the agreement at the time you sign. Keep your copy of this
agreement to protect your legal rights. 6) Under the law, you have the right to
pay off in advance the full amount due and under certain conditions to obtain a
partial refund of the service charge. After applying any sums received from an
insurance company to the unpaid balance of the total of payments, the surplus,
if any, shall be paid to the insured. If there remains a balance due, the
insured must pay that amount to EPF.

Date                By  X
    --------------      ----------------------  --------------------------------
                        Signature of Insured           Type or print name
                        or Broker on Insured's
                        Behalf

NOTICE: DO NOT SIGN THIS AGREEMENT BEFORE YOU READ THE WRITING ON THE REVERSE
SIDE (or second page) EVEN IF OTHERWISE ADVISED.

                           PRODUCER REPRESENTATIONS

The undersigned warrants that the insured has received a copy of this
Agreement, that the scheduled policies are in full force and effect and the
premiums and all other dates indicated therefore is correct. The undersigned
recognizes the interests assigned herein and represents that the Insured has
authorized this transaction and that the undersigned agent or broker has been
authorized by the undersigned and agrees to pay unearned commissions to EPF and
unearned premiums when credited.

The undersigned further warrants that ALL COPIES of the "ADDITIONAL
REPRESENTATIONS" portions found on the reverse side of this Agreement has been
completed.

Date                By  X
    --------------      ----------------------  --------------------------------
                        Signature of Producer          Type or print name

1053-E (Rev. 10/95)

Please return signed                                    Pink - Producer Copy

<PAGE>   27
             REMAINING PROVISIONS OF YOUR PREMIUM FINANCE AGREEMENT

PREPAYMENT:   Insured shall have the right at any time to prepay this note in
full or any one or more installments thereof without penalty, and upon
prepayment in full shall receive a refund of the unearned finance charge
computed according to the sum of the periodic balances method, but on loans
$100 or less no portion of any acquisition charge shall be refunded. If such
prepayment in full occurs before the 1st installment due date Lender shall
retain for each elapsed day from the date the finance charge accrues 1/30th of
the portion of the finance charge which could be retained if the 1st
installment period were 1 month and the loan were prepaid in full on the 1st
installment period due date and the finance charge in excess of such amount
shall be refunded to Insured. No refund of less than $1.00 shall be made.

Cancellation: If Insured fails to make the payments at the time and in the
amount provided or there is any other default under the terms of the Agreement
Lender may cancel the insurance policy(ies) as hereinafter provided. Before
such cancellation occurs, Lender shall first mail a written notice to Insured
of the intent of Lender to cancel the policy(ies) unless the default is cured
within 10 days after the date the written notice is mailed. A copy of such
notice of intent to cancel shall also be mailed to the insurance producer.
After the expiration of the 10 day period given to cure the default, Lender may
cancel the insurance policy(ies) by mailing a notice of cancellation to the
Insurance company and the insurance policy(ies) shall be cancelled as if the
notice of cancellation had been submitted by Insured. Copies of such notice of
cancellation shall also be mailed to Insured at Insured's last known address
and to the insurance producer. When any such insurance policy(ies) is
cancelled, Lender shall receive the return of unearned premiums and loss
payments and credit such amounts on the unpaid balance of this loan and any
surplus of $1.00 or more shall be refunded to Insured. This Agreement, and any
payments hereunder by Insured to Lender, are subject to a security interest
granted by Lender to a financial Institution.

MANNER AND Application OF PAYMENTS: All payments made on this Agreement shall
be credited, to the extent of the amount thereof, in the following manner, (i)
first, against the amount of accrued but unpaid finance charges and all
collectable charges incurred as of the date of such payment; (ii) second,
against all principal due and owing on the Agreement as of the date of such
payment; and (iii) third, as a prepayment of principal not yet due and owing
under the Agreement.

DEFAULT CHARGES.  When any portion of a scheduled installment becomes
delinquent 10 days or more, the sum or 5 for each $1,00 of the original
installment may be assessed and collected as an additional charge.

ACCELERATION: Lender, upon Insured's default in any payment or upon any other
act of default under this Agreement is authorized to accelerate and declare due
and payable the entire unpaid balance of this note, less unearned finance
charges. An increase of any premium under any policy listed in this Agreement
and the failure to pay such increased premium within thirty (30) days or
notification of the Insured also constitutes default and may result in
acceleration of the unpaid balance by Lender. Other acts of default for which
the unpaid balance may be accelerated include any check given by Insured for
the down payment or any future payment due under this Agreement which is not
honored when presented in the bank on which drawn, failure of Insured to comply
with any provision of this Agreement, any proceeding in bankruptcy,
receivership, or insolvency being instituted by or against Insured, or if any
insurance company issuing an insurance policy referred to becomes insolvent,
suspends business, or ceases to be qualified to do business. After maturity,
the finance charge shall be computed at the highest rate permitted by
applicable law. Insured hereby waives presentment, protest, and notice of
dishonor.

AMENDMENT: Should additional premium be due as a result of changes in Insured's
policy(ies) or adjustments of the rate classification, Insured hereby grants
Lender the authority to pay the additional premium and to amend this Agreement
accordingly. Such additions shall be accomplished by Lender furnishing Insured
and Insured's producer with a written memorandum of Agreement prior to the 1st
scheduled payment date of the amended transaction.

SECURITY: Until Lender has been paid the full amount owing under this and any
other note between Lender and Insured, Insured hereby (a) grants Lender a
security interest in unearned premiums which may become payable under any and
all policy(ies) and in loss payments or credits under said policy(ies) between
Insured and Lender subject, however, to any mortgagee or loss payee interest;
and Lender shall have the right to offset any amounts due to Lender under any
notes between Lender and Insured with any credit due to Insured under any other
notes; and (b) irrevocably appoints Lender to be Insured's attorney-in-fact
with full power and sole authority to sign or otherwise execute any and all
policies, papers, lost policy releases, and notices necessary to effect
cancellation of the policy(ies) herein described and to collect and receive
unearned premiums which may become payable under said policy(ies).

LENDER'S & AGENT'S STATUS: It is agreed that Lender is not acting as an
insurance carrier, agent or broker and shall have no liability as such. Insured
understands and agrees that Insured's insurance agent or broker is not the
agent of Lender, that the insurance agent has no power of authority to make
agreements or enter into contracts for Lender, and that this Agreement has no
force or effect until accepted in writing by Lender.

NOTIFICATION OF INSURANCE COMPANIES: Insured authorizes Lender, at its option,
to notify any and all insurance companies issuing insurance policies covered by
this Agreement of the terms of this Agreement, and Insured directs said
insurance companies to honor all provisions of this Agreement.

TEXAS LAW TO GOVERN/VENUE IN BEXAR COUNTY/REASONABLE ATTORNEYS' FEES: Insured
and Lender agree that this Agreement is made subject to and shall be governed
by and construed under the applicable laws of the State of Texas and the United
States, and any provision of this Agreement contrary to such laws shall be
ineffective without invalidating the remaining provisions. Venue for the
enforcement or construction of this Agreement shall lie in Bexar County, Texas.
Insured agrees to pay all reasonable costs and expenses of collection,
including reasonable attorneys' fees, if such obligations are collected by or
through an attorney at law. Under no circumstances shall Insured have to pay
more interest than is allowed under applicable law for this type of loan, and
if Lender inadvertently contracts for charges, or receives more interest than
is allowed, Lender will either refund the excess to Insured or apply it to the
unpaid balance of the loan.

ASSIGNMENT. Insured warrants that the insurance policy(ies) set forth, or a
binder for such policy(ies) has been issued to Insured and is in full force and
effect, and that there has been no assignment of any interest in the insurance
policy(ies) except for the assignment to Lender provided herein, and except for
the interests of mortgagees and loss payees, without the written consent of
Lender, but if much approved assignment by Insured is made, this Agreement
shall inure to the benefit of and be binding on such assignee. Insured agrees
that Lender may assign this Agreement, and in such event this Agreement shall
inure to the benefit of and be binding on such assignee.

Insured further agrees that all terms, conditions and provisions of this
premium finance agreement will apply to any rewrite with or without lapse or
renewal of the original policies reflected herein. In the event of cancellation
it is understood and agreed that any loan balance remaining after all unearned
premiums have been applied is the responsibility of the Insured and will be
paid promptly upon notification of the exact balance due.

                           ADDITIONAL REPRESENTATIONS

1.     No audit or reporting form policies or policies subject to retrospective
       rating or to minimum earned premium are included in this Agreement
       except as indicated: ____________________________________________________

2.     If audit or reporting form policies or policies subject to retrospective
       rating are included in this Agreement, the deposit or provisional
       premiums are not less than the anticipated premiums to be earned for the
       full term of the policies.

3.     If any policy is subject to a minimum earned premium, the minimum earned
       premium is $__________.

4.     None of the policies contain provisions which prohibit cancellation
       within 10 days either by the insured or by the company except as
       indicated: ______________________________.

5.     Unearned premiums on the scheduled policies are computed by the standard
       short rate or pro rata table, except as indicated: ____________________

6.     We have notified EPF of any policies that are subject to the policy
       premium being fully earned in the event of loss, and we have notified
       the insurer and the insured that EPF is to be named as a loss payee on
       any such policies.

7.     We are the authorized policy issuing agent of the Insurance companies
       placing the coverage directly with the Insurance company of all
       aforementioned policies except ______________ written
       through:___________