<PAGE>
                                                                   Exhibit 10.22










                              FLORIDA MGA AGREEMENT


                                     BETWEEN


                     DIRECT GENERAL INSURANCE COMPANY, INC.
                          A TENNESSEE DOMICILED INSURER
                   (HEREINAFTER REFERRED TO AS THE "COMPANY")


                                     AND THE


                           MAITLAND UNDERWRITERS, INC.
                         A FLORIDA DOMICILED CORPORATION
            (HEREINAFTER REFERRED TO AS THE "MANAGING GENERAL AGENT")


                                    EFFECTIVE


                                 AUGUST 16, 1999


<PAGE>
                                    CONTENTS

<TABLE>
<CAPTION>
                                                                                PAGE
                                                                                ----
<S>            <C>                                                              <C>
               Recitals                                                            1
ARTICLE 1.     APPOINTMENT/AUTHORITY                                               1
               1.01     Authority                                                  1
               1.02     General Duties                                             1
               1.03     Commencement Operational Date; Trial Period                2
               1.04     Independent Contractor                                     2
ARTICLE 2.     REINSURANCE                                                         3
               2.01     Acceptable Reinsurance Treaty                              3
               2.02     Retrocessions; No Authority                                3
ARTICLE 3.     COMPENSATION PAYABLE TO MGA; COMMISSION STATEMENTS                  3
               3.01     Commission Entitlement                                     3
               3.02     Commission Structure                                       3
               3.03     Commission Statement                                       4
               3.04     Advanced Commissions                                       4
               3.05     Acceleration                                               4
               3.06     Equitable Relief                                           4
               3.07     Ancillary Products Commissions                             5
               3.08     Full Compensation                                          5
ARTICLE 4.     LIMITATIONS OF AUTHORITY                                            5
               4.01     Maximum Premium Volume                                     5
               4.02     Underwriting Guidelines and Forms                          5
               4.03     Maximum Limits                                             5
               4.04     Company's Right to Cancel/Nonrenew Insurance Policies      6
               4.05     Company's Right to Suspend Binding Authority               6
               4.06     Prohibited Expenses                                        6
               4.07     Managing General Agent's Right to Offset                   6
               4.08     No Claims Settlement Authority                             6
ARTICLE 5.     PREMIUM COLLECTION AND REMITTANCES                                  6
               5.01     Premium Financing                                          6
               5.02     Payment of Premium; Responsibility For                     6
               5.03     Premium Trust Account                                      7
ARTICLE 6.     [RESERVED]                                                          7
ARTICLE 7.     REPORTS                                                             7
               7.01     Financial Information                                      7
               7.02     Reporting Requirements                                     7
ARTICLE 8.     RECORDS                                                             7
               8.01     Records Retention                                          7
               8.02     Document Production                                        8
ARTICLE 9.     GENERAL OBLIGATIONS OF MGA                                          8
               9.01     Licensing                                                  8
               9.02     Supervision of Agents/Producers                            8
               9.03     Compliance with Laws                                       8
</TABLE>


                                       i
<PAGE>
<TABLE>
<CAPTION>
<S>            <C>                                                              <C>
               9.04     Complaint Procedure                                        8
               9.05     No Authority to Delegate                                   9
               9.06     Managing General Agency Expense Responsibility             9
               9.07     Use of Company Logo, etc                                   9
               9.08     Ownership of Supplies                                      9
               9.09     [Reserved]                                                 9
               9.10     MIS System and Computer Access                            10
               9.11     Confidentiality                                           10
               9.12     Claims Reporting                                          10
ARTICLE 10.    GENERAL OBLIGATIONS OF COMPANY                                     10
               10.01    Insurance Department Complaints                           10
               10.02    Use of Managing General Agent's Logo, etc                 10
               10.03    Company's Right to Offset                                 10
ARTICLE 11.    INSURANCE AND INDEMNITY                                            10
               11.01    Insurance                                                 10
               11.02    Indemnification by Managing General Agent                 11
               11.03    Indemnification by Company                                11
               11.04    Notice of Indemnifiable Claim                             12
ARTICLE 12.    TERM OF AGREEMENT                                                  12
               12.01    Term                                                      12
ARTICLE 13.    TERMINATION OF THIS AGREEMENT                                      13
               13.01    Termination by Company; Generally                         13
               13.02    Termination by Company for Cause                          13
               13.03    Termination by Managing General Agent                     14
               13.04    Ownership of Business                                     15
               13.05    Continued Servicing                                       15
               13.06    Immediate Suspension                                      16
ARTICLE 14.    SOLICITATION AND RECRUITMENT                                       16
               14.01    Non-Solicitation                                          16
               14.02    Non-Recruitment                                           17
               14.03    Injunctive Relief                                         17
ARTICLE 15.    GENERAL PROVISIONS                                                 17
               15.01    Notice                                                    17
               15.02    Integration, Waiver, and Amendment                        17
               15.03    Remedies Not Exclusive                                    18
               15.04    Severability                                              18
               15.05    Applicable Law                                            18
               15.06    Conformance to Law                                        18
               15.07    Arbitration                                               18
               15.08    Other Companies                                           19
               15.09    Non-Assignability/Non-Delegation                          20
               15.10    Counterparts                                              20
ARTICLE 16.    CONDITION PRECEDENT                                                20
               Signatures                                                         21
</TABLE>


                                       ii



<PAGE>
Schedules
---------
A  List of Cash Register Automobile Insurance Agencies                     22
B  Private Passenger Automobile Business -- Authority                      23
C  Commission Schedule                                                     24













                                      iii
<PAGE>
                    FLORIDA MANAGING GENERAL AGENCY AGREEMENT

         This Managing General Agency Agreement (this "Agreement") is effective
this the 16th day of August, 1999 ("Effective Date"), by and between Direct
General Insurance Company, a Tennessee domiciled insurer (the "Company") and
Maitland Underwriters, Inc. (the "Managing General Agent" or "MGA")

         WHEREAS, Company is a duly licensed insurance company in various states
of the United States; and

         WHEREAS, Managing General Agent has substantial expertise in
soliciting, developing marketing, underwriting, and issuing contracts of
insurance for certain coverages as described herein which uniquely meet the
insurance needs of certain persons and entities; and

         WHEREAS, Company desires to appoint Managing General Agent as its
managing general agent for the solicitation, underwriting, binding, and issuing
of such insurance coverages in the State of Florida through its duly licensed
affiliated producing agencies listed on Schedule A hereto (the "Agencies"). (For
the purposes of this Agreement, the "Agencies" shall include any and all
additional insurance agencies that LR3 Enterprises, Inc. ("LR3") may establish
or acquire during the term of this Agreement as though such new agencies had
been listed on Schedule A hereto.)

         NOW, THEREFORE, for good and valuable consideration, receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1. APPOINTMENT/AUTHORITY

1.01     Authority. Subject to the limitations described in this Agreement,
         Company hereby authorizes and appoints Managing General Agent as its
         managing general agent for the purpose of producing, issuing and
         delivering policies or contracts of insurance and endorsements thereto
         as described in Schedule B, attached hereto and incorporated by this
         reference, within the Territory defined in Schedule B, and in
         accordance with Company's written underwriting guidelines, procedures,
         instructions, and authority limits established by Company, and any
         memoranda provided to Managing General Agent from time to time,
         (individually an "Insurance Policy" or collectively, the "Insurance
         Policies"). SCHEDULE B may be modified by Company from time to time
         without the need to amend this Agreement and shall be effective upon
         thirty (30) days written notice to Managing General Agent or such
         earlier time as the parties may agree. Managing General Agent agrees to
         comply with and be bound by such modifications without the need for
         amendment of this Agreement.

1.02     General Duties. Subject to the limitations described in this Agreement
         Managing General Agent shall perform all acts necessary for the proper
         solicitation, placement, acceptance, and servicing of the Insurance
         Policies. Managing General Agent, in its sole discretion, may delegate
         and apportion its general duties under this paragraph, and



                                       1
<PAGE>

         any other of its duties and obligations under this Agreement, among the
         Agencies, LR3, and any affiliated entity under the common control of
         LR3; provided, however, that any such delegation or appointment shall
         not relieve the Managing General Agent of the ultimate responsibility
         for the performance of its duties and obligations hereunder. The
         general duties of the Managing General Agent under this paragraph shall
         include, but not limited to, the following:

         1.02.a.  To solicit, prepare, accept, and submit applications for
                  Insurance Policies or contracts of insurance and endorsements
                  as described herein;

         1.02.b.  To collect, receive, and forward premiums, policy fees and/or
                  applicable surplus lines tax(es);

         1.02.c.  to appoint agents on behalf of the Company; and

         1.02.d.  To bind insurance contracts on behalf of the Company so that
                  if applications are sent to the Company or its authorized
                  designee every other day via U.S. Express Mail, coverage will
                  become effective as of the applicant's signature date and
                  time. However, if the completed application is not sent in
                  accordance with such procedure, then, at the election of the
                  Company, any and all Insurance Policies will be effective on
                  the date received; unless Florida statute or regulation would
                  require an earlier effective date.

         1.02.e.  To carry out its duties to the best of its ability, knowledge,
                  skill and judgment.

1.03     Commencement Operational Date; Trial Period. This Agreement will
         commence on the Effective Date on a trial period basis, during which
         time all Agencies will become operational for the sale of automobile
         insurance policies issued by the Company. "Operational" means that the
         Agencies in existence at the time this Agreement commences have
         installed the required computer software and trained their personnel.
         Time is of the essence with respect to such Agencies becoming
         Operational, and the parties shall use their best efforts to promptly
         comply with Section 9.10 (MIS Systems and Computer Access) hereof and
         take all other actions necessary to achieve Operational status. By
         mutual consent, the Company and MGA shall confirm in writing to each
         other the date that Operational status has been achieved, which date
         shall be the first day of a calendar month as agreed between the
         parties (the "Operational Date"). The period of time between the
         Effective Date and the Operational Date shall be referred to herein as
         the "Trial Period."

1.04     Independent Contractor. Nothing contained herein shall create an
         employer/employee relationship between Company and Managing General
         Agent or between Managing General Agent and any affiliate of Company.
         Except as set forth herein, Company shall have no right of control over
         Managing General Agent as to the time, means, or manner of Managing
         General Agent's performance of its duties hereunder. Managing General
         Agent shall conduct itself and its business under the terms of this
         Agreement solely as an independent contractor.




                                       2
<PAGE>

ARTICLE 2. REINSURANCE

2.01     Acceptable Reinsurance Treaty. The Company's willingness to authorize
         Managing General Agent to act as a managing general agent pursuant to
         the terms of this Agreement is conditioned upon Company's ability to
         reinsure with reinsurers acceptable to it at least 80% (or such lower
         level as determined by Company) of its insurance liability with respect
         to the Insurance Policies produced by MGA under this Agreement. In this
         regard, the Company authorizes the Managing General Agent to arrange
         and negotiate for such reinsurance on behalf of the company, subject to
         the company's prior approval of the reinsurers and the terms of any
         reinsurance treaty. Managing General Agent shall have no authority to
         bind reinsurance on behalf of the Company.

2.02     Retrocessions; No Authority. Managing General Agent shall have no
         authority to bind retrocessions on behalf of Company, and shall have no
         authority to commit Company to participate in insurance or reinsurance
         syndicates. The Company shall notify Managing General Agent immediately
         upon receipt of any notice of cancellation or intent to cancel any such
         reinsurance.

ARTICLE 3. COMPENSATION PAYABLE TO MGA; COMMISSION STATEMENTS

3.01     Commission Entitlement. If all of the terms of this Agreement are
         adhered to by the Managing General Agent, the Managing General Agent
         shall be entitled to commissions, as described below and listed on
         Schedule C hereto, on Insurance Policies produced by the Managing
         General Agent and the Agencies and written by the Company. The
         commission so paid shall be accepted by the Managing General Agent in
         full satisfaction of all claims by the Managing General Agent for
         services rendered and expenses incurred on behalf of the Company.
         Notwithstanding Termination of this Agreement, in the event of
         cancellation or termination of any coverage or policy prior to
         expiration, regardless of whether such cancellation or termination was
         by policyholder, the Company, or a premium finance company, the
         Managing General Agent shall refund any unearned commissions to the
         Company at the same rate paid to the Managing General Agent.

3.02     Commission Structure.

         3.02.a.  TRIAL PERIOD COMMISSION. The parties anticipate that during
                  the Trial Period some Agencies will begin selling automobile
                  insurance policies issued by the Company. During the Trial
                  Period, Managing General Agent will receive a commission
                  (including applicable MGA fees) on the net written premiums of
                  the automobile insurance business written by the Agencies on
                  behalf of the Company in Florida. The rate of said commission
                  is listed on Schedule C, attached hereto and incorporated by
                  this reference; which Schedule C may be modified from time to
                  time by the mutual written consent of the Company and the
                  Managing General Agent.



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<PAGE>

         3.02.b.  OPERATIONAL COMMISSION. Effective on the Operational Date,
                  Managing General Agent will receive a commission (including
                  applicable MGA fees) on the net written premiums of the
                  automobile insurance business written by Agencies on behalf of
                  the Company in Florida. The rate of said commission is listed
                  on Schedule C hereto. Beginning on the thirty-first month
                  after the Operational Date under this Agreement, this
                  commission rate may be reduced or increased by an amount equal
                  to any reduction or increase in the Company's reinsurance
                  commission rate, as compared to the reinsurance rate in effect
                  as of the Operational Date with respect to the Agencies'
                  business.

         3.02.c.  COMMISSION AFTER TERMINATION. As of the effective date of
                  termination of this Agreement other than pursuant to Section
                  13.02 hereof, MGA shall be entitled to a commission on
                  renewals and endorsements of 15% or such other rate as may be
                  agreed by the parties. In the event this Agreement is
                  terminated by the Company pursuant to Section 13.02 hereof, no
                  commissions shall be payable on renewals or endorsements.

3.03     Commission Statement. Following the end of each month, the Company
         shall, by the 15th day of the next month, send to the Managing General
         Agent a statement of accounts setting forth, among other things, the
         premium written, commissions, and the net amount due to the Managing
         General Agent by the Company, together with payment of that amount. If
         such statement reflects an amount due to the Company from the Managing
         General Agent, the Managing General Agent will pay that amount within
         30 days of the date of said statement.

3.04     Advanced Commissions. For each of the first three months under this
         Agreement beginning on the Operational Date, the Company will advance
         to Managing General Agent an amount to facilitate the transition to
         "account current" settlements with the Company. The payment for the
         first month will be 22.5% of the average monthly net premiums produced
         by the Agencies for the prior twelve (12) months. For the second and
         third months, advances will be based on actual net premium production
         of the Company's business produced by the Agencies for the preceding
         month. For the fourth month, no advances will be paid, and commission
         payments for business produced during the fourth month will be made on
         an "account current" basis, beginning on the 15th day of the fifth
         month. At that time, commissions payable on the Company's business
         produced during such three-month period will be calculated on an
         account current basis and will be netted against advances that have
         been made.

3.05     Acceleration. Should Managing General Agent default in any payment of
         premiums or return of unearned commissions referred to herein, all
         unpaid premiums and unearned commissions on the Insurance Policies
         shall be due and payable immediately.

3.06     Equitable Relief. Notwithstanding Section 15.07 (Arbitration) of this
         Agreement, should Managing General Agent fail to pay Company any
         premiums, unearned commissions, or other monies when due, then Company
         shall be entitled to the issuance of an injunction to obtain such
         premiums or monies to prohibit Managing General Agent's use of such




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<PAGE>

         funds in violation of this Agreement, or to require Managing General
         Agent's deposit of such funds in accordance with this Agreement; and
         the cost and expense of the Company to obtain such injunction,
         including reasonable attorneys' fees, shall be borne by Managing
         General Agent. If the Company seeks, but is unsuccessful in obtaining
         such an injunction, then the cost and expense of the MGA to obtain a
         court order denying the injunction, including reasonable attorney's
         fees, shall be borne by the Company.

3.07     Ancillary Products Commissions. Agencies will continue offering the
         ancillary products currently being sold and any others MGA may deem
         worthy; provided, however, that an administrative fee equal to 10% of
         net written premiums on all ancillary products administered by any
         affiliate of the Company and financed by the Company's premium finance
         company affiliate shall be payable by the MGA; this administrative fee
         may be offset against any commissions payable to the MGA pursuant to
         this Article 3.

         The parties agree that in the event that the Company or an affiliate,
         directly or indirectly, would suffer a loss resulting solely from
         paying compensation to Managing General Agent or the Agencies relating
         to ancillary products on other than a pro rata basis, then an
         adjustment shall be made to reduce the amounts due under this Article
         so that such loss will not occur.

3.08     Full Compensation. The compensation to which Managing General Agent is
         entitled under this ARTICLE shall constitute full compensation for
         services to be performed by Managing General Agent under this
         Agreement.

ARTICLE 4. LIMITATIONS OF AUTHORITY

4.01     Maximum Premium Volume. Absent prior written approval, the maximum
         annual premium volume (direct written premium, net of cancellations and
         return premium) that the Managing General Agent is authorized to
         produce for the Company's account is $75 Million.

4.02     Underwriting Guidelines and Forms. The rules and rates to be utilized
         by the Managing General Agent in underwriting the insurance are those
         which have been approved for use by the Company and by the insurance
         department of the State of Florida. A copy of the rules and rates shall
         be maintained on file at the offices of the Managing General Agent.
         These rules and rates cannot be changed or deviated from without the
         prior written consent of the Company. Further, insurance coverage shall
         be evidenced pursuant to the policy form(s) which have been approved
         for use by the Company and which shall be maintained on tile at the
         offices of the Managing General Agent.

4.03     Maximum Limits. The maximum insurance coverage that may be provided
         under any policy issued by the Agents is set forth in SCHEDULE B. No
         coverage may be issued for a policy period in excess of twelve months.



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<PAGE>

4.04     Company's Right to Cancel/Nonrenew Insurance Policies. The Company
         reserves the right to cancel or non-renew any Insurance Policy, subject
         to requirements imposed by law and any policy provision without
         specifying the reason therefore and without liability to the Managing
         General Agent or the producing agents.

4.05     Company's Right to Suspend Binding Authority. Upon sixty (60) days
         notice to Managing General Agent, the Company may suspend the binding
         authority of the Managing General Agent or of any of the Agencies
         during the pendency of any dispute regarding cause for termination
         under Section 13.02 hereof. Such sixty (60) days notice period shall
         begin when the Company gives the Managing General Agent notice of
         termination of this Agreement pursuant to Section 13.02.

4.06     Prohibited Expenses. Managing General Agent shall not charge or commit
         Company to any expense, agreement, payment, debt, settlement, or
         obligation other than as expressly provided for herein.

4.07     Managing General Agent's Right to Offset. Managing General Agent may
         combine or offset any balances or funds owed by Company to MGA against
         any balances or funds owed to Company by MGA under this Agreement or
         any other agreement between the parties; provided, however, that
         Managing General Agent may not offset any balance due from Company to
         Managing General Agent against any amounts of fiduciary funds (i.e.,
         funds held by MGA on behalf of insureds or other third parties) due
         from Managing General Agent to Company under this Agreement, or under
         any other contract with Company or any of Company's affiliates.

4.08     No Claims Settlement Authority. Managing General Agent has no authority
         to adjust or settle any claims arising out of or in connection with the
         Insurance Policies. Managing General Agent shall not collect payment
         from any reinsurer or commit Company to a claim settlement with a
         reinsurer.

ARTICLE 5. PREMIUM COLLECTION AND REMITTANCES

5.01     Premium Financing. With respect to business produced by Managing
         General Agent for the Company and for certain carriers providing
         specific ancillary products as identified under the Premium Finance
         Agreement as defined below, Managing General Agent agrees that it will
         offer premium financing exclusively through Direct General Financial
         Services, Inc. ("DGFS") in accordance with this Agreement and that
         certain Premium Finance Services Agreement dated of even date herewith
         between DGFS and MGA and certain affiliates of MGA (the "Premium
         Finance Agreement"). Except as otherwise described herein or in the
         Premium Finance Agreement, Managing General Agent agrees that it will
         not offer financing through DGFS on business produced for insurers
         other than the Company or any ancillary products not identified under
         the Premium Finance Agreement.

5.02     Payment of Premium; Responsibility For. All applications and, where
         applicable, premium payments for new Insurance Policies submitted by
         the Managing General




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<PAGE>

         Agent will be forwarded to the Company in the manner prescribed in the
         Company's Underwriting Guidelines or as otherwise may be instructed by
         the Company from time to time. The Managing General Agent may not
         collect premiums on any Insurance Policies that have been cancelled,
         expired or terminated.

5.03     Premium Trust Account. All premiums and other funds collected by
         Managing General Agent for the Company's account are the property of
         Company and shall be held in trust on behalf of Company in fiduciary
         capacity ("Premium Trust Funds") and shall be deposited and maintained
         in an account separate and segregated from Managing General Agent's own
         funds or funds held by Managing General Agent on behalf of any other
         company or person (the "Premium Trust Account"). The Premium Trust
         Accounts shall be maintained in an amount at least equal to the
         premiums (unpaid to Company), and return premiums (unpaid to
         policyholders or insureds) received by Managing General Agent.

ARTICLE 6. [RESERVED]

ARTICLE 7. REPORTS

7.01     Financial Information. Managing General Agent agrees to furnish Company
         with financial statements each year, which accurately reflect the
         financial condition of the Managing General Agent and the Agencies and
         other affiliates of Managing General Agent through which Managing
         General Agent performs its duties and obligations under this Agreement,
         and which financial statements will include an auditors statement and
         report if Managing General Agent obtains audited statements. If
         Managing General Agent does not obtain audited statements, the
         financial information furnished may be unaudited, unless the law of any
         state having jurisdiction over this Agreement requires submission of an
         audited statement. Such financial information shall be furnished to
         Company within ninety (90) days (or sixty 60 days if unaudited)
         following the close of the fiscal year of the Managing General Agent.

7.02     Reporting Requirements. With regard to the Insurance Policies written,
         Managing General Agent shall provide, at its expense and within a
         reasonable time after written request from the Company, sufficient
         information to satisfy reasonable reporting requirements imposed on
         Company by boards, bureaus, and associations, and to enable Company and
         reinsurers to file required financial statements and reports with
         insurance departments and regulatory bodies. Company shall provide
         Managing General Agent with such written reporting requirements.

ARTICLE 8. RECORDS

8.01     Records Retention. Managing General Agent shall keep true and complete
         records of all transactions and correspondence with policyholders,
         agents, brokers, insurance departments, and Company. The Company shall
         have access to, and the right to copy, all accounts and records related
         to such insurance, in a form usable by the Company, at any time during
         the Managing General Agent's business hours. All records and




                                       7
<PAGE>

         documents required to be maintained by Managing General Agent
         including, but not limited to, policyholder information and financial
         documents, shall be maintained during the Term, as defined in Section
         12.01 and thereafter while providing any continuing services hereunder,
         in a manner and form as mutually agreed upon or as required by Company
         to be compatible with Company's internal systems and in accordance with
         generally acceptable accounting principles and insurance regulatory
         practices.

8.02     Document Production. On request, Managing General Agent will forward to
         Company, no later than five (5) days from such request (or such longer
         period as may be reasonably necessary to produce such information),
         exact copies of all Insurance Policies or other appropriate evidences
         of insurance written pursuant to this Agreement financial documents or
         other reports; policyholder data, or any other information in Managing
         General Agent's possession requested by Company and not otherwise
         readily available to Company relating to the Insurance Policies.

ARTICLE 9. GENERAL OBLIGATIONS OF MGA

9.01     Licensing. Managing General Agent warrants that it is, and will
         continue to be during the Term and thereafter while providing any
         continuing services hereunder, authorized and licensed to perform all
         acts set out in this Agreement. On or before the signing of this
         Agreement, Managing General Agent shall provide Company with a copy of
         its current Managing General Agent License, and thereafter shall
         provide copies of any renewal of such license to Company within 15 days
         of receipt of the renewed license from the Florida Department of
         Insurance.

9.02     Supervision of Agents/Producers. Managing General Agent shall maintain
         a listing and current copies of the insurance licenses of any agent or
         broker from which Managing General Agent accepts a submission. Managing
         General Agent shall supervise all agents and brokers who place business
         through Managing General Agent. Further, Managing General Agent shall
         be responsible to Company for such agents and brokers and for all funds
         collected for business solicited by such agents and brokers. At
         Company's request, Managing General Agent shall provide to Company
         copies of the listing of and of any agreements with such agents and
         brokers.

9.03     Compliance with Laws. Managing General Agent shall be responsible for
         full compliance with all applicable laws, regulations, rules and
         requirements relating to the performance of its obligations hereunder;
         and the general standards, rules, and regulations of the insurance
         industry; and all written instructions provided to Managing General
         Agent from time to time by Company.

9.04     Complaint Procedure. Managing General Agent and Company shall notify
         the other within five (5) days of notice or receipt (or such shorter
         period as necessary to adequately respond) of any complaint with any
         insurance department or other regulatory authority relating to the
         Insurance Policies, whether against Company, any affiliate of




                                       8
<PAGE>

         the Company, Managing General Agent, its agents, or brokers. Managing
         General Agent shall provide Company with a proposed written response to
         a complaint including, but not limited to, a written summary of all
         facts relevant to such complaint. Company will then respond, or
         authorize Managing General Agent to respond, to such complaint in such
         form as Company determines, in Company's sole discretion, is necessary.
         The parties will work together to promptly and adequately respond to
         any such complaint.

9.05     No Authority to Delegate. Except as specifically provided herein,
         Managing General Agent shall not have the authority to delegate any
         authority contained herein to any other person or entity without prior
         written authorization from Company.

9.06     Managing General Agency Expense Responsibility. Since Managing General
         Agent, the Agencies, and their employees are independent contractors
         and not employees of Company, all expenses including, but not limited
         to, Managing General Agent's office rent, transportation; salaries;
         utilities; furniture; fixtures; equipment, telephone; attorney and/or
         legal fees; postage; promotional advertising and public relations
         expenses; printing costs, records and reports; inspection fees; credit
         reports and any other documents required to fulfill Managing General
         Agent's obligations hereunder; commissions, fees due to agents or
         brokers; and Managing General Agent's license fees and occupational
         taxes, whether billed to Managing General Agent or Company, shall be
         the sole liability of Managing General Agent, unless assumption of such
         expense by Company is agreed to in writing by Company. Managing General
         Agent will remit promptly to Company the amount of any such item billed
         to Company upon notice by Company to Managing General Agent of the
         charge therefor.

9.07     Use of Company Logo, etc. Managing General Agent may not use the name,
         logo, or service mark of Company or any of its affiliates in any
         advertising, promotional material, or in any material disseminated by
         Managing General Agent without the prior written consent of Company.
         Managing General Agent shall maintain copies and provide an original to
         Company of any advertisement or other materials approved by Company
         along with full details concerning where, when, and how it was used.
         Managing General Agent shall be liable for any liability of or cost
         incurred by Company as a result of any such materials.

9.08     Ownership of Supplies. All forms and supplies provided to Managing
         General Agent or authorized to be used by Managing General Agent by
         Company shall remain the property of Company and shall be returned
         immediately upon request. Upon termination of this Agreement or
         Managing General Agent's authority hereunder, at the request of Company
         Managing General Agent shall return to the Company or to its designated
         representative all property owned or leased by Company.

9.09     [Reserved]



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9.10     MIS System and Computer Access. The Company and Managing General Agent
         will design and implement information processing systems to bridge
         their existing policy, premium finance and receipt systems and enable
         them to function properly.

9.11     Confidentiality. If either party provides to the other party access to
         information or networks through computer access, such other party shall
         be responsible for maintaining the confidentiality, security and
         integrity of such information and of the providing party's computer
         programs and systems. Additionally, each party that obtains such
         information shall be responsible to insure that its employees, agents,
         and representatives are aware of the sensitive and proprietary nature
         of the information obtained, of the importance of confidentiality, and
         of the conditions described in this Section 9.11. This Section 9.11
         shall survive termination of this Agreement.

9.12     Claims Reporting. Managing General Agent shall ask policyholders to
         promptly report all claims, suits, or losses to Company or an assigned
         adjuster or claim representative who has been designated by Company.
         Managing General Agent shall cooperate with Company or the assigned
         adjuster or claim representative in the investigation, adjustment,
         settlement, and payment of claims arising out of the Insurance
         Policies. All records, files, correspondence, or other materials
         pertaining to claims shall be the sole property of Company. Retention
         of a commission under the terms of this Agreement shall constitute a
         representation by Managing General Agent that all known claims have
         been accurately, promptly, and completely reported to Company.

ARTICLE 10. GENERAL OBLIGATIONS OF COMPANY

10.01    Insurance Department Complaints. Notwithstanding Section 9.04 hereof,
         Company shall have the sole right to respond to any state insurance
         department complaint or inquiry, after consulting with Managing General
         Agent as provided herein.

10.02    Use of Managing General Agent's Logo, etc. Company agrees that it shall
         not use Managing General Agent's name, logo, or service mark in
         connection with any advertising without Managing General Agent's prior
         written approval.

10.03    Company's Right to Offset. Company may combine or offset any balances
         or funds owed by Managing General Agent to Company against any balances
         or funds owed to Managing General Agent by Company under this Agreement
         or any other agreement between the parties.

ARTICLE 11. INSURANCE AND INDEMNITY

11.01    Insurance. Through LR3 or otherwise, Managing General Agent and the
         Agencies are required to maintain in full force and effect the
         following existing insurance policies issued by an insurer rated no
         less than "A-" by A.M. Best Company during the Term of this Agreement
         and thereafter while Managing General Agent has any obligations
         hereunder covering MGA and the Agencies and their employees as follows:




                                       10
<PAGE>

         11.01.a. Errors and omissions coverage in the minimum amount of $1
                  million, with a deductible not to exceed $2,500 thousand;

         11.01.b. Commercial general liability insurance policy in the minimum
                  amount of $1 million each occurrence and $1 million general
                  aggregate, including:

                  i.   Personal injury liability of $1 million; and

                  ii.  Non-owned automobile liability of $1 million;

         11.01.c. Workers compensation insurance in the amount of Florida's
                  required minimum.

         Such insurance shall be maintained by Managing General Agent and/or the
         Agencies at their sole cost and expense, and shall be primary on
         contributing coverage over any other valid and collectible insurance
         available to Company. Managing General Agent shall request its insurers
         to provide thirty (30) days prior notification to Company, and Managing
         General Agent agrees to immediately notify Company when it receives
         notice of any lapse, increased deductibles, or upon receipt of a notice
         terminating coverage. Managing General Agent shall furnish proof of
         such insurance within fifteen (15) days of the Company's written
         request for the same. Managing General Agent further agrees to notify
         Company promptly of any claim brought under any such policy which
         arises out of or is connected with the Insurance Policies written
         hereunder.

11.02    Indemnification by Managing General Agent. At all times hereafter,
         Managing General Agent hereby agrees to defend, indemnify, and hold
         Company harmless from and against all claims, actions, causes of
         action, liability, or loss which result from any negligent or willful;
         acts, errors, or omissions of Managing General Agent, its employees,
         representatives, agents, or sub-agents in the performance or breach of
         duties under this Agreement. Managing General Agent further agrees that
         in the event Company is in violation of any state code, statute,
         regulation, or bulletin due to the negligent or willful acts, errors or
         omissions of Managing General Agent, its employees, representatives,
         agents, or sub-agents, then Managing General Agent shall assume the
         responsibility and liability for such act and shall indemnify and hold
         Company harmless for such liability and loss. Loss shall include, but
         not be limited to, all damages, costs, expenses, reasonable attorneys'
         fees, penalties, fines, direct damages, verdicts (including punitive
         damages to the extent permissible by law), and any other expense or
         expenditure incurred by Company. This Section shall survive termination
         of this Agreement.

11.03    Indemnification by Company. At all times hereafter, Company hereby
         agrees to defend, indemnify, and hold Managing General Agent harmless
         from and against all claims, actions, causes of actions, liability, or
         loss which result form any negligent or willful acts, errors, or
         omissions of Company, its employees, representatives, agents, or
         sub-agents in the performance or breach of duties under this Agreement.
         Company further agrees that in the event Managing General Agent is in
         violation of any state code, statute, regulation, or bulletin due to
         the negligent or willful acts, errors, or omissions of




                                       11
<PAGE>

         Company, its employees, representatives, agents, or sub-agents, then
         Company shall assume the responsibility and liability for such act and
         shall indemnify and hold Managing General Agent harmless for such
         liability and loss. Loss shall include, but not be limited to, all
         damages, costs, expenses, reasonable attorney's fees, penalties, fines,
         direct damages, verdicts (including punitive damages to the extent
         permissible by law), and any other expenses or expenditures incurred by
         Managing General Agent. This Section shall survive termination of this
         Agreement

11.04    Notice of Indemnifiable Claim. Upon receipt of a claim or demand for
         which a party is entitled to indemnification, the indemnified party
         shall as promptly as is reasonably possible:

         11.04.a. notify the indemnifying party in writing of the nature of the
                  indemnifiable claim, and the names and addresses of the
                  persons involved in or having an interest in such claim in the
                  manner provided in Section 15.01 of this Agreement; and

         11.04.b. furnish the indemnifying party with all documents and
                  information within the possession, custody or control of the
                  indemnified party and relating to such claim; and

         11.04.c. cooperate with the indemnifying party and its counsel,
                  including but not limited to, appearing as a witness as may be
                  reasonably required and responding to all reasonable request
                  for documents and answering interrogatories.

         Upon receipt of written notice of an indemnifiable claim and all other
         documents and instruments required by this Agreement to be furnished to
         the indemnifying party, the indemnifying party shall thereafter be
         given a reasonable opportunity to defend or settle such a claim at its
         own expense. Neither party shall settle any such claim that might have
         an adverse effect on the other party, without the prior written consent
         of the other party, which shall not be unreasonably withheld. Each
         party shall at all times have the full right to participate in any such
         defense at its own expense. If either party, within a reasonable time
         after receiving notice of a claim from the other party, fails to
         defend, such other party shall have the right, but not the obligation
         to undertake the defense, compromise, or settlement of such claim on
         behalf of, for the account of and at the risk of the party failing to
         defend.

ARTICLE 12. TERM OF AGREEMENT

12.01    Term. The initial term of this Agreement shall commence on the
         Effective Date, and, including the Trial Period, terminate on the third
         anniversary of the Operational Date, unless terminated earlier as set
         forth in Article 13 below. The initial term and any successive term
         agreed between the parties shall be referred to herein as the "Term".



                                       12
<PAGE>

ARTICLE 13. TERMINATION OF THIS AGREEMENT

13.01    Termination by Company; Generally. The Company may terminate this
         Agreement at any time with 60 days written notice to Managing General
         Agent. In the event of such termination (unless the termination is for
         cause, as described below) Managing General Agent and the Agencies
         shall retain all rights to the renewal of all of the Company's business
         written by Agencies under this Agreement. Thereafter, the Company will
         not solicit any of the customers of Agencies for renewal of Insurance
         Policies or ancillary products.

13.02    Termination by Company for Cause. The Company may immediately, unless
         otherwise indicated in this Section 13.02, upon written notice
         terminate this Agreement in whole or in part, for cause, which shall
         include, but is not limited to, the following:

         13.02.a. Insolvency. Managing General Agent, LR3, or any of the
                  Agencies becomes insolvent, institutes or acquiesces in the
                  institution of any bankruptcy, financial reorganization, or
                  liquidation proceeding or any such proceeding is instituted
                  against Managing General Agent, LR3 or any of the Agencies
                  that remains undismissed for thirty (30) days; provided,
                  however, that in the case of such proceeding regarding any of
                  the Agencies, the proceeding must have a material adverse
                  effect on Managing General Agent's ability to perform its
                  duties and obligations under this Agreement. (Managing General
                  Agent shall immediately notify Company of same); or

         13.02.b. Sale of Stock or Assets to a Third Party. Managing General
                  Agent, or the owner of a controlling interest in Managing
                  General Agent or the Agencies, sells, exchanges, transfers,
                  assigns, consolidates, pledges or causes to be sold,
                  exchanged, transferred, assigned, consolidated, or pledged,
                  all or substantially all of the stock of Managing General
                  Agent, or all or substantially all of the stock or assets of
                  the Agencies, to a third party without the prior written
                  consent of Company (Managing General Agent shall immediately
                  notify Company of same); or

         13.02.c. Inadequate Staff. Managing General Agent or Agencies fails to
                  maintain a staff qualified to service the Insurance Policies
                  or to maintain the quality of services and obligations
                  necessary to operate within this Agreement, if such failure
                  would have a material adverse effect on the level of the
                  quality of services provided by Managing General Agent under
                  this Agreement; or

         13.02.d. Remit Reports or Premiums. Managing General Agent fails to
                  provide, or cause to be provided, timely and proper reports or
                  premium accounting as required, or to remit premiums when due
                  after thirty (30) days written notice from Company; or



                                       13
<PAGE>

         13.02.e. Maintain Trust Funds. Managing General Agent fails to maintain
                  Premium Trust Funds in the amount and manner required in this
                  Agreement after ten (10) days notice from the Company that
                  such funds are not being maintained; or

         13.02.f. Claims. Managing General Agent or any Agency continues to make
                  claims payments in violation of this Agreement more than ten
                  (10) days after discovering or being notified by the Company
                  that such claims payments are being made; or

         13.02.g. Misconduct, etc. Managing General Agent or any Agency engages
                  in acts or omissions constituting abandonment, fraud,
                  misappropriation of funds, material misrepresentations, gross
                  and willful misconduct, or any other acts that are prohibited
                  by law or regulation of any applicable regulatory authority;
                  or

         13.02.h. MGA License. Managing General Agent's license or certificate
                  of authority is canceled, suspended, or is declined renewal by
                  any regulatory body within the State of Florida if after
                  ninety (90) days, Managing General Agent fails to remedy such
                  loss of license (Managing General Agent shall immediately
                  notify Company of same); or

         13.02.i. Breach. If Managing General Agent materially breaches any
                  provision of this Agreement other than this Section 13.02
                  after written notice of such breach has been given to Managing
                  General Agent and Managing General Agent has failed to cure
                  within a ten (10) day notice period; or

         13.02.j. Underwriting Guidelines; Policy Forms. Managing General Agent
                  or any Agency binds or underwrites risks (i) that are
                  unacceptable in accordance with the underwriting guidelines,
                  procedures, instructions, or memoranda provided for herein, or
                  (ii) with limits in excess of those specified in the
                  underwriting authority limits provided for herein, or (iii)
                  with rates or policy forms or filings in a jurisdiction where
                  Managing General Agent has knowledge that required regulatory
                  approvals have not been met; provided, however, that clauses
                  (i) and (ii) of this subparagraph shall not apply if any
                  unacceptable risk is bound or underwritten by an Agency as an
                  occasional and isolated event, and Managing General Agent or
                  LR3 takes immediate action to correct and avoid recurrence of
                  such event; or

         13.02.k. Access to Records. Managing General Agent or the Agencies fail
                  to permit Company to inspect or audit any records or files
                  relating to the Insurance Policies.

13.03    Termination by Managing General Agent. Managing General Agent may
         terminate this Agreements as follows: upon demonstration by Managing
         General Agent that the quoted insurance premiums for the Company's
         Insurance Policies are not competitive as





                                       14
<PAGE>

         hereafter described, Managing General Agent may give the Company 60
         days written notice to modify its rates or make any required rate
         filing with the Florida Department of insurance. Such notice shall
         include MGA's written demonstration of the Company's non-competitive
         rates based on the approach described below. If the Company fails to
         make such modification or filing within 60 days, Managing General Agent
         may terminate this Agreement. In determining whether the Company's
         rates are non-competitive, the following approach shall be followed:

         13.03.a. The Company's rates shall be deemed "competitive" if at least
                  80% of a sample of the Company's quotes are among the "Top 10"
                  of the non-standard auto issuers selected below, as ranked on
                  Quick Quote.

         13.03.b. The parties shall consider only the largest issuers of
                  non-standard automobile insurance in Florida, which together
                  represent 80% of the total non-standard net written premium in
                  Florida per the most recent A.M. Best A4 Report. For this
                  purpose, direct and captive agency writers and the companies
                  in the Progressive Insurance group, and their business shall
                  be excluded.

         13.03.c. The sample of the Company's quotes will be based on a sample
                  of policies agreed to by the parties that is reasonably
                  representative of the business written by Agencies.

         If Florida becomes a non use and file state, then compliance with this
         Agreement will become subject to Department of Insurance approval of
         the Company's revised rates. For any time over 30 days from the rate
         change request that the Department of Insurance delays the requested
         rate change, the duration of this Agreement will be likewise extended.

13.04    Ownership of Business. If this Agreement is terminated by the Managing
         General Agent pursuant to Section 13.03, or by the Company pursuant to
         Section 13.01, the records and the use and control of expirations for
         the insurance serviced under this Agreement shall remain the property
         of the Managing General Agent and be left in the Managing General
         Agent's exclusive possession, provided Managing General Agent has then
         rendered and continues to render timely accounts and payments of all
         moneys due the Company.

         However, if Managing Agent is in material default of this Agreement
         and/or if this Agreement is terminated by the Company for Cause as
         described in Section 13.02, or if Managing General Agent fails to
         render timely accounts and payments within (10) days after such failure
         is brought to the Managing General Agent's attention, then the records
         and the use and control of expirations, shall be the property of the
         Company and Managing General Agent shall immediately thereafter forward
         all such records to the Company.

13.05    Continued Servicing. Managing General Agent agrees that in the event
         this Agreement is terminated for any reason, Managing General Agent and
         the Agencies shall continue




                                       15
<PAGE>

         to perform all customary and necessary services for all in-force
         Insurance Policies in accordance with the provisions of this Agreement
         until all such Insurance Policies have been completely cancelled,
         non-renewed, or otherwise terminated, provided, however, that Company
         may, in its sole discretion, immediately suspend or terminate Managing
         General Agent's continuing service obligation hereunder. Managing
         General Agent's continuing service obligations after termination of the
         Agreement shall include, but not be limited to:

         13.05.a. The issuance and countersignature of appropriate endorsements
                  to such in-force Insurance Policies when so authorized in
                  writing by Company, provided that such endorsements shall not
                  increase Company's liability or extend the term of any
                  Insurance Policy without prior written approval of Company;
                  and

         13.05.b. The collection and remittance of all premiums due, if any, and
                  premium finance note payments on such in-force insurance
                  Policies hereunder.

         If Managing General Agent fails in any respect to fulfill this
         continuing service obligation, then Managing General Agent shall
         reimburse Company any reasonable expense incurred by Company to service
         or arrange for the servicing of the Insurance Policies issued by or
         through Managing General Agent hereunder or such amounts may be offset
         by Company.

         Upon Company providing written notice of termination to Managing
         General Agent hereunder, Company is hereby authorized to deal directly
         with all other licensed persons and/or entities with respect to the
         Insurance Policies hereunder, including but not limited to, the right
         to collect from and return premiums directly to the Agencies and all
         producers, brokers, or insureds.

13.06    Immediate Suspension. Notwithstanding Section 4.05 above or anything
         else set forth herein to the contrary, if Company terminates this
         Agreement under Section 13.02(g) hereof ("Misconduct, etc."), then
         Company may immediately suspend some or all of the authority of
         Managing General Agent under this Agreement. Upon receipt of notice of
         such suspension, Managing General Agent shall thereupon cease to
         exercise such power or powers in accordance with such notice.

ARTICLE 14. SOLICITATION AND RECRUITMENT

14.01    Non-Solicitation. During the Term of this Agreement, and for a period
         of one (1) year after, Managing General Agent and Agencies shall not
         solicit any customer of Company, or divert or attempt to divert from
         Company any customer of Company, for automobile insurance sales or
         services to be provided by any person or entity that competes with
         Company in the business of selling, quoting or servicing automobile
         insurance policies. For the purposes hereof a "customer of Company"
         shall mean any person or entity for whom or which Company has provided
         automobile or life insurance sales within two (2) years prior to the
         termination of this Agreement. This Section 14.01 shall not apply to
         solicitation of customers of the Company, following termination



                                       16
<PAGE>

         of this Agreement, provided Managing General Agent retains ownership of
         the business as described in Section 13.04.

14.02    Non-Recruitment. During the Term of this Agreement, and for a period of
         one (1) year after, Managing General Agent shall not, directly or
         indirectly, recruit, solicit or encourage, or facilitate the
         recruitment, solicitation, or encouragement of any employee of Company
         to terminate said employee's employment with Company or otherwise
         interfere in anyway with said employee's employment with Company.

14.03    Injunctive Relief. Notwithstanding Section 15.07 (Arbitration) of this
         Agreement, should Managing General Agent violate the terms of Section
         14.01 or 14.02, then the parties agree that Company would suffer
         irreparable harm and the Company shall be entitled to the issuance of
         an injunction to prohibit Managing General Agent from such
         solicitation, recruitment and/or interference with Company's employees.
         The cost and expense of the Company successfully obtaining said relief,
         including reasonable attorneys' fees, shall be borne by Managing
         General Agent. If the Company seeks, but is unsuccessful in obtaining
         such injunction, then the cost and expense of the MGA to obtain a court
         order denying the injunction including reasonable attorneys' fees,
         shall be borne by the Company.

ARTICLE 15. GENERAL PROVISIONS

15.01    Notice. Except as otherwise set forth herein, any notice required under
         this Agreement must be in writing and either sent by first class mail,
         facsimile, certified mall, or personally delivered. Notice shall be
         effective either upon receipt or five (5) days after mailing to the
         other party, whichever comes first. Unless changed by written notice to
         the other party, the addresses of the respective parties are:

                  MANAGING GENERAL AGENT:

                  Maitland Underwriters, Inc.
                  1535 N. Maitland Avenue
                  Maitland, FL 32751
                  Attn: Jon Register
                  Title: Vice President

                  COMPANY:

                  Direct General Insurance Company
                  1281 Murfreesboro Road
                  Nashville, Tennessee 37217
                  Attn: Jacqueline C. Adair, President

15.02    Integration, Waiver, and Amendment. This Agreement, together with its
         Schedules and the agreement referred to in Article 16 hereof constitute
         the entire agreement between Company and Managing General Agent and
         supersedes any and all other agreements,




                                       17
<PAGE>

         either oral or written, between Company and Managing General Agent with
         respect to the managing general agency relationship between the
         patties. No waiver by either party to enforce any provision of this
         Agreement will be effective unless made in writing and signed by an
         authorized officer of Company and Managing General Agent and shall be
         effective as to the specifically stated waiver. No amendment to this
         Agreement will be effective unless made in writing and signed by the
         parties hereto, and specifying the effective date of such amendment.

15.03    Remedies Not Exclusive. No right or remedy set forth in this Agreement
         is exclusive of any other right or remedy but shall be in addition to
         every other right and remedy given under this Agreement or existing now
         or hereafter at law or equity.

15.04    Severability. Wherever possible, each provision of this Agreement will
         be interpreted in such a manner and to such an extent as to be
         effective and valid under applicable law. If any provision is
         prohibited by or invalid under applicable law, such provision will be
         ineffective only to the extent of such prohibition or invalidity.

15.05    Applicable Law. This Agreement shall be governed by and construed in
         accordance with the laws of the State of Florida, without regard to its
         rules regarding conflict of laws.

15.06    Conformance to Law. This Agreement and the provisions relating to
         commissions shall, without prior notice, be automatically modified to
         conform to any law or governmental regulation having application to or
         jurisdiction over the subject matter of the parties hereto and the
         parties shall promptly amend the Agreement to comply with such
         modifications.

15.07    Arbitration. Except as provided in Section 6.04 (Equitable Relief) and
         Section 14.03 (Injunctive Relief), all unresolved differences of
         opinion or disputes between Company and Managing General Agent arising
         out of or in connection with this Agreement or any transaction
         hereunder shall be submitted to arbitration, in accordance with the
         rules relating to commercial arbitration of the American Arbitration
         Association except as modified herein.

         The Board of Arbitration ("Board") shall consist of one (1) arbitrator
         chosen by Company, one (1) arbitrator chosen by Managing General Agent,
         and an umpire chosen as promptly as possible by the two (2)
         arbitrators. The arbitrators and umpire shall be financially
         disinterested parties or former executives of property or casualty
         insurance or reinsurance companies.

         The party demanding arbitration shall communicate its demand therefor
         in writing, identifying the nature of the dispute and the name of its
         arbitrator, to the other. The other party shall then be bound to name,
         in writing, its arbitrator within thirty (30) days after receipt of
         such demand. Failure or refusal of the other to name its arbitrator
         within the thirty (30) day time period shall empower the demanding
         party to name the second arbitrator as well.



                                       18
<PAGE>

         If the two (2) arbitrators are unable to agree upon an umpire within
         thirty (30) days after the second arbitrator is named, either party may
         petition a court of competent jurisdiction to make the appointment of
         an umpire from candidates submitted by both parties in conformity with
         the qualifications set out in this Agreement.

         The applicant for arbitration shall submit its position in writing
         within thirty (30) days after selection of the umpire. The respondent
         shall submit its written position within thirty (30) days after receipt
         of the applicant's position. The Board may extend any of the time
         periods set forth above.

         The Board shall have the power to make and determine all procedural
         rules for the holding of the arbitration including discretionary power
         to make orders as to any matter which they may consider proper in the
         light of circumstances of the case with regard to pleadings,
         depositions, discovery, inspection of documents, examination of
         witnesses, and any other matter whatsoever relating to the conduct of
         the arbitration and may receive and act upon such evidence, whether
         oral or written, strictly admissible or not as the Board shall find
         fit. The Board shall make its decision based on the terms of this
         Agreement, the intent of the parties and the custom and usage of the
         non-standard automobile insurance industry.

         All rules, orders, acts, and decisions of the Board shall be effective
         if done by a majority of the Board. The final determination of the
         Board shall be made in writing within sixty (60) days of the conclusion
         of the arbitration. Any decision shall be final and binding on the
         parties, and shall not be subject to appeal. If either party fails to
         comply with the Board's decision, the other party may apply for its
         enforcement to a court of competent jurisdiction.

         Each party shall bear the cost of its own arbitrator and shall jointly
         and equally bear with the other party the expenses of the umpire. The
         Board shall allocate the remaining costs of the arbitration proceeding.

         The arbitration proceedings shall convene and be held within Orange
         County, Florida or such other location mutually agreed upon by the
         parties.

         Nothing contained in this Paragraph shall be construed as limiting the
         ability of Company to suspend the authority of Managing General Agent
         pursuant to this Agreement.

         This Section 15.07 shall survive termination of this Agreement.

15.08    Other Companies. Managing General Agent agrees to advise Company of
         existing and future agency agreements entered into with other insurance
         companies with respect to the classes of business covered by this
         Agreement.



                                       19
<PAGE>

15.09    Non-Assignability/Non-Delegation. Except as specifically provided
         herein, neither party may delegate its duties nor assign its rights
         under this Agreement unless otherwise agreed upon and authorized in
         writing by an officer of the other party.

15.10    Counterparts. This Agreement may be executed in two or more
         counterparts, each of which shall be deemed an original but which
         together shall constitute one and the same instrument.

ARTICLE 16. CONDITION PRECEDENT

16.01    The covenants and obligations of the Company and Managing General Agent
         hereunder are expressly conditioned on the execution and delivery by
         Direct General Financial Services, Inc. and Managing General Agent of
         that certain premium Finance Services Agreement of even date herewith.



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                                       20
<PAGE>


IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
effective as of the Effective Date.

MAITLAND UNDERWRITERS, INC.



BY: /s/ Lloyd E. Register III
    ----------------------------
    Name: Lloyd E. Register III
    Title: President



DIRECT GENERAL INSURANCE COMPANY


By: /s/ Kurt G. Schreiber
    ----------------------------
    Name: Kurt G. Schreiber
    Title: Vice Chairman














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