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                                                                EXHIBIT 10.102

                       FLOOD INSURANCE SERVICES AGREEMENT


         THIS FLOOD INSURANCE SERVICES AGREEMENT ("Agreement") is entered into
by and between INSURANCE MANAGEMENT SOLUTIONS, INC. ("Vendor"), a corporation
organized and existing under the laws of Florida with its principal place of
business located at 360 Central Avenue, St. Petersburg, Florida 33702, and
Island Insurance Companies, LTD ("Company"), an insurer existing under the laws
of Hawaii with its principal place of business located at 1022 Bethel Street,
Honolulu, HI 96806-1520.

         WHEREAS, the Federal Emergency Management Agency ("FEMA") and the
Federal Insurance Administration ("FIA") administer the National Flood
Insurance Program ("NFIP") and Company is an insurance company duly licensed to
write flood insurance in the state or states to which this Agreement pertains
and is approved by FIA to act as a Write Your Own Flood Carrier ("WYO Carrier")
under the Write Your Own Flood Insurance Program ("WYO Flood Program"), a
program offered under the NFIP; and

         WHEREAS, Vendor has been designated by FIA as a "qualified performer"
for the provision of services to WYO Carriers under the NFIP; and

         WHEREAS, Company wishes to engage the services of Vendor to administer
certain of Company's obligations as a WYO Carrier in the state(s) set forth
herein.

         NOW THEREFORE, IN CONSIDERATION OF the mutual covenants and agreements
hereinafter set forth, the parties hereto do covenant and agree as follows:

I.       AUTHORITY OF VENDOR: 

         A.  Appointment - Company hereby appoints Vendor to supervise and
             administer its WYO Flood Program in those states ("Applicable
             States") specified in the attached "Territory Schedule", attached
             to and hereto made a part of this Agreement. Vendor hereby accepts
             such appointment, and the grant of authority, and agrees to carry
             out the resulting duties and responsibilities to the best of its
             ability, knowledge, skill, and judgment, and in accordance with
             the highest reasonably attainable standards of quality generally
             utilized in the insurance and data processing industries.

         B.  Authority - Company hereby grants Vendor the authority to act for
             and on behalf of Company in matters required for Vendor to
             properly supervise and conduct the handling of the aforesaid WYO
             Flood Program, including the authority to collect and remit
             premiums, process applications and other forms, issue policies,
             and process claims, all in a manner consistent with, pursuant to
             and as authorized by the provisions of the National Flood
             Insurance Act of 1968 (as amended), the regulations of the NFIP,
             FIA, FEMA and the terms of this Agreement.

II.      SPECIFIC RESPONSIBILITIES OF VENDOR: 

         A.  Policy Administration: - Vendor shall administer Company's WYO
             Flood Program policies ("WYO Policy", or the plural, "WYO
             Policies") and in accordance therewith shall be responsible for
             the following policy administration functions: compliance with
             community eligibility/rating criteria; policyholder eligibility
             determination; WYO Policy issuance; WYO Policy endorsements; WYO
             Policy cancellations; WYO Policy correspondence; payment of
             agents' commissions on Company's behalf; and, the receipt,
             recording, control, timely deposit, and disbursements of premium
             funds in connection with the foregoing, all in accordance with the
             WYO Flood Program Financial Control Plan ("Financial 




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             Control Plan") requirements established by the FIA. Further,
             Vendor shall reply to written and telephone inquiries from
             policyholders and/or producers regarding any WYO Policy
             administered pursuant to this Agreement.

         B.  Full Claim Service - Company shall have responsibility for the
             administration and processing of WYO Policy claims ("Claim") under
             this Agreement. Vendor shall provide "Full Claim Service", which
             shall be defined as processing and administering a Claim from the
             Claim's inception until closing. The Claim shall be processed and
             administered in accordance with the following procedures:

             1.  Processing. Vendor shall provide Claims processing in
                 accordance with the Arrangement and the Financial Control
                 Plan. Vendor may also rely on information and direction
                 contained in the WYO Flood Program Claims Manual, the FEMA
                 Adjuster Manual, the Flood Insurance (Agent's) Manual, the
                 standard flood insurance policy, the WYO Operational Overview,
                 and/or other WYO Flood Program instructional material.

             2.  Catastrophe Office. A catastrophe team may be engaged at the
                 discretion of the Vendor to provide Claims support. Vendor
                 shall coordinate activities and shall provide information to
                 the FIA or its designee whenever a flood insurance catastrophe
                 office is established.

         C.  Statistical Reporting - Vendor shall prepare and submit, to FIA,
             monthly financial and statistical reports, reconciliations,
             certifications, and statistical tapes on Company's behalf, in
             accordance with WYO Flood Program Accounting Procedures and the
             Transaction Record Reporting and Processing Plan ("TRRP Plan").
             Vendor shall submit copies of all monthly reports to the Company.

         D.  Company Agents - Vendor shall provide to each Company Agent
             appointed under this Agreement, a limited license to use Vendor's
             FloodWriter(C)(TM) software program, and a current flood zone
             determination for any WYO Policy application submitted pursuant to
             this Agreement. Further, excluding records required to be
             maintained by Company in accordance with the Flood Writer(C)(TM)
             software license, Vendor shall keep appropriate records, in
             conformity with Internal Revenue Services regulations, for the
             purpose of preparing 1099 reports for Company Agent's commissions
             and Adjuster's fees paid by Vendor on behalf of Company. The
             expense for the above services has been incorporated into the
             Vendor's Monthly Service Fee.

         E.  Time Standards - Vendor shall use it best efforts to adhere to
             certain time standards for performance, as may be outlined and
             amended from time to time within the FEMA/FIA Financial
             Assistance/Subsidy Arrangement ("Arrangement").

III.     PREMIUM COLLECTION AND ARRANGEMENT

         A.  Banking Arrangement - Vendor and Company shall establish banking
             arrangements which comply with the Arrangement and other WYO Flood
             Program requirements, and which will provide for the establishment
             of a NFIP restricted account ("Restricted Account") with Company
             as custodian, and a FEMA letter of credit ("Letter of Credit"),
             with additional accounts as needed to facilitate operations, all
             in conformity with FEMA/FIA guidelines. Company shall grant
             specific Vendor employees check-signing authority on any
             Restricted Account and the authority to initiate appropriate
             drawdowns against Company's Letter of Credit, in order for Vendor
             to act on Company's behalf in making 




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             disbursements for Company liabilities established by the
             Arrangement, the WYO Flood Program, and this Agreement. All such
             authorizations shall be in writing and may be revoked, amended or
             modified at any time by Company upon thirty (30) days advance
             written notice to Vendor.

         B.  Premium Remittance - Vendor shall be liable to the FIA for any
             premiums Vendor has received on WYO Flood Program business written
             under this Agreement. Vendor shall establish procedures for a
             timely deposit and remittance of funds to the U.S. Treasury via
             authorized automatic clearinghouse mechanism. Gross premium
             collected by Vendor, for WYO Flood Program business written under
             this Agreement, shall be remitted to the FIA by Vendor net of the
             established NFIP Allowable Expenses. "Allowable Expenses" shall
             mean a WYO Carrier's operating and administrative expenses.

         C.  Financial Data - Vendor shall maintain supporting documentation
             for all bank accounts over which it has authority. At least
             monthly, Vendor shall prepare financial data, by state, reflecting
             all debits and credits with respect to WYO Flood Program business
             written pursuant to this Agreement, including agents' commissions
             and Vendor's Servicing Fees paid, during the preceding quarter.

IV.      COMPANY ACCESS TO RECORDS

         Vendor agrees to permit Company or its duly appointed representatives,
         during the term of this Agreement, the right to visit, inspect,
         examine, copy, verify and audit, at Vendor's offices, any of the
         accounts, files, documents, books, reports and other records in
         possession or control of Vendor relating directly to the WYO Flood
         Program business covered by this Agreement. Such access shall be given
         during reasonable business hours and upon ten (10) days prior written
         notice to Vendor.

         Furthermore, at Company's expense, Vendor shall conduct a biennial
         audit of any and all WYO Flood Program business written by Company
         pursuant to this Agreement. To minimize the expense incurred by
         Company for such biennial audit, Vendor shall select an auditor,
         subject to Company's approval, and shall coordinate the biennial
         audit.

V.       EXPENSES AND FEES

         A.  Monthly Service Fee - Company shall pay Vendor a monthly servicing
             fee ("Servicing Fee") as specified in the "Servicing Fee
             Schedule", attached to and hereto made a part of this Agreement.

         B.  Claims Administration Fee - In addition to the above Servicing
             Fee, Company shall pay Vendor a claim administration fee ("Claim
             Administration Fee") as specified in the "Claims Administration
             Fee Schedule", attached hereto and made a part of this Agreement.

         C.  Additional Expenses - In accordance with the Arrangement, Company
             shall be liable for operating, administrative and production
             expenses, including but not limited to any State premium taxes,
             agents' commissions, or any other expense of whatever nature
             incurred by the Company in the performance of its obligations
             under the Arrangement.

         D.  Vendor Expenses - In consideration of the Servicing Fees and
             Claims Administration Fees paid to Vendor, Vendor shall pay the
             general expenses of processing the WYO Flood Program Policies,
             including those of policy administration, cash management, claims
             processing and financial and transactional reporting.




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         E.  WYO Flood Program Reimbursements - Any WYO Flood Program
             Reimbursements made pursuant to the Arrangement, including, but
             not limited to, those for the unallocated loss adjustments, the
             allocated loss adjustments, and for approved special allocated
             loss expenses, shall be payable to Vendor upon receipt by Company.

         F.  Marketing Goals - Company shall maintain responsibility for any
             risk, or shall be entitled to any reward, that may be associated
             with achieving or failing to achieve any marketing goal set by the
             FIA or FEMA.


VI.      ADDITIONAL SERVICES AND FEES

         A.  Agent or Company Training - Upon Company request, Vendor will
             provide one training session per quarter, or four training
             sessions per year, to Company or Company's agents. Company shall
             provide the training facility and pay Vendor reasonable per diem
             and travel expenses incurred.

         B.  Marketing Material - Company may use Vendor's previously developed
             marketing or promotional materials, which Vendor may customize and
             produce for Company at Company's expense.

         C.  Additional Fees and Service - Additional services not defined in
             this Agreement may be provided as mutually agreed upon between the
             Company and Vendor in writing.

VII.     CONFIDENTIALITY OF DATA AND INFORMATION

         A.  Confidential and Proprietary Information - Vendor and Company
             acknowledge that any and all information concerning the other's
             business is confidential and proprietary information
             ("Confidential Information") and neither party shall permit the
             duplication, use, or disclosure of any such Confidential
             Information to any person, other than its own employees, agents or
             representatives who must have such information for the performance
             of obligations hereunder, unless such duplication, use, or
             disclosure is specifically authorized in writing by the other
             party. Confidential Information is not meant to include any
             information which: at the time of disclosure is generally known to
             the public and/or the insurance industry prior to the disclosure.

         B.  Trademarks, Service Marks, Trade Names - Neither party shall use
             or duplicate the name(s), trademark(s), servicemark(s), or trade
             name(s) (whether registered or not) of the other party in public
             releases or advertising or in any other manner unless such use or
             duplication is specifically authorized in writing by the other
             party, except that Vendor may include Company's name in a list of
             clients/customers without such authorization.

         C.  Agreement Terms - Neither party shall disclose information as to
             specific terms of this Agreement, in particular any details about
             the work performed or the Service Fees or Claims Administration
             Fees paid, without prior written consent of the other party.

         D.  Company's Records - Vendor shall maintain system integrity and
             data security necessary to protect Company's records and data from
             loss and damage and to protect against unauthorized disclosure of
             Company's Confidential Information as described in section VII (A)
             above.




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         E.  Public Disclosure - The disclosure restrictions provided in this
             section shall be extinguished at the time and to the extent that
             the Confidential Information becomes generally available to the
             public domain without the fault of either Vendor or Company.

VIII.    COMMENCEMENT AND TERMINATION

         A.  Term of Agreement - This Agreement shall become effective on the
             date that this document is executed by Company and by Vendor and
             shall have a minimum term of thirty six (36) full calendar months
             unless terminated earlier pursuant to Section 2.C of this
             Agreement. The Agreement shall be renewed and extended after
             conclusion of the minimum term for an additional renewal term of
             thirty six (36) months unless otherwise terminated pursuant to
             Section 2.C.

         B.  Termination Without Cause - This Agreement may be terminated,
             without cause, at any time after the initial thirty six (36) month
             term by either party upon written notice of termination to the
             other, not less than ninety (90) days prior to the Termination
             Date.

         C.  Termination for Cause - Any party may immediately terminate this
             Agreement for cause upon written notice to the other party in the
             event of:

             1.  Bankruptcy, receivership, of either party, regardless of
                 whether any of these occur voluntarily or involuntarily; or

             2.  Failure by any party to fulfill a material obligation under
                 this Agreement, provided that such party has been notified in
                 writing of such failure and such failure continues without
                 cure for a period of ninety (90) days after written notice
                 thereof.

         D.  Accounting - Upon termination of this Agreement, Vendor shall
             fully account to Company for all of its responsibilities and
             activities pursuant to this Agreement.

IX.      LIABILITY

         A.  Limit of Liability - In no event shall Vendor's liability for
             breach of this Agreement or any of its provisions exceed the
             Company's liability to FEMA in connection with the WYO Flood
             Program. Vendor shall not be liable for any lost profits, business
             goodwill, or other consequential, punitive, special or incidental
             damages incurred by Company.

         B.  Vendor Indemnification - Vendor shall indemnify, defend and hold
             harmless Company, its officers, and directors from any liability,
             cost, loss, fine, penalty, claim, demand, damage or expense,
             including attorney's fees, incurred as a direct result of any act,
             error or omission by Vendor, or incurred as a result of any
             material breach of Vendor's obligations under this Agreement.
             Vendor's indemnification under this paragraph shall be in
             accordance with the limitations set forth in this Agreement.

         C.  Company Indemnification - Company shall indemnify, defend and hold
             harmless Vendor, its officers, and directors from any liability,
             cost, loss, fine, penalty, claim, demand, damage or expense,
             including attorney's fees, incurred as a direct result of any act,
             error or omission by Company or incurred as a result of any
             material breach of Company's obligations under this Agreement.
             Company's indemnification under this paragraph shall be in
             accordance with the limitations set forth in this Agreement.




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         D.  Notice of Claim - All parties agree to promptly give the other
             notice upon being notified or becoming aware of an allegation or
             claim which could give rise to a claim under this section.

X.       GENERAL AGREEMENTS

         A.  Applicable Law - This Agreement in all matters arising thereunder
             shall be governed by and determined in accordance with the laws of
             the State of Florida. Venue for any actions arising hereunder
             shall be in a State court of competent jurisdiction in Pinellas
             County, Florida.

         B.  Entire Agreement - This Agreement, and any exhibits, schedules or
             addenda attached hereto, contain all of the prior oral and/or
             previously written agreements, representations, and arrangements
             between the parties hereto. There are no representations or
             warranties other than those set forth herein. No change or
             modification of this Agreement shall be valid unless the same
             shall be in writing and signed by all of the parties hereto. All
             schedules, addendum of any kind, or attachments to this Agreement
             shall be made a part of this Agreement and shall be subject to all
             terms and conditions of this Agreement.

         C.  Attorney's Fees - If either party should bring a Court action
             alleging breach of this Agreement or seeking to enforce, rescind,
             renounce, declare void or terminate this Agreement or any
             provisions thereof, the prevailing party shall be entitled to
             recover all of its legal expenses, including reasonable attorney's
             fees and costs (including legal expenses for any appeals taken),
             and to have the same awarded as part of the judgment in the
             proceeding in which such legal expenses and attorney's fees were
             incurred.

         D.  Company Warranties - Company warrants that it has entered into an
             agreement with FEMA pursuant to which it is authorized to issue
             WYO Policies, and that it is licensed to engage in the insurance
             business in all jurisdictions in which it has duly authorized
             Vendor to issue WYO Policies or other insurance coverage in the
             Company's name. Further, Company warrants to Vendor that it will
             comply with the laws of the state or states covered by this
             Agreement and with the rules and regulations of all regulatory
             authorities having jurisdiction over Company's activities, and
             shall, whenever necessary, maintain at its own expense all
             required licenses to transact business in such states.

         E.  Vendor Warranties - Vendor warrants to Company that it is duly
             authorized and incorporated to transact the business of servicing
             insurance companies. Further, Vendor warrants to Company that it
             will comply with the laws of the state or states covered by this
             Agreement and with the rules and regulations of all regulatory
             authorities having jurisdiction over Vendor's activities, and
             shall, whenever necessary, maintain at its own expense all
             required licenses to transact business in such states.

         F.  Invalidation - Should any part of this Agreement for any reason be
             declared invalid, such decision shall not effect the validity of
             any remaining portion, which remaining portion shall remain in
             full force and effect as if the Agreement had been executed with
             the invalid portion thereof eliminated. It is, therefore, declared
             the intention of the parties hereto that each of them will have
             executed the remaining portion of this Agreement without including
             therein any such part, parts or portion which may, for any reason,
             be hereafter declared void.





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         G.  Construction of Agreement - The parties acknowledge that each
             party and its counsel have reviewed and revised this Agreement and
             that the normal rule of construction to the effect that any
             ambiguities are to be resolved against the drafting party shall
             not be employed in the interpretation of this Agreement or any
             amendments or exhibits hereto.


         H.  Miscellaneous - Words of a gender used in this Agreement shall be
             held to include any other gender, the words in a singular number
             held to include the plural, when the sentence so requires. Section
             headings are intended for purposes of description only and shall
             not be used for purposes of interpretation of this Agreement.

         I.  Notices - Any and all notices, designations, consents, offers,
             acceptances, or any other communication provided for herein shall
             be given in writing by hand delivery, by overnight carrier, by
             registered or certified mail or by facsimile transmission and
             shall be addressed as follows:

As to Company:                     Island Insurance Companies, LTD
                                   1022 Bethel Street
                                   P.O. Box 1520
                                   Honolulu, HI 96806-1520
                                   Fax Number: (808) 545-8170
                                   Attention:  Wayne Arakaki, President

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

             As to Vendor:         Insurance Management Solutions, Inc.
                                   360 Central Avenue
                                   St. Petersburg, FL 33701
             Fax Number:           (813) 823-6518
             Attention:            Kathy Batson, Senior Vice President

             Notices sent by hand delivery shall be deemed effective on the
             date of hand delivery. Notices sent by overnight carrier shall be
             deemed effective on the next business day after being placed into
             the hands of the overnight carrier. Notices sent by registered or
             certified mail shall be deemed effective on the third business day
             after being deposited into the post office. Notices sent by
             facsimile transmission shall be deemed to be effective on day when
             sent if sent prior to 4:30 p.m. (the time being determined by the
             time zone of the recipient) otherwise they shall be deemed
             effective on the next business day.


IN WITNESS WHEREOF, the parties hereto by their respective duly authorized
representatives have executed this Agreement to be effective as of the 13th day
of January, 1999.


"Vendor":                                       "Company":

INSURANCE MANAGEMENT SOLUTIONS, INC.            ISLAND INSURANCE COMPANIES, LTD

By: /s/ Jeffrey S. Bragg                        By: /s/ Wayne Arakaki
   ---------------------------------               ----------------------------
        Jeffrey S. Bragg                                Wayne Arakaki

As its: CEO                                     As Its: President
       -----------------------------                   ------------------------

Date:   January 13, 1999                        Date:   January 7, 1999
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