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                        INSpire Insurance Solutions, Inc.

                                License Agreement

This License Agreement is made this 31st day of December, 1998 (the "Effective
Date") by and between INSPIRE INSURANCE SOLUTIONS, INC., a Texas corporation
having its principal place of business located at 300 Burnett Street, Fort
Worth, Texas, 76102, ("INSpire"), and Philadelphia Consolidated Holding Corp.
and all of its subsidiaries, including, but not limited to, Philadelphia
Insurance Company of One Bala Plaza, Ste. 100, Bala Cynwyd, Pennsylvania, 19004,
(collectively, "Client").

WHEREAS, Client has been using certain software licensed by Inspire on a trial
basis and now desires to acquire such software, in addition to other software,
under a perpetual license; and

WHEREAS, Inspire desires to license such software to Client and provide Client
with (i) related implementation services pursuant to an Implementation Support
schedule attached hereto; and (ii) support and maintenance services pursuant to
a System Maintenance schedule which is also attached hereto;

NOW, THEREFORE, in consideration of the mutual promises herein contained, and
intending to be legally bound hereby, the parties hereto agree as follows:

1.    INSpire grants to Client, and Client accepts, subject to all the terms and
      conditions of this Agreement, a non-exclusive, non-transferable (except as
      permitted under Section 3), perpetual License to use a property and
      casualty information processing system (the "System"). The System consists
      of certain computer software as more fully described in Schedule 6 of this
      Agreement and the documents specified in Schedule 4 (collectively such
      documents are hereinafter referred to as the "System Specifications").

2.    Attached hereto are Schedules 1 through 8. Such schedules are incorporated
      herein by reference as if set forth in full (except for Schedule 8), and
      both parties expressly agree to be bound by them.

3.    The License granted hereunder is limited to use of the System by the
      Client for processing its data and files at any of Client's locations and
      on any type of network, including, but not limited to, a wide area network
      configuration which connects Client's locations to the System via remote
      access modems.

      The rights, benefits, duties, and obligations granted to Client hereunder
      are personal to Client, and the Agreement may not be sold, transferred or
      assigned to any third party without the express written consent of
      INSpire. Any attempted sale, transfer, or assignment without such consent
      shall be null, void, and of no effect. Notwithstanding the foregoing or
      anything herein to the contrary, Philadelphia Consolidated Holding Corp.
      shall be permitted to assign this Agreement, without the imposition of any
      transfer or assignment fees, to any one of the following parties: (i)


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      any successor by merger, acquisition, consolidation or other corporate
      restructuring; (ii) any parent, subsidiary or affiliate; or (iii) any
      entity which purchases all or substantially all of Philadelphia
      Consolidated Holding Corp.'s or any of its subsidiaries' assets. Unless
      otherwise agreed by the parties, the use of the Software System by any
      assignee of Client shall be limited to processing the data, records and/or
      customers of that portion of Client's business supported by the Software
      System prior to assignment of this Agreement.

4.    (a) INSpire warrants that for a period of one (1) year after the date of
      Acceptance of the System under Schedule 5, the System will conform to the
      System Specifications, except for any failure to conform caused by
      Client-created error.

      Should the System fail to perform in accordance with the foregoing
      warranty during the warranty period, INSpire will, at its sole cost and
      expense, correct the non-conformity(ies) within the following time frames
      corresponding to the severity level of the failure/non-conformity:

      i.    Priority A -INSpire will acknowledge Priority A
            failures/non-conformities within one (1) hour during normal business
            hours, 8:00 a.m. CST -- 5:00 p.m. CST and within two (2) hours
            outside of normal business hours from the time the call was placed
            by Client. INSpire will provide a fix or workaround within the later
            of twenty (24) hours from the time the call was placed by Client or
            at the start of the first business day after the call.

      ii.   Priority B - INSpire will acknowledge Priority B
            failures/non-conformities within one (1) hour during normal business
            hours, 8:00 a.m. CST -- 5:00 p.m. CST and within two (2) hours
            outside of normal business hours from the time the call was placed
            by Client. INSpire will provide a fix or workaround within seventy
            two (72) hours from the time the call was placed by Client.

      iii.  Priority C - INSpire will acknowledge Priority C
            failures/non-conformities within seventy two (72) hours from the
            time the call was placed by Client. INSpire will provide a fix or
            workaround within seven (7) days from the time the call was placed
            by Client.

      For any failures/non-conformities for which INSpire provides a workaround,
      INSpire will provide a schedule for the fix of such
      failure/non-conformities and INSpire will use its reasonable best efforts
      to provide such fix within thirty (30) days after the call was placed by
      Client.

      For purposes of this section 4 a., the following definitions apply:

      Priority A means a failure/non-conformity that renders the System
      inoperative or causes the System to fail catastrophically.

      Priority B means a failure/non-conformity that significantly degrades
      performance of the System or materially restricts Client's use of the
      System.

      Priority C means a failure/non-conformity that causes only a minor impact
      on the use of the System.


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      The priority level of each reported failure/non-conformity will be
      determined jointly between Client and INSpire at the time the
      failure/non-conformity is reported.

      If the failure of the System to conform to the System Specifications is
      due to Client-created error, Client agrees to pay for Inspire's services
      (at the time and materials rates specified in Schedule 7) rendered in
      analyzing and correcting the non-conformity(ies), provided that any such
      non-conformity(ies) are corrected.

      (b) Inspire represents and warrants that the System and all updates
      thereto can and will correctly handle the change of the century in a
      standard and compliant manner, including the year 2000 and beyond as well
      as the leap year and the absence of leap year, and will operate accurately
      in all respects with respect to date related operations. For purposes of
      this Agreement, compliance with the foregoing with respect to the year
      2000 shall mean that neither the performance nor the functionality of the
      System will be affected by any changes caused by the advent of the year
      2000.

      In particular:

      i.    Year 2000 compliance shall mean that no value used for the current
            date will cause any interruption in the operation of the System.

      ii    All manipulations of time-related data will produce the desired
            results for all valid dates within the System, proper to, through
            and beyond the year 2000.

      iii   Where required, data elements, interfaces and data storage will
            specify the century to eliminate data ambiguity

      iv    Where any date element is represented without a century, the correct
            century shall be unambiguous for all manipulations involving that
            element.

      (c) Inspire represents and warrants that it is the owner of all right,
      title and interest in and to the System (except for the component noted on
      Schedule 6 as being owned by Cover All Technologies, Inc., referred to
      hereinafter as the "ValueRate Software" and the component noted on
      Schedule 6 as being owned by Bexar, Inc., referred to hereinafter as the
      "M.A.R.S. Software") and that it has the right to grant to Client the
      license granted hereunder free and clear of any liens and encumbrances.
      With respect to the ValueRate Software and the M.A.R.S Software, Inspire
      represents and warrants that it has the rights to license such software to
      Client on the terms herein stated.

      (d) INSpire warrants that the System is and shall remain free of features
      such as "back doors", "trojan horses" and "time bombs" through which the
      System could be disabled either directly or indirectly via remote access.

      (e) INSpire warrants that the System is and shall remain free of any and
      all computer viruses (excluding any viruses exposed to the System by
      Client) and that Inspire has taken all reasonable steps to ensure that the
      System is free of such viruses.

      (f) INSpire warrants that all services rendered hereunder shall be
      rendered in a professional manner consistent with general industry
      practices. INSpire also warrants there will be no reassignment of
      resources to another client of INSpire when such reassignment would hinder
      or adversely affect the successful completion of the


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      Implementation Tasks identified on Schedule 7 of this Agreement or the
      successful completion of the Acceptance Criteria identified on Schedule 5
      of this Agreement.

5.    Client acknowledges that the System is a confidential and commercially
      valuable proprietary product of INSpire, and agrees to keep the System
      confidential and not to disclose it, in full or in part, to any third
      party (except its employees, accountants, attorneys, and any governmental
      authority or agency) without the express written consent of INSpire, such
      written consent by INSpire not to be unreasonably withheld.
      Notwithstanding the foregoing, Client shall not be in breach of this
      Section 5 if Client is required to disclose the System or any information
      related thereto pursuant to applicable laws, rules or regulations,
      government requirement, court order or in connection with the enforcement
      of any of its rights or remedies under this Agreement. Client agrees, in
      furtherance of this provision, to exercise at least the same degree of
      care with respect to the System as it exercises with respect to its own
      data, records, information, materials and processes which it deems to be
      confidential and proprietary in nature.

      Inspire shall hold in confidence and not disclose (except on a
      confidential basis to its employees who need to know and who are informed
      of their confidentiality obligations) all Confidential Information
      received from Client in the same manner and to the same extent as it holds
      in confidence its own Confidential Information, and shall not use any such
      Confidential Information except for purposes contemplated by this
      Agreement. As used in this Agreement, "Confidential Information" shall
      mean all confidential and proprietary information, including but without
      limitation, components, drawings, data, plans, programs, specifications,
      techniques, processes, inventions or other information or material, owned,
      possessed or used by Client which is disclosed orally, in writing or is
      viewed by Inspire. In the event of a breach by Inspire of its obligations
      under this paragraph, Client will suffer irreparable harm, Client's
      remedies at law will be inadequate and Client shall have, in addition to
      any other remedies it may have, the right to obtain injunctive relief to
      restrain any breach or threatened breach thereof

      Except to the extent retained in connection with the enforcement of its
      rights and remedies under this Agreement, upon termination of this
      Agreement, Client shall return to INSpire any and all copies of the
      System, or any portion thereof, whether said copies were created by
      INSpire or by Client.

      It is expressly agreed by the parties that the termination of this
      Agreement will not terminate their obligations under this paragraph.

6.    APART FROM THE WARRANTIES EXPRESSLY MADE IN THIS AGREEMENT, INSpire MAKES
      NO WARRANTIES, EXPRESSED OR IMPLIED, CONCERNING THE CAPABILITIES,
      PERFORMANCE, SPECIFICATIONS, OR CHARACTERISTICS OF THE SYSTEM.

      Neither party will be responsible to the other for any incidental or
      consequential damages, including but not limited to loss of business or
      business profits, regardless of whether said damages were foreseeable.
      Notwithstanding anything herein to the contrary, the foregoing limitations
      on INSpire's liability shall not apply to (i) damages arising from
      INSpire's willful misconduct; or (ii) the following paragraph.


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      Notwithstanding anything in this Agreement to the contrary, INSpire shall
      pay Client as liquidated damages and not as a penalty, $10,000 per week
      for each full week that completion of Implementation (as specified in
      Schedule 7) is later than the Implementation Date (as defined in Schedule
      7). Any such damages owed Client, as calculated weekly, shall be paid
      within five (5) days of the end of the week giving rise to such damages.

      Payment of liquidated damages owed to Client by INSpire (as described in
      the above paragraph) in excess of any monies actually paid by Client to
      INSpire under Schedule 2--Payment Terms of this License Agreement may, at
      INSpire's option, be done in the form of a credit to Client towards any
      future monies owed by Client under this License Agreement. However, if
      this License Agreement is terminated by either party for any reason, all
      liquidated damages owed to Client by INSpire, including any that have been
      credited in accordance with the foregoing sentence, shall be paid within
      five (5) days of the effective date of termination.

7.    (a) INSpire warrants that it is the owner of the System (except for the
      ValueRate and M.A.R.S Software) and has the right to license it to Client.
      INSpire further warrants that the System does not infringe upon the
      proprietary interest or intellectual property rights of any third party.
      Client agrees to promptly inform INSpire in writing should it become aware
      of any claim or allegation that the System infringes upon the copyright,
      patent, trademark or any other proprietary right of a third party, in
      which event INSpire shall defend, indemnify and hold Client harmless from
      and against any such allegation, claim or action at its own expense, and
      to pay all costs (including reasonable attorneys' fees) incurred by, and
      damages finally awarded against, Client or paid by Client in settlement of
      such action. Client agrees to cooperate with said defense by complying
      with INSpire' reasonable instructions and requests to Client in connection
      with said defense. If, as the result of any such claim or action, Client
      is unable to use the System or any material portion thereof, Client shall
      have the right to terminate this Agreement upon written notice to INSpire,
      in which case INSpire shall promptly refund all fees previously paid by
      Client to INSpire hereunder.

      (b) INSpire agrees to indemnify, defend and hold harmless Client and its
      directors, officers and employees (collectively, the "Indemnified
      Parties") from and against all claims, losses, liabilities, damages and
      expenses (including reasonable legal fees and expenses) suffered or
      incurred by any of them resulting from, based upon, relating to or arising
      out of (i) a breach of any warranties made by INSpire herein, (ii) a
      breach by INSpire of any of its obligations hereunder, (iii) the conduct
      of INSpire, its employees, agents and subcontractors and any breach or
      violation of law.

8.    Upon delivery of the System to Client, the risk of loss, damage or
      destruction shall be borne by Client. In the event of such loss, damage or
      destruction, INSpire agrees to furnish replacement materials at its
      reasonable costs but in no event be liable for the loss or replacement of
      Client's data used with the System except as otherwise provided for in
      this agreement.

9.    Subject to the limitations on assignment contained in Paragraph 3, above,
      this Agreement shall be binding upon the parties hereto, their legal
      representatives, successors, subsidiaries and assigns.


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10.   In addition to the payment specified in this Agreement, Client shall pay
      any present or future sales, excise, use, value-added or other similar
      taxes or duties levied or based on payments made pursuant to this
      Agreement or on the System in regard to its use by Client or on the
      Agreement. INSpire agrees to promptly remit all taxes collected from
      Client to the appropriate taxing authority.

11.   Neither party shall, without the express written consent of the other
      party, directly or indirectly induce or attempt to induce any employee of
      the other party to terminate his or her employment with the other party or
      hire any employee of the other party.

12.   This Agreement may be terminated by INSpire for nonpayment of any monies
      due hereunder after thirty (30) days written notice from INSpire, or if
      Client fails to comply with the confidentiality provisions contained
      herein and Client fails to cure such failure or make such payment within
      thirty (30) days of written notice from INSpire. Such termination shall
      not affect any other remedy for said breach to which INSpire may be
      entitled.

      This Agreement may be terminated at any time by Client provided that
      Client (1) return all System materials to INSpire, (2) pay to INSpire the
      balance of any unpaid license fees (except where termination is due to (i)
      a breach of this Agreement by Inspire or (ii) rejection of the System by
      Client in accordance with Schedule 5), (3) pay to INSpire any unpaid
      service fees for work performed under this Agreement. Upon termination,
      INSpire shall not be responsible for the refund of any monies paid
      hereunder, except as otherwise provided in this Agreement. If Client
      terminates this Agreement as the result of a breach by INSpire which has
      remained uncured past the time frames outlined in section 4 a. of this
      Agreement INSpire shall promptly refund all fees paid by Client under this
      Agreement in accordance with the following refund schedule:

      i.    100% of all fees (License, Implementation & Maintenance) paid by
            Client if the breach occurs within one year from the Effective Date
            of this Agreement or within one year from the date of Acceptance (as
            defined in schedule 5) of the System by Client, whichever is later.

      ii.   50% of all fees (License, Implementation & Maintenance) paid by
            Client if the breach occurs after one year, but less than two years,
            from the date of this Agreement or the date of Acceptance of the
            System by Client, whichever is later.

      iii.  25% of all fees (License, Implementation & Maintenance) paid by
            Client if the breach occurs after two years, but less than three
            years, from the date of this Agreement or the date of Acceptance of
            the System by Client, whichever is later.

      iv.   12.5% of all fees (License, Implementation & Maintenance) paid by
            Client if the breach occurs after three years, but less than four
            years, from the date of this Agreement or the date of Acceptance of
            the System by Client, whichever is later.


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      v.    6.25% of all fees (License, Implementation & Maintenance) paid by
            Client if the breach occurs after four years, but less than five
            years, from the date of this Agreement or the date of Acceptance of
            the System by Client, whichever is later.

13.   This agreement shall be governed by any applicable provisions of the
      Uniform Commercial Code, unless the provisions of this Agreement are
      inconsistent therewith.

14.   This Agreement shall be governed by and construed in accordance with the
      laws of the State of Pennsylvania, excluding that body of laws of such
      state dealing with conflicts of law.

15    This Agreement supersedes all prior communications and agreements between
      the parties relating to the subject matter of this Agreement and
      constitutes the full understanding between the parties with respect
      thereto. No waiver of any provision of this Agreement or of any breach and
      no modification or supplement hereto shall be binding, unless in writing
      and signed by an officer of INSpire and Client, and no waiver shall apply
      to any subsequent breach of the same or similar provision.

16.   A waiver of a breach or default under this Agreement shall not be a waiver
      of any other breach or default. Failure of either party to enforce
      compliance with any term or condition of this Agreement shall not
      constitute a waiver of such term or condition unless accompanied by a
      clear written statement that such term or condition is waived.

17.   Except as otherwise provided in this Agreement, any notices required or
      permitted to be given under this Agreement shall be in writing and shall
      be deemed given if delivered in person or when sent by registered or
      certified mail (return receipt requested) with postage and registration or
      certification fees thereon prepaid, addressed to the party at its address
      set forth below:

      If to Inspire: ATTN: President
                     Inspire Insurance Solutions, Inc.
                     300 Burnett Street
                     Fort Worth, TX 76102

      If to Bexar:   ATTN: President
                     Bexar, Inc.
                     2356 Hassell Rd. Suite A
                     Hoffman Estates, Illinois 60195

      If to Client:  Jack T. Carballo
                     Vice President of Insurance Operations
                     Philadelphia Insurance Companies
                     One Bala Plaza, Suite 100
                     Bala Cynwyd, PA 19004


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18.   Termination of this Agreement shall not terminate or negate any
      obligations of either party which have accrued prior to termination and
      which, by their nature, are intended to survive termination, including,
      but not limited to, Sections 5, 6, 7 and any other provisions under which
      Client is entitled to a refund of fees.

19.   Prior to commencement of any services under this Agreement, INSpire shall
      place and maintain with responsible insurance carriers reasonably
      acceptable to Client, policies of insurance described in this section with
      the coverage amounts required herein. Inspire shall, if requested by
      Client, deliver to Client copies of certificates evidencing such
      insurance, which shall designate Client as an Additional Insured on the
      Commercial General Liability policy only (not a named insured) and which
      shall provide thirty (30) days prior written notice to Client in the event
      of cancellation or other termination of same, as follows:

            (a) Comprehensive General Liability. INSpire shall procure
            Comprehensive General Liability coverage including Blanket
            Contractual, Broad Form Property Damage, Completed Operations and
            Independent Contractor's Liability with a minimum limit of liability
            in the amount of $2,000,000. This coverage may be provided under
            INSpire's Umbrella Liability policy and shall be in the form of
            "occurrence" coverage.

            (b) Workers' Compensation. INSpire shall procure Workers'
            Compensation at the statutory limits in compliance with the
            applicable State and Federal Laws.

            (c) E & 0 and Professional Liability. INSpire shall procure Error
            and Omission and Professional Liability coverage with a minimum
            limit of liability of $2,000,000 each claim. This coverage shall be
            in the form of "claims made" coverage. This coverage shall not have
            any retention or deductible in excess of $250,000 per claim.

            (d) Comprehensive Automobile Liability. INSpire shall procure
            Comprehensive Automobile Liability Insurance including coverage for
            Personal Injury, Bodily Injury and Property Damage with a minimum
            combined single limit of liability of $l,000,000.

            (e) Directors & Officers Liability. INSpire shall procure Directors
            & Officers Liability coverage with a minimum limit of liability of
            $5,000,000 each claim. This coverage shall be in the form of "claims
            made" coverage. This coverage shall not have any retention or
            deductible in excess of $250,000 per claim.


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      IN WITNESS HEREOF the parties have caused the signatures of their duly
      authorized officers to be hereunto affixed.

                        INSpire Insurance Solutions, Inc.
                                License Agreement

Accepted By:

INSPIRE INSURANCE SOLUTIONS, INC.       PHILADELPHIA CONSOLIDATED
                                        HOLDING CORP.

                                        on behalf of itself and its subsidiaries


BY: /s/ W. J. SMITH, III                BY: /s/ JAMES J. MAGUIRE, JR.
   -----------------------------           -------------------------------------
    (Authorized Officer)                    (Authorized Officer)

Name:  W. J. SMITH, III                 Name:  JAMES J. MAGUIRE, JR.
     ---------------------------             -----------------------------------

Title: President & COO                  Title: Executive Vice President & COO
      --------------------------              ----------------------------------

Address: 300 Burnett Street             Address: One Bala Plaza, Ste. 100
         Fort Worth, TX 76102                    Bala Cynwyd, PA 19004

Date: January 19, 1999                  Date: December 31, 1998
     ----------------------                  ------------------------

Bexar, Inc. agrees to be bound by this Agreement as a guarantor of INSpire's
obligations with respect to the MARS Software.

           BEXAR, INC.

           By:      /s/ RIC DEBEJAR
                    ------------------------------
           Name:    RIC DEBEJAR
                    ------------------------------
           Title:   President
                    ------------------------------
           Date:    January 25, 1999
                    ------------------------------


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Supplemental Conditions
Schedule 1 -- Hardware

      Hardware Requirements

The System must be capable of supporting 200 simultaneous users with the
following response time:

          *Local Connections -- 5 seconds or less
          *Remote Connections -- 10 seconds or less

The System must be fully functional in the following environments:

Workstation:

Workstations consist of personal computers running Window 95 or Windows 98 or
Windows NT Workstation. Machines should be 300MH Pentium Processor with a
minimum of 64MB of memory for Win95/98 or 64MB of memory for Windows NT
Workstation. The workstations connect to the network using Novell NetWare Client
32 Version 2.x or higher. The display should be SVGA (800x600x256) capable. The
system does not require any local disk storage on the client machine.

System/Database Servers:

Servers consist of Compaq Proliant Series machines using the Compaq internal
disk array or Data General Aviion series machines utilizing a Clariion disk
array in raid 5 configuration. The database server should be any machine running
an operating system (OS), for which a version of Oracle is available. Operating
systems include Novell NetWare 3.12 or higher, Windows NT 3.51 or higher.

Local Area Network

The network environment is a 10/100 MB Ethernet network using Intel 10/100
network interface cards and a mix of Intel and Synoptics 10/100 hubs. These are
connected to the servers via a Cisco catalyst 5500 LAN switch.

Wide Area Network:

The wide area network is a combination of frame relay and dial-up networking.
The frame relay network is a point to point methodology, using Cisco routers and
Motorola FT100 CSU/DSU's to link to the home office. The dial-up network
utilizes VPN or Internet tunneling technology to connect to the home office. All
wide area strategies use Citrix as the operating client for remote processing.
The System must be compatible with multiple Citrix Winframe and Metaframe
products.


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Schedule 1 -- Hardware, continued

Accepted By:

INSPIRE INSURANCE SOLUTIONS, INC.       PHILADELPHIA CONSOLIDATED
                                        HOLDING CORP.

                                        on behalf of itself and its subsidiaries


BY: /s/ W. J. SMITH, III                BY: /s/ JAMES J. MAGUIRE, JR.
   -----------------------------           -------------------------------------
    (Authorized Officer)                    (Authorized Officer)

Name:  W. J. SMITH, III                 Name:  JAMES J. MAGUIRE, JR.
     ---------------------------             -----------------------------------

Title: President & COO                  Title: Executive Vice President & COO
      --------------------------              ----------------------------------

Address: 300 Burnett Street             Address: One Bala Plaza, Ste. 100
         Fort Worth, TX 76102                    Bala Cynwyd, PA 19004

Date: January 19, 1999                  Date: December 31, 1998
     ----------------------                  ------------------------


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Supplemental Conditions
Schedule 2 -- Payment Terms

      Payment Terms

            A.    License Agreement

                  1.    25% of license fee upon execution of License Agreement.

                  2.    75% of license fee upon Acceptance, as defined in
                        Schedule 5 of this Agreement.

                  Client may, at its sole option, elect to accept and use any
                        one of the individual components that collectively
                        comprise the System (as such components are identified
                        in Schedule 4 of this Agreement) even though the
                        remaining components may not collectively meet the
                        Acceptance Criteria referenced in Schedule 5 of this
                        Agreement. If Client elects such an option, then Client
                        must pay INSpire the full amount of the license fee
                        applicable to such component as listed on Schedule 6 of
                        this Agreement.

            B.    All work performed by INSpire under (i) Section 4(a) for
                  client-caused errors; (ii) Schedule 3 for training in excess
                  of training included in the license fees; or (iii) Schedule 7
                  for implementation, shall be billed on an hourly basis each
                  month in accordance with the rates specified in Schedule 7.
                  All payments shall be due and payable within thirty (30) days
                  of receipt of invoice.

            C.    Other Expenses

                  In addition to the payments provided for above, Client will
                  pay INSpire for the following miscellaneous personnel
                  expenses:

                  1.    Mileage at the IRS published rate in force on the date
                        incurred.

                  2.    All other reasonable travel and lodging expense incurred
                        by INSpire personnel pursuant to this Agreement and
                        approved in advance by Client.

                  3.    Out-of-pocket expenses for meals or other expenses not
                        specified elsewhere in this schedule and approved in
                        advance by Client.

                  4.    Any work performed by INSpire at the written request of
                        Client outside the scope of services already contracted
                        for within the terms of this Agreement will be billed by
                        INSpire on a time and expense basis at the rates
                        specified in Schedule 7. All work performed on a time
                        and expense basis must be approved by Client in writing
                        before actually being performed by INSpire. If such work
                        is not approved by Client in writing before such work is
                        performed then Client is not obligated to pay for the
                        work.

            D.    Source Code

                  Payment of the license fee guarantees to Client the source
                  code for the System (excluding the ValueRate and M.A.R.S.
                  Software), and INSpire shall deliver such source code


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Schedule 2 -- Payment Terms, continued

                  (including a copy of all source code documentation relating
                  thereto) promptly following Acceptance. With respect to the
                  M.A.R.S. Software, Bexar agrees to enter into a mutually
                  acceptable source code escrow agreement with Client within
                  thirty days of the Effective Date of this Agreement. Among
                  other terms customarily found in such agreements, Bexar will
                  agree to a release of the M.A.R.S. Software source code to
                  Client in the event INSpire ceases to be a going concern,
                  INSpire commences a voluntary bankruptcy proceeding, or an
                  involuntary bankruptcy proceeding is commenced against
                  INSpire, or INSpire fails to support and maintain the M.A.R.S.
                  Software in accordance with the terms of this Agreement.

                  With respect to the ValueRate Software, INSpire agrees to
                  enter into a mutually acceptable source code escrow agreement
                  with Client within thirty days of the Effective Date of this
                  Agreement. Among other terms customarily found in such
                  agreements, INSpire will agree to a release of the ValueRate
                  Software source code to Client in the event INSpire ceases to
                  be a going concern, INSpire commences a voluntary bankruptcy
                  proceeding, or an involuntary bankruptcy proceeding is
                  commenced against INSpire, or INSpire fails to support and
                  maintain the ValueRate Software in accordance with the terms
                  of this Agreement. INSpire warrants that it has the authority
                  of Cover All Technologies, Inc. to enter into such an escrow
                  agreement regarding the ValueRate Software source code.

Accepted By:

INSPIRE INSURANCE SOLUTIONS, INC.       PHILADELPHIA CONSOLIDATED
                                        HOLDING CORP.

                                        on behalf of itself and its subsidiaries


BY: /s/ W. J. SMITH, III                BY: /s/ JAMES J. MAGUIRE, JR.
   -----------------------------           -------------------------------------
    (Authorized Officer)                    (Authorized Officer)

Name:  W. J. SMITH, III                 Name:  JAMES J. MAGUIRE, JR.
     ---------------------------             -----------------------------------

Title: President & COO                  Title: Executive Vice President & COO
      --------------------------              ----------------------------------

Address: 300 Burnett Street             Address: One Bala Plaza, Ste. 100
         Fort Worth, TX 76102                    Bala Cynwyd, PA 19004

Date: January 19, 1999                  Date: December 31, 1998
     ----------------------                  ------------------------


                                       13
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<PAGE>   14

================================================================================

Supplemental Conditions
Schedule 3 -- Training/Installation/Documentation

      Training

            A.    The training classes specified below in Section B for the
                  System as accepted without customizations (including both user
                  and operational training) are included in the license fee.
                  Training courses are conducted by INSpire personnel at the
                  Client site in a classroom setting equipped with workstations,
                  overhead projectors, a visual display unit, a flip chart,
                  and/or a dry erase board whenever possible. Course books are
                  provided for up to twenty students in each class. Workshops or
                  exercises are included in the class in order to provide the
                  participants with practical hands-on use of the system.
                  Additional or customized training requested by the Client is
                  available on a time and materials basis at the rates specified
                  in Schedule 7.

            B.    The following is a list of Base System classes (one session
                  each) included in the license fee for Client:

                  WPC User Courses

                  1. Administrator/Operator Training -- INSpire 200
                  2. Premium System Training (including Billing) -- INSpire 107
                  3. Claims System Training -- INSpire 112
                  4. Financials Training -- INSpire 114
                  5. Reference File Training -- INSpire 119
                  6. Open Item Reconciliation System Training -- INSpire 111
                  7. Agency System Training -- INSpire 105

                  ValueRate

                  8. System Administration Training
                  9. Policy Administration and Rating Training

                  M.A.R.S.

                  10. User Training, Class 1 (8 hours)
                  11. Technical Training, Class 2 (8 hours)

            C.    Training is limited to a reasonable number of people per
                  class, not to exceed 20. Additional materials and training for
                  more than twenty people will be provided on a time and
                  materials basis at the fees stated in Schedule 7.

      Installation

A. Installation of the System is included in the implementation fees.
Installation consists of: INSpire's technicians loading the System on Client's
servers, network & workstations. Value Rate, M.A.R.S. & WPC will be installed on
both Client's LAN and CITRIX servers. The following products/components are
included as part of Installation:


                                       14
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<PAGE>   15

================================================================================

Schedule 3 -- Training/Installation/Documentation, continued

o     Value Rate software with the following specifications:
      -     Oracle database.
      -     Capable of running all states (excluding Massachusetts automobile &
            all coverage lines for Hawaii).
      -     Configured to support the following six coverages: General
      Liability, Inland Marine, Crime, Glass, Commercial Auto, and Commercial
      Property (inclusive of Boiler & Machinery, Earthquake, & Flood).
      -     Configured with Client's individual State rate effective dates.
      -     Configured with Client's individual State loss cost multipliers.
      -     Configured with Client's modifications to accept product codes &
            expanded producer profile.
o     Transfluent interface software capable of processing all states (excluding
      Massachusetts automobile & all coverage lines for Hawaii).
o     32-bit WPC software with an Oracle database.
o     PSP software.
o     Batch Scripts needed to run Transfluent interface.
o     Open Door software needed to run Transfluent interface.
o     Managerial and Actuarial Reporting System (M.A.R.S.) reporting Software.

Documentation

      A.    The Client is provided with one printed set of user documentation
            reflecting the System. The Client is permitted to make additional
            copies as necessary.

      B     Documentation is also available on-line using Microsoft Word and
            Doc-To-Help.

Accepted By:

INSPIRE INSURANCE SOLUTIONS, INC.       PHILADELPHIA CONSOLIDATED
                                        HOLDING CORP.

                                        on behalf of itself and its subsidiaries


BY: /s/ W. J. SMITH, III                BY: /s/ JAMES J. MAGUIRE, JR.
   -----------------------------           -------------------------------------
    (Authorized Officer)                    (Authorized Officer)

Name:  W. J. SMITH, III                 Name:  JAMES J. MAGUIRE, JR.
     ---------------------------             -----------------------------------

Title: President & COO                  Title: Executive Vice President & COO
      --------------------------              ----------------------------------

Address: 300 Burnett Street             Address: One Bala Plaza, Ste. 100
         Fort Worth, TX 76102                    Bala Cynwyd, PA 19004

Date: January 19, 1999                  Date: December 31, 1998
     ----------------------                  ------------------------


                                       15
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<PAGE>   16

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System Specifications
Schedule 4

      System Specifications

            The System Specifications are comprised of the following:

o     Value Rate -- as collectively outlined, defined and described in the
      Commercial Package Policy Application Description Manual dated 12/02/98,
      the Commercial Auto Application Description Manual dated 12/02/98 and the
      Philadelphia Insurance Companies' Commercial Umbrella Underwriting
      Guideline dated 1/1/97.
o     Transfluent, a software product which maps and translates data from one
      format to another. This translation is controlled by user configurable
      parameters. In the INSpire total processing solution, these parameters are
      pre-set and are used to convert data which has been entered and calculated
      in Value Rate to WPC on a nightly basis. This facilitates a single point
      of entry. Inclusive in this component is the tool known as "Open Door". It
      is hereby warranted by INSpire that the nightly batch process performed
      via this Transfluent component of the System will take no longer than two
      hours to process a minimum of 200 policies a night. It is agreed that the
      nightly batch process will be performed only on a stand-alone machine as
      described in Schedule 1 of this Agreement. "The Nightly Batch Process" is
      defined as inclusive of all of the following functions:

            a.)   the extraction of data from Value Rate
            b.)   the conversion of data from Value Rate to WPC using
                  Transfluent
            c.)   executing all edit processing using WPC's Open Door facility
            d.)   executing all WPC batch jobs, not including printing, needed
                  to update the WPC database

o     WPC -- as outlined, defined and described in the WPC Windows into Property
      and Casualty Base Functionality Document, Version 6.
o     PSP Policy Set Production -- as outlined, defined and described in the PSP
      Base Functionality Document (WPC/EmPOWER Interface) dated 12/02/98
o     Base Reports - as presented in the WPC Base Reports Documentation
o     Managerial and Actuarial Reporting System (MARS) report writer software

Accepted By:

INSPIRE INSURANCE SOLUTIONS, INC.       PHILADELPHIA CONSOLIDATED
                                        HOLDING CORP.

                                        on behalf of itself and its subsidiaries


BY: /s/ W. J. SMITH, III                BY: /s/ JAMES J. MAGUIRE, JR.
   -----------------------------           -------------------------------------
    (Authorized Officer)                    (Authorized Officer)

Name:  W. J. SMITH, III                 Name:  JAMES J. MAGUIRE, JR.
     ---------------------------             -----------------------------------

Title: President & COO                  Title: Executive Vice President & COO
      --------------------------              ----------------------------------

Address: 300 Burnett Street             Address: One Bala Plaza, Ste. 100
         Fort Worth, TX 76102                    Bala Cynwyd, PA 19004

Date: January 19, 1999                  Date: December 31, 1998
     ----------------------                  ------------------------


                                       16
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<PAGE>   17

================================================================================

Systems Acceptance Test
Schedule 5

      Systems Acceptance Test

            1.    Within twenty (20) business days of completion of
                  implementation of the System in accordance with Schedule 7,
                  Client, with INSpire's assistance, shall test the functional
                  capabilities of the System and determine whether the System
                  satisfies all of the criteria set forth on the attachment to
                  this Schedule 5 (collectively, the "Acceptance Criteria").

                  If the System satisfies all of the Acceptance Criteria as
                  reasonably determined by Client, the System shall be deemed to
                  be accepted ("Acceptance"). If any of the criteria are not
                  satisfied as reasonably determined by Client, the System shall
                  not be accepted and INSpire shall have as many additional days
                  as they feel necessary to remedy the problems which caused the
                  System to fail to satisfy the Acceptance Criteria. When
                  INSpire advises Client that the problems have been remedied
                  the parties shall again determine whether the System satisfies
                  all of the Acceptance Criteria. Notwithstanding the above, if
                  the System fails to satisfy all of the Acceptance Criteria as
                  reasonably determined by Client by August 1, 1999 Client shall
                  have the option, in its sole discretion, to (i) terminate this
                  Agreement immediately and receive a refund of all license,
                  maintenance and implementation fees paid hereunder; or (ii)
                  allow INSpire to continue to attempt to remedy the problems
                  which caused the System to fail to satisfy all of the
                  Acceptance Criteria. If Client elects to allow INSpire to
                  continue past August 1, 1999 with its attempts to remedy the
                  problems causing failure to satisfy all of the Acceptance
                  Criteria, Client still retains its right to terminate this
                  Agreement at any time thereafter and receive a refund of all
                  license, maintenance and implementation fees paid hereunder,
                  within 10 days of termination.

                  In no event shall Client be obligated to accept the System if
                  the Acceptance Criteria have not been satisfied within the
                  time frame indicated above or any other time frame which the
                  parties may, in Client's sole discretion, agree to in writing.

                  The Acceptance test will be performed on the hardware
                  specified on Schedule 1 of this Agreement.

                              "ACCEPTANCE CRITERIA"

1.    The Value Rate software component of the System must allow the Client to:

      o     Enter Client test package policies including independent (non-ISO)
            filed coverages
      o     Specify Client's product codes, bill plans & commission plans
      o     Accurately rate test policies with standard ISO
      o     rates & Client specified rate effective dates and loss cost
            multipliers for the 48 states and coverages identified in the
            definition of Installation in Schedule 3 of this Agreement.
      o     Accurately rate test policies with rate overrides.
      o     Create appropriate rating worksheets
      o     Convert policies from quote status to bound status.


                                       17
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<PAGE>   18

================================================================================

Schedule 5, continued

      o     Fully print test policies including declaration pages,
            sub-declarations pages and all standard ISO endorsements.

2.    The Transfluent software component of the System must allow the Client to:

            o     Successfully transport all applicable and necessary fields
                  from Value Rate to WPC as per the "Nightly Batch Process"
                  defined under Schedule 4, System Specifications, of this
                  Agreement.

3.    The WPC software component of the System must allow the Client to:
                           
            o     Accurately capture premium and policy data from the Value Rate
                  system including but not limited to product code, billing,
                  commission and statistical information.
            o     Accurately perform customer service functions
            o     Accurately enter Cash payment for each of the bill types.
            o     Accurately create a cash adjustment.
            o     Accurately create a refund a check.
            o     Accurately enter flat & midterm cancellations.

4.    The PSP software component of the System must allow the Client to run
      daily cycles to:

            o     Accurately print agency, direct and account bills.
            o     Accurately print commission statements.
            o     Accurately print reports as specified by the INSpire Base
                  Reports documentation referenced in Schedule 4 of this
                  Agreement.
            o     Accurately enter and process claims

5.    The M.A.R.S. software component of the System must allow the Client to
      define, extract and print management reports from the data contained
      within the ValueRate and WPC software components of the System.

6.    In addition to the specific functionality of the items listed in
      paragraphs 1. through 5. above, the functionality of all processes
      specifically identified in the documentation referenced in Schedule 4 of
      this Agreement as System Specifications are considered part of this
      Acceptance Criteria.

Accepted By:

INSPIRE INSURANCE SOLUTIONS, INC.       PHILADELPHIA CONSOLIDATED
                                        HOLDING CORP.

                                        on behalf of itself and its subsidiaries


BY: /s/ W. J. SMITH, III                BY: /s/ JAMES J. MAGUIRE, JR.
   -----------------------------           -------------------------------------
    (Authorized Officer)                    (Authorized Officer)

Name:  W. J. SMITH, III                 Name:  JAMES J. MAGUIRE, JR.
     ---------------------------             -----------------------------------

Title: President & COO                  Title: Executive Vice President & COO
      --------------------------              ----------------------------------

Address: 300 Burnett Street             Address: One Bala Plaza, Ste. 100
         Fort Worth, TX 76102                    Bala Cynwyd, PA 19004

Date: January 19, 1999                  Date: December 31, 1998
     ----------------------                  ------------------------

                                       18
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<PAGE>   19

================================================================================

License Costs
Schedule 6

License Fee Schedule

The System includes the following:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
Windows into Property & Casualty (WPC) System, as per
Schedule 4

<S>                                                                    <C>     
License Fee:                                                           $645,000

--------------------------------------------------------------------------------
Policy Set Production (PSP) as per Schedule 4

License Fee:                                                           $ 30,000

--------------------------------------------------------------------------------
* ValueRate as per Schedule 4

      - Commercial Package Policy (excluding HI)
      - Commercial Auto with Garage (excluding MA and HI)
      - Commercial Texas Auto 
      - Commercial Umbrella Policy (all states)

License Fee:                                                           $560,700

--------------------------------------------------------------------------------
** Managerial and Actuarial Reporting System (M.A.R.S.)
software as per Schedule 4

License Fee:                                                           $ 88,800

--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
Total License Fee:                                                    1,324,500
--------------------------------------------------------------------------------
</TABLE>

* Owned by Cover All Technologies, Inc.** Owned by Bexar, Inc.


                                       19
================================================================================
<PAGE>   20

Schedule 6, continued

Accepted By:

INSPIRE INSURANCE SOLUTIONS, INC.       PHILADELPHIA CONSOLIDATED
                                        HOLDING CORP.

                                        on behalf of itself and its subsidiaries


BY: /s/ W. J. SMITH, III                BY: /s/ JAMES J. MAGUIRE, JR.
   -----------------------------           -------------------------------------
    (Authorized Officer)                    (Authorized Officer)

Name:  W. J. SMITH, III                 Name:  JAMES J. MAGUIRE, JR.
     ---------------------------             -----------------------------------

Title: President & COO                  Title: Executive Vice President & COO
      --------------------------              ----------------------------------

Address: 300 Burnett Street             Address: One Bala Plaza, Ste. 100
         Fort Worth, TX 76102                    Bala Cynwyd, PA 19004

Date: January 19, 1999                  Date: December 31, 1998
     ----------------------                  ------------------------


                                       20
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<PAGE>   21

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Implementation Services
Schedule 7

      Implementation Services

      INSpire shall implement the System for Client by June 1, 1999 (the
      "Implementation Date"). Implementation shall consist of successful
      completion of the following tasks (collectively, the "Implementation
      Tasks"):

      1. ValueRate will be modified to support Client's Product Code and Account
      Number scheme.

      2. ValueRate, Transfluent and WPC will be modified to accommodate Client's
      expanded Producer Profile.

      3. Satisfaction of the Acceptance Criteria in accordance with Schedule 5.

      A flat fee of $30,000 will be paid by Client for the implementation of the
      WPC component of the System in accordance with the payment terms listed on
      Schedule 2, section A of this Agreement. (i.e., 25% upon execution and 75%
      upon Acceptance)

      A flat fee of $30,000 will be paid by Client for the implementation of the
      ValueRate component of the System in accordance with the payment terms
      listed on Schedule 2, section A of this Agreement. (i.e., 25% upon
      execution and 75% upon Acceptance)

      A flat fee of $105,000 will be paid by Client for INSpire to successfully
      implement items #1 and #2 listed above under Implementation Services as
      well as for INSpire to perform all functions necessary (inclusive of
      building and populating all user tables) in order for the System to be
      tested by Client in accordance with the System Acceptance Test listed on
      Schedule 5 of this Agreement. Payment of this flat fee of $105,000 will be
      in accordance with the payment terms listed on Schedule 2, section A of
      this Agreement. (i.e., 25% upon execution and 75% upon Acceptance)

      A flat fee of $1,200 will be paid by Client for the implementation of the
      M.A.R.S. component of the System in accordance with the payment terms
      listed on Schedule 2, section A of this Agreement. (i.e., 25% upon
      execution and 75% upon Acceptance)

      The implementation and license fees agreed to in this Agreement do not
      include any travel and lodging expense incurred by INSpire personnel in
      meeting INSpire's obligations under this Agreement. Such expenses will be
      paid by Client in accordance with Schedule 2 of this Agreement.

      Except for services rendered for a "flat fee", it is agreed that INSpire
      will bill all work performed on an hourly basis as allowed for in this
      Agreement at a rate of $150.00 per hour with the exception of the
      following:

      INSpire will provide to Client, free of charge, 75 hours of Consulting
      time to assist Client with the development of Interfaces with the WPC
      product.


                                       21
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<PAGE>   22

================================================================================

Schedule 7, continued

Accepted By:

INSPIRE INSURANCE SOLUTIONS, INC.       PHILADELPHIA CONSOLIDATED
                                        HOLDING CORP.

                                        on behalf of itself and its subsidiaries


BY: /s/ W. J. SMITH, III                BY: /s/ JAMES J. MAGUIRE, JR.
   -----------------------------           -------------------------------------
    (Authorized Officer)                    (Authorized Officer)

Name:  W. J. SMITH, III                 Name:  JAMES J. MAGUIRE, JR.
     ---------------------------             -----------------------------------

Title: President & COO                  Title: Executive Vice President & COO
      --------------------------              ----------------------------------

Address: 300 Burnett Street             Address: One Bala Plaza, Ste. 100
         Fort Worth, TX 76102                    Bala Cynwyd, PA 19004

Date: January 19, 1999                  Date: December 31, 1998
     ----------------------                  ------------------------


                                       22
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<PAGE>   23

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System Maintenance
Schedule 8

      This Schedule 8 shall become effective only upon Acceptance of the System
      under Schedule 5.

      INSpire shall provide Client with System maintenance services on the terms
      described below, In the event of a conflict between the terms of this
      Schedule 8 and the Agreement (including the other Schedules) the terms of
      this Schedule 8 shall control.

Warranty

            INSpire warrants that while this Schedule is in effect, the System
            will conform to the System Specifications. INSpire will, at its sole
            cost and expense correct any failures or non-conformity(ies) within
            the following time frames corresponding to the severity level of the
            failure/non-conformity:

            i.    Priority A - INSpire will acknowledge Priority A
                  failures/non-conformities within one (1) hour during normal
                  business hours, 8:00 a.m. CST -- 5:00 p.m. CST and within two
                  (2) hours outside of normal business hours from the time the
                  call was placed by Client. INSpire will provide a fix or
                  workaround within the later of twenty (24) hours from the time
                  the call was placed by Client or at the start of the first
                  business day after the call.

            ii.   Priority B - INSpire will acknowledge Priority B
                  failures/non-conformities within one (1) hour during normal
                  business hours, 8:00 a.m. CST -- 5:00 p.m. CST and within two
                  (2) hours outside of normal business hours from the time the
                  call was placed by Client. INSpire will provide a fix or
                  workaround within seventy two (72) hours from the time the
                  call was placed by Client.

            iii.  Priority C - INSpire will acknowledge Priority C
                  failures/non-conformities within seventy two (72) hours from
                  the time the call was placed by Client. INSpire will provide a
                  fix or workaround within seven (7) days from the time the call
                  was placed by Client.

            For any failures/non-conformities for which INSpire provides a
            workaround, INSpire will provide a schedule for the fix of such
            failure/non-conformities and INSpire will use its reasonable best
            efforts to provide such fix within thirty (30) days after the call
            was placed by Client.

            For purposes of this Schedule 8, the following definitions apply:

            Priority A means a failure/non-conformity that renders the System
            inoperative or causes the System to fail catastrophically.

            Priority B means a failure/non-conformity that significantly
            degrades performance of the System or materially restricts Client's
            use of the System.

            Priority C means a failure/non-conformity that causes only a minor
            impact on the use of the System.


                                       23
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<PAGE>   24

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Schedule 8, continued

            The priority level of each reported failure/non-conformity will be
            determined jointly between Client and INSpire at the time the
            failure/non-conformity is reported.

                  If the failure of the System to conform to the System
                  Specifications is due to Client created error, Client agrees
                  to pay (at the time and materials rates specified in Schedule
                  2) for the services rendered in analyzing and correcting the
                  failure, provided that any such non-conformity(ies) are
                  corrected to the reasonable satisfaction of Client.

Enhancements

                  INSpire shall make available all version upgrades and
                        enhancements to the System. Client shall not be charged
                        a license fee for any version upgrades and enhancements
                        developed during the term of this Schedule.

Telephone Support

                  Inspire shall provide technical support via toll-free
                        telephone during the hours of 8:00 a.m. CST -- 5:00 p.m.
                        CST Monday through Friday excluding national holidays.
                        All calls placed before 1 P.M. shall be returned before
                        5 P.M. that same day. All other calls shall be returned
                        before 11 A.M. the next business day.

Update Services

      INSpire will provide the Client with periodic releases of the System
      ("Updates") which contain error corrections and/or minor changes to the
      existing feature/functionality of the System. Each Update will consist of
      a set of programs and files made available in the form of machine readable
      media and will be accompanied by a level of documentation adequate to
      inform Client of the problems resolved by such Update (including any
      significant differences resulting from such Update which are known by
      INSpire) and how to install such Update.

Support Services

      INSpire will provide support services (in addition to the basic Support
      Services described above) in the form of "ISO Updates." Such ISO Update
      services are as follows:

      INSpire will issue periodic ISO Update software releases to the Client.
      Such software releases (which are considered part of the System) shall be
      licensed to the Client for use in accordance with the licensing provisions
      of this Agreement. In addition, Client shall be responsible to obtain any
      other license (from ISO) which may be required to permit its use of such
      ISO Update software. Each ISO Update software release will consist of a
      set of programs and files made available in the form of machine readable
      media and will be accompanied by a level of documentation adequate to
      inform Client of the changes and/or additions to the ISO rules covered by
      such ISO Update software release. Additionally, ISO Updates will reflect
      changes and/or additions to ISO rules for all of the software programs
      forming the System. ISO


                                       24
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<PAGE>   25

================================================================================

Schedule 8, continued

      Updates will be based upon (1) normal and customary ISO rule changes
      and/or additions and (2) upon INSpire's standard interpretation of any
      such ISO rule change and/or new ISO rule. ISO Updates shall not include
      any Federal, state or other requirements which are not comprised in or
      reflected by a standard ISO rule change and/or addition. Client shall
      install all ISO Updates in a timely manner as reasonably determined by
      Client.

Extensive ISO Updates

                  "Extensive ISO Updates" are software releases which reflect
                        any ISO rule changes and/or additions which are in
                        excess of the normal and customary ISO rule changes
                        and/or additions addressed by the ISO Update services
                        described in the preceding paragraph. Any such Extensive
                        ISO Update may be licensed by Client in accordance with
                        and subject to the licensing provisions of this
                        Agreement. Each Extensive ISO Update will consist of a
                        set of programs and files made available in the form of
                        machine readable media and will be accompanied by a
                        level of documentation adequate to inform Client of the
                        changes and/or additions to the ISO rules covered by
                        such Update as well as how to install such Update.
                        Extensive ISO Updates are based upon INSpire's standard
                        interpretation of any such extensive ISO rule change
                        and/or new ISO rule.

Term

                  This Schedule shall take effect on the date the System is
                        accepted by Client in accordance with the terms of
                        Schedule 5 of this Agreement and shall continue until
                        terminated by Client, with or without cause, upon thirty
                        (30) days prior written notice to INSpire. Upon
                        termination, INSpire shall refund to Client any
                        maintenance fees paid in advance hereunder.

Renewal Changes

                  INSpire reserves the right to change, for each year this
                        Schedule remains in effect after the first year, the
                        fees charged hereunder, provided that such fees shall
                        not be increased per year by more than five percent (5%)
                        of the dollar amount charged during the expiring year.

Expenses

                  Client shall reimburse INSpire in accordance with Schedule 2,
                        Section C.

Fees

      Upon Acceptance, Inspire shall invoice and Client shall pay within 10
      days the amount of $198,675.00(the "Maintenance Fee") for one year of
      coverage under this Schedule. Thereafter, on every anniversary of the date
      of Acceptance, so long as this Schedule remains in effect, INSpire shall
      invoice and Client shall pay the dollar


                                       25
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<PAGE>   26

================================================================================

Schedule 8, continued

      amount equal to 18% of the total license fee paid under this Agreement.
      Client shall pay all such invoices within ten (10) days.

Source Code

      INSpire shall provide Client with a copy of the source code (and
      accompanying documentation) for all software provided under this Schedule
      (excluding the ValueRate Software, M.A.R.S. Software and any other third
      party software). All such source code shall be provided to Client within
      thirty (30) days of the date upon which the corresponding object code is
      provided.

Accepted By:

INSPIRE INSURANCE SOLUTIONS, INC.       PHILADELPHIA CONSOLIDATED
                                        HOLDING CORP.

                                        on behalf of itself and its subsidiaries


BY: /s/ W. J. SMITH, III                BY: /s/ JAMES J. MAGUIRE, JR.
   -----------------------------           -------------------------------------
    (Authorized Officer)                    (Authorized Officer)

Name:  W. J. SMITH, III                 Name:  JAMES J. MAGUIRE, JR.
     ---------------------------             -----------------------------------

Title: President & COO                  Title: Executive Vice President & COO
      --------------------------              ----------------------------------

Address: 300 Burnett Street             Address: One Bala Plaza, Ste. 100
         Fort Worth, TX 76102                    Bala Cynwyd, PA 19004

Date: January 19, 1999                  Date: December 31, 1998
     ----------------------                  ------------------------


                                       26
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