EXHIBIT 10 (d)


                          CLAIMS SERVICES AGREEMENT

 This Claim Service Agreement ("Agreement") is made and effective the 25th
 day of March, 2003 (Effective Date) by and between Millers General Agency,
 a Texas Corporation, having its principal place of business at 777 Main
 Street, Suite 1000, Fort Worth, Texas (hereinafter "MGA") and Effective
 Claims Management, Inc., a Texas Corporation, having its principal place
 of business at 777 Main Street, Suite 1000, Fort Worth, Texas (hereinafter
 "ECM') and its successors in interests and shall continue until it is
 terminated as set forth herein.

                                   RECITALS

 WHEREAS MGA entered into a General Agency Agreement dated August 15, 2001
 (hereinafter "Agency Agreement") with Clarendon National Insurance Company
 ("Clarendon") for the issuance and administration of insurance policies in
 certain states (hereinafter "policies"); and

 WHEREAS MGA also entered into a Claim Administration Agreement dated August
 15, 2001 with Clarendon for the administration and adjustment of claims
 arising under the policies (hereinafter "Clarendon Claims Agreement"); and

 WHEREAS MGA desires that certain of the claims administration duties,
 obligations and responsibilities required under the Clarendon Claims
 Agreement be provided by ECM as set forth herein; and

 WHEREAS ECM desires to provide such services; and

 WHEREAS ECM is in the business of providing claim and litigation management
 services related to the property and casualty insurance business and has
 substantial expertise in the administration of claims arising out of similar
 policies; and

 WHEREAS nothing contained in this Agreement shall relieve MGA or Clarendon
 from the fulfillment of any of their respective rights, responsibilities and
 obligations under the Clarendon Claims Agreement; and

 WHEREAS Clarendon has reviewed this subcontract and has approved of its form
 and content as required under Article I, sections 1.2(c) (vii) and 1.8 of
 the Clarendon Claims Agreement and such approval is acknowledged by the
 below signature of Clarendon's authorized representative.

 NOW, THEREFORE, in consideration of the premises set forth below and other
 good and valuable consideration, the receipt and sufficiency of which is
 expressly acknowledged, ECM and MGA hereby agree as follows:



                            STATEMENT OF AGREEMENT

                                  ARTICLE I

                                 DEFINITIONS
                                 -----------

 Unless the context otherwise requires, the terms defined in this Article I
 shall for the purposes of this Agreement, have the meanings herein
 specified:

 1.1  Loss Adjustment Expenses shall mean all Claim adjustment costs and
 expenses incurred by ECM and allocated by ECM to the investigation,
 adjustment and settlement or defense of a Claim for benefits or damages
 under the policies. Such expenses shall include, but are not limited to:
 attorney's fees and disbursements; appraisals, reports, surveys, analyses
 of professionals and experts; automobile and property appraisals; trial
 and hearing attendance fees; reports from government agencies or branches;
 credit bureau reports; extraordinary Claim investigation expense and travel
 expenses incurred at the request of the MGA or Clarendon and any other
 similar cost, fee, or expense for services reasonably related to the
 investigation and defense of a Claim. "Allocated Loss Adjustment Expenses"
 shall not include the salaries and traveling expenses of ECM employees
 except as it relates to reasonable travel expenses incurred when required
 and with customer approval to attend trials, mediations, or arbitrations.

 1.2  Authority Limit shall be defined as the limit of authority contained in
 the Clarendon Claim Agreement and as amended from time to time by Clarendon.

 1.3  Claim or Claims shall mean any monetary demand, occurrence or loss,
 actual or alleged, made against, arising out of or in connection with the
 policies to which this Agreement applies.

 1.4  Claim Services shall mean those Claims services provided hereunder by
 ECM that are described in Article IV of this Agreement.

 1.5  Compensation shall be that amount set forth and described in Article V
 of this Agreement.

 1.6  Policy or Policies shall mean the policy or policies issued by or on
 behalf of Clarendon National Insurance Company under the Agency Agreement
 to which this Agreement applies.

 1.7 Recoveries shall include any and all credits, salvage recoveries,
 overpayments, voided or returned checks, or other recoveries that shall
 be credited to the policies.


                                  ARTICLE II

                               DURATION (TERM)
                               ---------------

 This agreement shall remain in force and effect and shall continue until
 it is cancelled or terminated as provided in the cancellation/termination
 clause set forth below.


                                 ARTICLE III

                               CONFIDENTIALITY
                               ---------------

 ECM shall maintain the confidentiality of data or information which is
 the property of MGA or Clarendon and which is accessible to ECM in the
 implementation and performance of this agreement. ECM shall not disclose
 such data or information without the prior written consent of MGA or
 Clarendon as the case may be. Notwithstanding the preceding sentence,
 MGA and Clarendon agree that ECM may use such data or information for the
 purpose of filing any reports required by any governmental agency or when
 compelled to do so by a valid order of a court or regulatory agency, with
 prior notice to the each.


                                 ARTICLE IV

                               CLAIM SERVICES
                               --------------

 ECM shall perform the following services subject to periodic review and
 audit thereof by MGA, Clarendon, or their authorized representatives
 throughout the term of this Agreement:

 (a)  Using appropriately trained and licensed personnel: investigate,
      evaluate, handle and process each claim reported based on accepted
      industry standards and any written standards and/or requirements
      provided by MGA and/or Clarendon, in accordance with applicable state
      law and the terms and conditions of the policy including responding to
      Department of Insurance inquiries and complaints and settling claims
      within the authority level stated in this Agreement. MGA grants to ECM
      the authority to provide the foregoing claims administration services
      for and on behalf of MGA relating to Clarendon policies; provided,
      however, that ECM will not have any authority to alter, modify or
      discharge any policy or waive any policy provision, exclusion or
      condition.

 (b)  Investigate all reported claims to the extent Millers or Clarendon
      deems necessary.

 (c)  Verify coverage and applicable deductibles on all cases;

 (d)  Determine and evaluate any coverage issues in connection with the
      claims and refer same to Clarendon or counsel with recommendations.

 (e)  Establish appropriate reserves for all claims, subject, however, to
      the right of MGA or Clarendon to adjust the amounts of such reserves
      based upon claim standards.

 (f)  Deny coverage in writing with respect to those claims which the
      Administrator determines should be denied based upon factors
      established by the claims standards as a basis for denying coverage.

 (g)  Adjust, settle and bring to a conclusion those claims which ECM
      determines Clarendon is legally obligated to pay in accordance with
      applicable law, the terms of the policies and the claims standards.

 (h)  Administer the appraisal/assessment process using a combination of
      staff, independent appraisers and direct repair facilities reasonably
      acceptable to MGA and or Clarendon;

 (i)  Perform all reasonable and necessary administrative and clerical work
      in connection with claim or loss reports

 (j)  Establish and maintain a claim file for each reported claim or loss
      containing, among other things, a copy of the declarations page of the
      relevant policy. The claim file will have a daily activity log, which
      will be available for review at any and all reasonable times by MGA or
      its designee subject to the provisions of this Agreement;

 (k)  Record and report each claim promptly to MGA with a recommended
      reserve; and consult with, and seek consent from, MGA and/or Clarendon
      with respect to any of the following:

      (1)  any loss or claim resulting in legal action being instituted
           against the insured, ECM, MGA or Clarendon;

      (2)  any loss or claim causing a complaint to be filed with any
           regulatory authority;

      (3)  any inquiry from any regulatory authority, including but not
           limited to any Insurance department, with respect to any claim
           or claims, even if no complaint causes such inquiry;

      (4)  any claim in which ECM deems appropriate to rescind coverage for
           material misrepresentations, deny policy coverage, or involves a
           coverage dispute;

      (5)  any claim involving an allegation of extra contractual
           obligations, or bad faith claim handling;

      (6)  any claim involving a fatality, major amputation, spinal cord or
           brain damage, loss of eyesight, extensive bums, poisoning, toxic
           exposure, multiple fractures or a minor;

      (7)  any claim that MGA or Clarendon desires to be kept advised of
           during the life of the claim;

      (8)  any claim where there has been a demand for policy limits and ECM
           does not evaluate the value of the claim to include settlement at
           that amount;

      (9)  any claim involving asbestos, pollution, toxic waste and lead or
           paint poisoning;

      (10) any claim having potential subrogation;

      (11) any claim which is very likely to result in the commencement of
           litigation within 30 days;

      (12) any claim involving pharmaceuticals, communicable diseases, rape,
           child molestation or multiple claim food poisoning;

      (13) any claim which might ultimately result in the payment(s) in
           excess of policy limit. In the event of such claim, ECM shall
           forward a copy of the claim file to MGA or Clarendon upon request;
           and

      (14) any claim open for more than six months in accordance with the
           Clarendon Claims Agreement.

  (l) Prepare checks and vouchers, compromises, releases, agreements and any
      other documents reasonably necessary to finalize and close claims. ECM
      will issue payments of claims and loss adjustment expenses only within
      the guidelines as authorized by MGA or its designee.

  (m) Maintain service standards and claims documentation in accordance with
      standards established by MGA. ECM will be in compliance with all state
      regulations dealing with the adjusting and handling of claims. ECM
      will periodically review the development of the claims handling
      procedure with MGA or its designee to identify problems and recommend
      corrective action;

  (n) Diligently pursue and prosecute salvage rights relating to any losses.
      ECM will use reasonable efforts to collect and will deposit funds
      arising from the enforcement of such rights into an appropriate
      account.

  (o) ECM will, at customer's expense, forward closed files to MGA or
      Clarendon, as directed within 45 days after the last feature has been
      closed.

  (p) Maintain in good standing all licenses, permits and authorizations
      necessary or appropriate to perform services under this Agreement in
      compliance with all applicable laws, rules and regulations and shall
      use only public independent adjusters, investigators or appraisers who
      are duly licensed in the states where their services are performed.

  (q) Appoint Independent Counsel from a list approved by MGA and/or
      Clarendon and coordinate a proper defense with such Counsel.

  (r) Report suspected fraud as required by any applicable statue or
      regulation in the state(s) where the policies are issued.


                                  ARTICLE V

                                 COMPENSATION
                                 ------------

 For all services to be rendered by ECM during the term of this Agreement,
 MGA shall pay ECM the same compensation that MGA would otherwise be entitled
 to receive in accordance with Article 2 of the Clarendon Claims Agreement.


                                  ARTICLE VI

                       DUTIES OF MILLERS GENERAL AGENCY
                       --------------------------------

 MGA shall cooperate with ECM to the extent reasonably necessary to
 enable the Administrator to adequately perform claims services under this
 Agreement, including without limitation, responding promptly to ECM's
 requests for relevant policy and underwriting information.


                                 ARTICLE VII

                             ULTIMATE DISCRETION
                             -------------------

 ECM acknowledges and agrees that Clarendon, having ultimate responsibility
 for the claims to be administered by ECM under this Agreement, will at all
 times retain and have ultimate discretion with respect to all issues
 pertaining to such matters.


                                 ARTICLE VIII

                                 INDEMNITIES
                                 -----------

 8.1  MGA agrees that it will indemnify and hold harmless ECM and its
 directors, officers, and employees from and against any and all claims,
 loss, liability, costs, damages, and reasonable attorney's fees incurred by
 ECM as the direct or indirect result of any misconduct, error or omission
 of MGA or any of MGA directors, officers, employees, subsidiaries or
 affiliates, taken in connection, with the furtherance or performance of any
 provision of this Agreement, or as a result of instructions given by MGA or
 Clarendon to ECM, which the latter follows, provided that said claims, loss,
 liability costs, damages, and reasonable attorney's fees have not been
 directly caused by any misconduct, error or omission by ECM, its directors,
 officers, employees, subsidiaries and affiliates.

 8.2  ECM agrees that it will indemnify protect, defend and hold harmless MGA
 and its directors, officers, employees, subsidiaries, and affiliates from
 and against any and all claims, actions, causes of action, loss, liability,
 costs, damages, liabilities, fines, assessments, penalties, liability for
 punitive or exemplary damages, payments, settlements, arbitration awards,
 verdicts and judgements, including reasonable costs and attorney's fees
 (hereinafter "damages") of any kind or nature whatsoever arising out of or
 resulting from thc negligent, willful or intentional acts or omissions of
 ECM or incurred as the director indirect result of any misconduct, error or
 omission of BCM or any of its directors, officers, employees, subsidiaries,
 shareholders, or affiliates, taken in connection with the furtherance of
 performance of any provision of this Agreement, provided that said claims,
 loss, liability, costs, damages, and reasonable attorney's fees have not
 been directly caused by any misconduct, error, or omission of MGA, its
 directors, officers, employees, subsidiaries and affiliates.

 8.3 The indemnities set forth in this Article shall survive any termination
 of this Agreement.


                                 ARTICLE IX

                                 TERMINATION
                                 -----------

 This agreement may be terminated in accordance with this section.

 9.1 Termination. Either party shall have the right to terminate this
 Agreement with or without cause by giving to the other party at least one
 hundred eighty (180) days prior written notice of such termination of this
 Agreement. This Agreement maybe sooner terminated on the first to occur of
 the following:

   (a) Termination by Mutual Agreement. In the event the Parties shall
       mutually agree in writing,  this Agreement may be terminated on the
       terms and dates stipulated therein.
   (b) Non-Payment. In the event that MGA fails to pay when due any
       compensation or other payment due under this Agreement, ECM may
       terminate this Agreement immediately and ECM shall have no further
       obligation to provide services hereunder.
   (c) Uncorrected Material Breach. With respect to any material breach of
       this Agreement, by written notice from the non-breaching Party upon
       a material breach by the other Party of its duties or obligations
       under this Agreement; provided, however, such termination will be
       effective only after (i) such breach remains substantially uncured
       for thirty (30) days after written notice specifying such breach is
       received by the breaching Party; or (ii) with respect to a breach
       that cannot be reasonably cured with a thirty (30) day period, the
       breaching Party fails to take action, reasonably satisfactory to the
       non-breaching Party, necessary to commence curing such breach and
       thereafter fails to proceed with all reasonable efforts to cure
       substantially such breach.
   (d) Bankruptcy. In the event either party makes a general assignment for
       the benefit of creditors or files a voluntary petition in bankruptcy
       or petitions for reorganization or arrangement under the bankruptcy
       laws, of if a petition of involuntary bankruptcy is filed against
       either party and remains undismissed for a period of thirty (30) days,
       or if a receiver or trustee is appointed for all or any part of the
       property and assets of either party, the other party may terminate the
       Agreement immediately.

 9.2 Return of Files. In the event that this Agreement is terminated for any
 reason, BCM agrees that all open and closed files in ECM's actual possession
 will be returned to MGA or its designee. In the event this Agreement is
 terminate by MGA, MGA will be responsible for the pick up and transportation
 of the files. In the event the agreement is terminated by ECM other than
 pursuant to Sections 9.1 (a), (b), (c) or (d), the cost associated with
 the pick up and transportation of the files shall be borne by ECM. If the
 agreement is terminated by mutual agreement, the cost shall be borne equally
 between the parties.

 9.3 Effects of Termination. Except for covenants or other provisions herein
 that by their terms, expressly extend beyond the Term of Agreement, the
 parties' obligations hereunder arc limited to the Term of Agreement. Upon
 termination, ECM will not be required to provide any further services under
 this Agreement.


                                   ARTICLE X

                                   INSURANCE
                                   ---------

 ECM shall maintain in full force and effect during the term and all
 successive terms of this Agreement, a policy or policies of insurance
 covering ECM and its employees in type and amount to be mutually agreed
 upon.


                                  ARTICLE XI

                      ARBITRATION AND EQUITABLE REMEDIES
                      ----------------------------------

 11.1 Arbitration Proceedings. If the Parties have not resolved a monetary
 claim or dispute arising under this Agreement, any Party may submit the
 matter to arbitration. A panel of three arbitrators will conduct the
 arbitration proceedings in accordance with the provisions of the Federal
 Arbitration Act (99 U.S.C. Section 1 et seq.) and the Commercial Arbitration
 Rules of the American Arbitration Association in effect at the time the
 matter is to be arbitrated (the "Arbitration Rules"). The decision of a
 majority of the panel will be the decision of the arbitrators.

 (a) Arbitration Notice. To submit a monetary claim or dispute to
 arbitration, a party will furnish the other party and the American
 Arbitration Association with a notice (the "Arbitration Notice") containing
 (i) the name and address of such party, (ii) the nature of the monetary
 claim or disputed in reasonable detail, (iii) the party's intent to commence
 arbitration proceedings under this Agreement. (iv) the proposed venue of
 the arbitration, and (v) the other information required under the Federal
 Arbitration Act and the Arbitration Rules.

  (b) Selection of Arbitrators. Within ten days after delivery of the
 Arbitration Notice, each party will select one arbitrator from the list
 of the American Arbitration Association's National Panel of Commercial
 Arbitrators. Within ten days after the selection of the last of those two
 arbitrators, those two arbitrators will select the third arbitrator from
 such list. If the first two arbitrators cannot select a third arbitrator
 within such ten day period, the American Arbitration Association will select
 such third arbitrator from the list. Each arbitrator will be an individual
 not subject to disqualification under Rule 19 of the Arbitration Rules.

 (c) Arbitration Final. The arbitration of the matters in controversy and the
 determination of any amount of damages or indemnification will be final and
 binding upon the parties to the maximum extent permitted by law, provided
 that any party may seek any equitable remedy available under law as provided
 in this Agreement. This agreement to arbitrate is irrevocable.

 11.2 Place of Arbitration. Any arbitration proceedings will be conducted in
 Fort Worth, Texas or as the parties may mutually agree. The arbitrators will
 hold the arbitration proceedings within 60 days after the selection of the
 third arbitrator.

 11.3 Equitable Remedies. Notwithstanding anything else in this Agreement
 to the contrary, a party will be entitled to seek any equitable remedies
 available under law. Any such equitable remedies will be in addition to
 any damages or indemnification rights that such party may assert in an
 arbitration proceeding.

 11.4 Judgements. Any arbitration award under this Agreement will be final
 and binding. Any court having jurisdiction may enter judgment on such
 arbitration award upon application of a party.

 11.5 Expenses. If any party commences arbitration proceedings or court
 proceedings seeking equitable relief with respect to this Agreement, the
 prevailing Party in such arbitration proceedings or case may receive as part
 of any award or judgment reimbursement of such Party's reasonable attorney's
 fees and expenses to the extent that the arbitrators or court considers
 appropriate. The Arbitrators will assess the costs of the arbitration
 proceedings, including their fees, to the Parties in such proportions
 as the arbitrators consider reasonable under the circumstances.

 11.6 Exclusivity of Remedies. To the extent permitted by law, the
 arbitration and judicial remedies set forth in this Article will be the
 exclusive remedies available to the Parties with respect to any dispute
 under this Agreement or Claim for damages or indemnification under this
 Agreement.


                                ARTICLE XXII

                                MISCELLANEOUS
                                -------------

 12.1 Amendment. No modification, amendment or supplement to, or waiver of,
 this Agreement or any of its provisions shall be binding upon the parties
 hereto unless made in writing and duty signed by all parties to be charged
 therewith.

 12.2 Relationship of the Parties. This Agreement does not create a
 partnership, joint venture or association; nor does this Agreement, or the
 operations hereunder, create the relationship of lessor and lessee or bailor
 and bailee. Nothing contained in this Agreement or in any agreement made
 pursuant hereto shall ever be construed to create a partnership, joint
 venture or association, or the relationship of lessor and lessee or bailor
 and bailee, or to impose any duty, obligation or liability that would arise
 therefrom with respect to either or both of the parties. Specifically, but
 not by way of limitation, except as otherwise expressly provided for herein,
 nothing contained herein shall be construed as imposing any responsibility
 of ECM for the debts or obligations of MGA or any of its affiliates. It is
 hereby expressly understood that ECM is hereby engaged by MGA to provide
 claim administration and litigation management services as an agent of MGA.
 ECM, its affiliates and designees shall have the right to render similar
 services for other business entities and persons, including its own, whether
 or not engaged in the same business as MGA and may enter into such other
 business activities as ECM and its affiliates, in their sole discretion,
 may determine.

 12.3 No Third Party Beneficiaries. Except as otherwise expressly stated
 herein, this Agreement is solely for the benefit of the parties and no
 other Person will have any fight, interest or claim under this Agreement.

 12.4 General Representations. Each party represents and warrants that on the
 Effective Date: (i) it is a corporation, duly established, validly existing
 and in good standing under the laws of its state or jurisdiction of
 incorporation, with power and authority to carry on the business in which it
 is engaged and to perform its respective obligations under this Agreement;
 (ii) the execution and delivery of this Agreement have been duly authorized
 and approved by all requisite corporate action; (iii) it has all the
 requisite corporate power and authority to enter into this Agreement and to
 perform its obligations hereunder; and (iv) the execution and delivery of
 this Agreement do not, and consummation of the transactions contemplated
 herein will not, violate any of the provisions of its charter or bylaws or
 any applicable state or federal laws applicable to them.

 12.5 Assignability. No party may assign its benefits or delegate its duties
 under this Agreement without the prior written consent of the other party.
 Any attempted assignment or delegation without such prior written consent
 will be void.

 Notwithstanding the foregoing, any party may assign its rights under this
 Agreement to a purchaser of all the assets or equity of such party without
 the other party's consent, and any such purchaser and any subsequent
 purchasers of all of the assets or equity of such party may similarly
 assign or delegate such rights.

 12.6 Notices. All claims, consents, designations, notices, waivers, and
 other communications in connection with this Agreement will be in writing.
 Such claims, consents, designations, notices, waivers, and other
 communications will be considered received (a) on the day of actual
 transmittal when by facsimile with written confirmation of such transmittal,
 (b) on the next business day following actual transmitta1 when transmitted
 by a nationally recognized overnight courier, or (c) on the next business
 day following actual transmittal when transmitted by certified mail, postage
 prepaid, return receipt requested; in each case when transmitted to a party
 at its address set forth below (or to such other address to which such party
 has notified the other parties in accordance with this Section to send such
 claims, consents, designations, notices, waivers, and other communications):

      If to ECM:     Effective Claims Management, Inc.
                     777 Main Street, Suite 1000
                     Fort Worth, Texas
                     Attn: President

      If to Millers: Millers General Agency, Inc.
                     777 Main Street, Suite 1000
                     Fort Worth, Texas 76102
                     Attn: President

 12.7 Waiver. No provision of this Agreement will be considered waived unless
 such waiver is in writing and signed by the party that benefits from the
 enforcement of such provision. No waiver of any provision in this Agreement,
 however, will be deemed a waiver of a subsequent breach of such provision or
 a waiver or a similar provision. In addition, a waiver of any breach or a
 failure to enforce any term or condition of this Agreement will not in any
 way affect, limit or waive a party's rights under this Agreement at any time
 to enforce strict compliance thereafter with every term and condition of
 this Agreement.

 12.8 Binding Effect. This Agreement will be binding upon and will inure to
 the benefit of each party and it heirs, legal representatives, permitted
 assigns, and successors, provided that this Section will not permit the
 assignment or other transfer of this Agreement, whether by operation of
 law or otherwise, if such assignment or other transfer is not otherwise
 permitted under this Agreement.

 12.9 Interpretation. Throughout this Agreement, nouns, pronouns and verbs
 shall be construed as masculine, feminine, neuter, singular or plural,
 whichever shall be applicable. All references herein to "Articles"
 "Sections" and "paragraphs" shall refer to corresponding provisions
 of this Agreement unless otherwise expressly stated herein.

 12.10  Headings. Headings are solely for convenience and ease of reference
 and are not to be considered in the construction or interpretation of any
 provision of this Agreement.

 12.11 Severability. Any provision of this Agreement that is prohibited
 or unenforceable in any jurisdiction will not invalidate the remaining
 provisions of this Agreement of affect the validity or enforceability of
 such provision in any other jurisdiction. In addition, any such prohibited
 or unenforceable provision will be given effect to the extent possible in
 the jurisdiction where such provision's prohibited or unenforceable.

 12.12 Counterparts. This Agreement may be executed in any number of
 counterparts and by different parties hereto in separate counterparts, with
 the same effect as if all parties hereto bad signed the same document. All
 such counterparts shall be deemed an original, shall be construed together
 and shall constitute one and the same instrument. This Agreement may also be
 executed and delivered by exchange of facsimile transmissions of originally
 executed copies.

 12.13 Entire Agreement. This Agreement together will all exhibits and
 schedules, if any, attached hereto constitutes the entire agreement
 between the parties and supersedes all previous agreements, promises,
 representations, understandings, and negotiations whether written or
 oral, between the parties with respect to the subject matter hereof

 12.14 GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE
 STATE OF TEXAS REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER THE
 CONFLICTS OF LAWS PRINCIPLES OF SUCH STATE.

 12.15  Force Majeure. The parties will not be liable or deemed to be in
 default for any delay or failure in performance under this Agreement or
 interruption of services resulting directly or indirectly, from acts of
 God, civil or military authority, labor disputes, shortages of suitable
 materials, labor or transportation or any similar cause beyond the
 reasonable control of the parties.

 12.16 Attorney's Fees. In the event of any action, arbitration, claim,
 proceeding or suit between MGA and ECM seeking enforcement of any of the
 terms and conditions of this Agreement, the prevailing party in such action,
 arbitration, claim, proceeding or suit will be awarded its reasonable costs
 and expenses, including its court costs and reasonable attorneys' fees.

 12.17  Agreement to Perform Necessary Acts. Each party agrees to perform
 any further acts and execute and deliver any and all further documents
 and/or instruments, which may be reasonably necessary to carry out the
 provisions of this Agreement and the transactions contemplated hereby.

 12.18 Third Party Beneficiary Status of Clarendon. Clarendon is an
 express third party beneficiary of this Agreement. Except for Clarendon,
 nothing in this Agreement, whether express or implied, is intended or shall
 be construed to confer upon or give to any other person, firm, corporation,
 or legal entity, any rights, remedies, or other benefits under or by reason
 of this Agreement.


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


                          EFFECTIVE CLAIMS MANAGEMENT, INC.

                          BY:    /s/ Cecil R. Wise
                                 --------------------------
                          Name:  Cecil R. Wise
                                 --------------------------
                          Title: President
                                 --------------------------

                          MILLERS GENERAL AGENCY, NC.

                          By:    /s/ Timothy A. Bienek
                                 --------------------------
                          Name:  Timothy A. Bienek
                                 --------------------------
                          Title: President
                                 --------------------------

 CONTENT AND FORM APPROVED AND CONSENTED TO:

                          CLARENDON NATIONAL INSURANCE CO.

                          By:    /s/ Gerhard Ketels
                                 --------------------------
                          Name:  Gerhard Ketels
                                 --------------------------
                          Title: Secretary
                                 --------------------------