EXHIBIT 10.20

                           GENERAL SERVICES AGREEMENT

This General  Services  Agreement is made this ________ day of ___________  (the
"EFFECTIVE DATE") between

XL  FINANCIAL  ASSURANCE  LTD.,  a  Bermuda  company  ("XLFA"  or  the  "SERVICE
PROVIDER"); and

XL INSURANCE (BERMUDA) LTD, a Bermuda exempted company ("XLIB" or the "COMPANY")

(each a "Party" and collectively the "Parties").

WHEREAS:

Service Provider and Company are currently  wholly owned  subsidiaries of the XL
Capital Ltd group of companies; and

It is contemplated  that an initial public offering will be made of a portion of
the capital stock of Security  Capital  Assurance  Ltd ("SCA"),  a parent of the
Service Provider, resulting in partial public ownership of SCA; and

Service Provider and Company both desire for Service Provider to provide certain
services to the Company following the initial public offering of SCA; and

Service  Provider  and the Company  desire to enter into this  Agreement  to set
forth the roles and  responsibilities  with regard to services to be provided by
Service Provider to the Company.

Now, in consideration for the mutual benefits contained in this General Services
Agreement, it is agreed as follows:

1       DEFINITIONS

        The  following  words and phrases  shall have the meaning  given to them
        below:

        "Agreement"  means this General  Services  Agreement  and the  Schedules
        attached to it and any subsequent  amendments or  alterations  agreed in
        writing by the Parties.

        "Non-SCA Third Party Contractors" means any individual, company or other
        legal entity with whom Service  Provider  enters into a contract for the
        benefit of the  Company,  including  (but not limited to) to enhance its
        ability  to provide  any part of the  Services,  where such  individual,
        company or other legal entity is not within the SCA group of companies.

        "Representatives" shall have the meaning specified in clause 10.1.

        "SCA Third Party  Contractors"  means any  individual,  company or other
        legal entity with whom Service  Provider  enters into a contract for the
        benefit of the  Company,  including  (but not limited to) to enhance its
        ability  to provide  any part of the  Services,  where such  individual,
        company or other legal entity is within the SCA group of companies.

        "Services" shall have the meaning specified in clause 3.1.

        "Staff"  means  individuals  employed by Service  Provider or by another
        company within the SCA group of companies.

        "Steering Committee" shall have the meaning specified in clause 10.3.
<PAGE>
                                      -2-


        "Third Party  Contractors"  means both SCA Third Party  Contractors  and
        Non-SCA Third Party Contractors.

2       PERIOD OF THIS AGREEMENT

2.1     This  Agreement  shall commence on the Effective Date and continue until
        terminated in accordance with clause 19 of this Agreement.

3       PROVISION OF SERVICES

3.1     Each Schedule  attached to and made a part of this  Agreement  describes
        the  services  to be provided by Service  Provider  to the  Company,  as
        amended  from time to time by  written  agreement  of the  Parties  (the
        "Services").  The Parties  have made a good faith  effort as of the date
        hereof to  identify  each  Service  and to  complete  the content of the
        Schedules accurately. It is anticipated that the Parties will modify the
        Services  from  time to time.  In that  case or to the  extent  that any
        Schedule  is  incomplete,  the  Parties  will use good faith  efforts to
        modify the  Schedules.  There are  certain  terms that are  specifically
        addressed  in the  Schedules  attached  hereto  that may differ from the
        terms provided  hereunder.  In those cases, the specific terms described
        in the Schedules shall govern.

3.2     The  Parties may also  identify  additional  Services  that they wish to
        incorporate  into this  Agreement.  The Parties  will create  additional
        Schedules  setting forth the description of such Services,  the fees for
        such Services and any other applicable terms.

3.3     Subject to the terms of this Agreement,  Service Provider  undertakes to
        and shall provide the Services to the Company to the best of its ability
        at all times and to a standard  that would  reasonably be expected of it
        by a professional, independent person or body.

3.4     Without  prejudice to clause 3.3, to the extent that Service Provider is
        unable to  perform  any part of the  Services  in  accordance  with this
        Agreement,   it  shall   advise  the  Company  as  soon  as   reasonably
        practicable.   In  addition,  Service  Provider  shall,  to  the  extent
        possible,  advise the Company of a timetable for it to be able to resume
        full  performance of the Services in accordance  with this Agreement and
        the steps it is taking in that regard. Service Provider shall notify the
        Company  to the  extent  there is  likely to be any  deviation  from the
        timetable proposed.

3.5     The Parties  acknowledge  and agree that Service  Provider and the Staff
        shall be entitled  to provide  similar  services as the  Services to any
        other  legal  entity,  provided  that in doing so the  operation  of the
        Company is not unreasonably prejudiced and the provision of the Services
        to the Company is not materially adversely affected. The Parties further
        acknowledge  and agree that the  Company  may retain any  individual  or
        legal  entity,  other than Service  Provider  and the Staff,  to perform
        services similar or identical to the Services; provided that in doing so
        the ability of Service  Provider to perform any part of the  Services in
        accordance with this Agreement is not materially adversely affected.

4       PROVISION OF STAFF TO PERFORM THE SERVICES

4.1     Service Provider  acknowledges it has been given sufficient  information
        to understand  and  appreciate  the  requirements  and operations of the
        Company relating to the provision of the Services currently described in
        each Schedule.  Service  Provider shall and undertakes to provide at all
        times,  Staff  or  Non-SCA  Third  Party  Contractors  of the  requisite
        calibre,  and with appropriate training and experience and in sufficient
        numbers as required by the Company and as agreed between the Parties and
        in accordance with the attached Schedules.
<PAGE>
                                      -3-


4.2     The Company  acknowledges  and agrees that at the  commencement  of this
        Agreement  the Staff or Non-SCA  Third  Party  Contractors  provided  to
        perform the  Services are of the  requisite  calibre,  have  appropriate
        experience and training and are of a sufficient number.

4.3     If Service  Provider  cannot  provide Staff to perform the Services,  it
        shall,  with the agreement of the Company,  contract or subcontract with
        Non-SCA Third Party  Contractors to provide all or part of the Services.
        The  direction and  management  of the Non-SCA  Third Party  Contractors
        provided  to perform the  Services on behalf of the Company  will be the
        responsibility  of  Service  Provider,  unless  otherwise  agreed by the
        Parties in writing  but only to the extent  that  Service  Provider  has
        contracted directly with such Non-SCA Third Party Contractors.

5       THIRD PARTY CONTRACTORS

5.1     The Company  acknowledges  and agrees that the provision of the Services
        may in part be delegated or contracted or  subcontracted  to Third Party
        Contractors by Service Provider.

5.2     Service Provider may enter into contracts with Third Party  Contractors,
        including, but not limited to, for the provision of the Services, either
        on its own  behalf or on its own  behalf  and on behalf of the  Company,
        whichever Service Provider  reasonably deems appropriate and in the best
        interests of the Company.

5.3     When  entering  into  contracts  with Third Party  Contractors,  Service
        Provider  will  have  regard to the  stated  interests  of the  Company,
        including,  but  not  limited  to,  the  identity  of  the  Third  Party
        Contractor, the terms, costs and period of the contract.

5.4     To  the  extent   Service   Provider   delegates  to,  or  contracts  or
        subcontracts  with,  Third Party  Contractors to perform any part of the
        Services  or to  perform  specific  functions,  Service  Provider  shall
        (remain  responsible  and)  be  liable  to the  Company  for  the  (non)
        performance  of the Services and the (non)  performance of such specific
        functions in their entirety (and for the oversight and management of the
        Third Party  Contractors)  and in  accordance  with  clause 6.1.  below,
        unless otherwise agreed in writing by the Company.

6       LIABILITY

6.1     Except to the extent set out in clauses 6.2, to 6.3 below or as a result
        of a breach by the Company of its obligations under Clause 15.1, Service
        Provider  shall be  liable to  indemnify  the  Company  for any loss the
        Company incurs  (including  defence costs) caused by (i) the acts and/or
        omissions of Service Provider, its employees,  directors and officers in
        providing the Services,  (ii) the breaches of  obligations,  acts and/or
        omissions of Third Party  Contractors,  and (iii) the failure of Service
        Provider to abide by the terms and  conditions of this  Agreement.  Both
        Parties shall take all  reasonable  steps to mitigate any loss including
        pursuing recovery from any third party. Where  appropriate,  the Parties
        further  agree they will  consult each other in respect of such steps in
        accordance with clause 10 below.

6.2     Service  Provider  shall not be liable to the  Company in respect of any
        loss caused by acts of God, or any event beyond the  reasonable  control
        of  the  Parties,   including   but  not  limited  to   nationalization,
        expropriation, devaluation, seizure, or similar action by any government
        authority, de facto or de jure; or acts of war, terrorism,  insurrection
        or revolution.

6.3     Service Provider agrees to take all reasonable steps to recover any loss
        suffered  by the  Company  (for  which  Service  Provider  is  liable to
        indemnify  the  Company  under this  Agreement)  from any insurer or any
        third party liable to Service Provider in respect of such loss. Provided
        that Service Provider  complies with such obligation in a timely manner,
        the  Company  agrees to delay  commencing  proceedings  against  Service
        Provider to enforce  payment in respect of

<PAGE>
                                      -4-


        any claim, which it may have under this Agreement until such time as and
        to the extent that Service  Provider has obtained  recovery  against any
        third party  (including but not limited to Third Party  Contractors  and
        insurers) in respect of such losses.

7       INSURANCE

7.1     Service  Provider  undertakes it or one of its  affiliates  has and will
        maintain   throughout   the  duration  and  period  of  this   Agreement
        appropriate errors and omissions and directors' and officers'  insurance
        in full force and effect to cover its liabilities to third parties.

8       LIMITATION OF AUTHORITY

8.1     Except as expressly  provided for in this Agreement,  or by the Company,
        neither  Service  Provider  nor the Staff shall enter into any  contract
        (including  verbal)  on  behalf  of the  Company  or  commit or bind the
        Company to any agreement or obligation,  or hold it or themselves out as
        having authority to do so.

9       COMPLIANCE

9.1     In providing the Services,  Service Provider shall, to the extent within
        its  control,  comply  with,  and  will  not do  anything  or fail to do
        anything,  which would result in the Company failing to comply with, all
        applicable  laws,  legislation  and  regulations.  In addition,  Service
        Provider shall comply with relevant principles and guidelines,  manuals,
        codes and policies  issued by the Company to the extent it is made aware
        of such principles and guidelines,  manuals,  codes and policies.  It is
        agreed and  understood  that this  clause  does not affect or reduce the
        Company's duty and responsibility  with regard to its own regulatory and
        legal compliance.

9.2     Service   Provider  shall  direct  all  enquiries  from  any  regulatory
        authority  relating to this  Agreement  or the  Services to the Company,
        unless (i) the enquiry is specifically addressed to Service Provider (in
        which case Service  Provider shall procure that the details or a copy of
        such enquiry are promptly  relayed in writing to the Company),  (ii) the
        enquiry relates  exclusively to a third party and not to the Company, or
        (iii) otherwise agreed in writing by the Parties.

10      PERSONS RESPONSIBLE FOR THE OPERATION OF THIS AGREEMENT

10.1    The Service  Provider and the Company shall each appoint two individuals
        to be their respective  representatives (the  "Representatives") for the
        purpose  of  the  operation  of  this  Agreement.   The  Representatives
        (identified  below)  shall  be  responsible  for,  among  other  things,
        managing  the  relationship,  and  acting  as the  principal  points  of
        contact,  between the Parties in relation to matters and disputes  under
        this Agreement.

10.2    Any  matters or  disputes  under  this  Agreement  including  matters or
        disputes   affecting  the  relationship   between  the  Parties  or  the
        performance  of their  respective  obligations  hereunder,  shall in the
        first  instance,  be  raised  to  and  sought  to  be  resolved  by  the
        Representatives.

10.3    If and to the extent that any matters or disputes  cannot be resolved by
        the Representatives  then the Representatives  shall, raise such matters
        or disputes  with a committee  comprised of [ ] and  established  by the
        Parties  for the  purpose of  overseeing  the  relationship  between the
        Parties with respect to matters set forth in this
<PAGE>
                                      -5-


        Agreement (the "Steering  Committee").  The Steering  Committee shall be
        responsible  for the  resolution of those  matters and disputes  brought
        before it.

10.4    The  Parties  may  each  appoint  Representatives,   in  lieu  of  their
        Representatives  listed below,  provided  that prior  written  notice is
        given to the other Party in accordance with Section 22 below.

        COMPANY REPRESENTATIVES:          [           ]
                                          Telephone:
                                          E-Mail:

        SERVICE PROVIDER REPRESENTATIVES: [           ]
                                          Telephone:
                                          E-Mail:

11.     REPORTING

11.1    Unless  otherwise  agreed  between the Parties,  Service  Provider shall
        provide  reports on the  Services in  accordance  with the  Schedules as
        amended from time to time.

11.2    Service Provider shall provide such other reports, including in relation
        to Staff and Third Party  Contractors,  as may reasonably be required by
        the Company from time to time in a timely manner.

11.3    To the extent the Schedules do not already  address the issue and to the
        extent  appropriate,   practicable  and  necessary,  the  Parties  shall
        establish benchmarks against which to monitor the performance of Service
        Provider and Third Party  Contractors.  If and when such  benchmarks are
        established,  Service  Provider shall and undertakes to provide reports,
        at least  quarterly,  in respect of such  benchmarks,  or  otherwise  in
        accordance with the Schedules.

12      DOCUMENTS AND RECORDS

12.1    Service  Provider shall establish  and/or maintain  records  relating to
        this  Agreement  and,  to the extent  reasonable  and  appropriate,  the
        Services,  in accordance with the document  retention policy established
        by SCA or in accordance  with  applicable  laws and  regulations if they
        provide for longer periods of retention.

12.2    The Company, its bona fide agents, auditors and/or a relevant regulatory
        authority shall have the right on the giving of reasonable prior notice,
        to inspect and audit any records of or held by Service Provider relating
        to this  Agreement  and the  Services,  and shall have the right to make
        copies or extracts of any such records.

12.3    In the  event  that  an  audit  reveals  that  Service  Provider  is not
        complying  with  the  terms  of  this   Agreement,   or  any  applicable
        regulation,  principles, guidelines, laws or legislation in any material
        respect,  the Company may,  without  prejudice to its other rights under

<PAGE>
                                      -6-


        this Agreement,  require Service Provider to take all necessary remedial
        action within four (4) weeks following disclosure to Service Provider of
        such audit results.

12.4    All files,  materials,  policies and  documents  prepared or obtained by
        Service  Provider in the course of carrying  out its  obligations  under
        this  Agreement  shall be and remain the  property of the  Company,  and
        Service Provider shall treat them  accordingly - including  keeping them
        safe and secure whilst in Service Provider's possession.

13      CONFIDENTIALITY

13.1    Confidential  Information means all information  disclosed by either the
        Company or Service  Provider  (whether in writing,  orally or by another
        means) concerning the other Party which comes into their possession as a
        consequence  of the  operation  of  this  Agreement  including,  without
        limitation,  information  relating to the Parties products,  operations,
        processes,  plans or intentions,  product information,  know-how, design
        rights, trade secrets, market opportunities and business affairs.

13.2    The Parties undertake to hold the Confidential Information in confidence
        and not to disclose the Confidential  Information (except as provided in
        this Agreement) without the prior written consent of the other Party.

13.3    Notwithstanding  clause 13.2,  the Parties are entitled to disclose that
        portion of the Confidential Information required in order to comply with
        any legal  requirement or any regulation or rule or the  requirements of
        any rating  agency,  or to the extent the  Confidential  Information  is
        already in the public domain.

14      DATA PROTECTION

14.1    The Parties undertake to comply with all applicable data protection laws
        and regulations in any relevant  jurisdiction in which personal data (or
        any other data,  the use or transfer  of which is  regulated  by law and
        regulations in that  jurisdiction)  is transferred or used in connection
        with the provision of the Services.

15      BUSINESS CONTINUITY PLAN

15.1    The  Parties  shall be  jointly  responsible  for  devising a plan(s) to
        ensure the  continuity  of the  Services  in the event of an  unforeseen
        interruption  and any other  prudent  procedures  and measures  that are
        reasonably   necessary  to  prevent  the   disruption  of  the  Services
        (collectively,  the "Business  Continuity  Plan").  The Company shall be
        responsible for maintaining the Business Continuity Plan and the Service
        Provider shall, in the event of an unforeseen interruption, cooperate to
        the best of its  ability  with the  Company to ensure the  uninterrupted
        provision of Services.

16      REMUNERATION AND FEES

16.1    The Company will pay Service  Provider in accordance with the provisions
        of the Schedules.  Within thirty (30) days of receipt of an invoice from
        Service  Provider,  Company shall pay Service Provider  semi-annually in
        arrears.  Such  invoices  shall be provided at the end of the second and
        fourth quarters of each calendar year, if applicable.

16.2    Unless otherwise provided in the relevant  Schedule,  at the end of each
        annual period  commencing as of January 1, 2006,  Service  Provider will
        perform a review of the fees being charged to the Company and if Service
        Provider determines,  based on a transfer pricing or similar study, that
        the fees should be  different,  then the parties will  negotiate in good
        faith to change the fees to a rate consistent with such study.
<PAGE>
                                      -7-


17      TAXES

17.1    All sums payable  pursuant to this  Agreement  shall be exclusive of any
        duties and taxes.  Any other duties or taxes  payable on such sums shall
        be payable in addition to such sums.

18      COMPLAINTS

18.1    In  accordance  with  clause 22, the  Parties  shall  notify one another
        immediately  upon becoming  aware of any relevant  matter arising out of
        the operation  of, or in  connection  with,  this  Agreement,  which has
        resulted or could result in a complaint  to,  including  but not limited
        to, any  regulatory  authority or which could give rise to litigation or
        proceedings against either Party.

19      TERM AND TERMINATION

19.1    This Agreement may be terminated, either in whole or with respect to one
        or more of the  Services,  by the  Company  at any  time by  giving  the
        Service Provider ninety (90) days prior written notice.

19.2    Unless the other Party  specifically  agrees to the contrary in writing,
        this Agreement will be automatically terminated with immediate effect in
        the event that one Party shall:-

        (a)     enter  or  become  the  subject  of  voluntary  or   involuntary
                rehabilitation or liquidation proceedings;

        (b)     become the subject of an action in bankruptcy;

        (c)     make or propose any  composition  with its creditors or make any
                assignment  for  the  benefit  of  its  creditors  or  otherwise
                acknowledge its insolvency;

        (d)     have an administrator or  administrative  receiver or equivalent
                office holder appointed by a court of competent jurisdiction;

        (e)     have a receiver or equivalent  office  holder  appointed for the
                whole or any part of its business;

        (f)     any past or present  director,  officer,  partner or employee of
                Service  Provider is  convicted  of or charged with any criminal
                offence  involving  fraud or dishonesty or any similar  criminal
                offence  which  may  materially  affect  the  operation  of this
                Agreement.

19.3    Each Party shall inform the other immediately upon becoming aware of the
        occurrence of any of the events set out in Clause 19.2 above.

19.4    In the event of persistent and material breaches of any discreet part of
        the Services,  the Company shall inform the  Representatives  of Service
        Provider in writing of the nature of such breaches.  The Representatives
        shall meet as soon as reasonably  practicable  to discuss these breaches
        (such meeting being  expected to occur within seven (7) business days of
        receipt of the written  notice) and try to agree an action plan designed
        to remedy the breaches within a reasonable  timeframe  acceptable to the
        Company.  Should  an  action  plan not be  agreed  within  a  reasonable
        timeframe,  or the  implementation  of an action  plan not result in the
        Services  being   performed  to  the  specified   standards,   then  the
        Representatives  shall raise the matter with the Steering Committee,  in
        accordance with clause 10 above. If the material  breaches  continue and
        the  Steering  Committee  does not  provide a  resolution  to the matter
        within  a  reasonable  timeframe,  then  the  Company  has the  right to
        terminate the relevant part of the Services with one (1) month's notice.
        Such  termination  will not affect the  continuance  of the Services not
        subject to the persistent and material breaches.
<PAGE>
                                      -8-


19.5    On termination of any Service provided for in any Schedule or the entire
        Agreement,  each Party  shall  bear its own  associated  costs;  Service
        Provider  will  cooperate  in good faith with the Company to provide the
        Company (or its designee) with reasonable  assistance to make an orderly
        transition  from Service  Provider to another  supplier of the Services.
        Service Provider  undertakes to work with the Company to ensure a smooth
        transition  and  hand-over  and to minimise  the costs  associated  with
        termination for each Party. Such transition assistance shall include the
        following:

        (a)     developing a transition plan with assistance from the Company or
                its designee; and

        (b)     organizing and  delivering to the Company  records and documents
                necessary  to  allow  continuation  of the  Services,  including
                delivering  such  materials in electronic  forms and versions as
                requested by the Company.

19.6    Termination of this  Agreement does not affect a Party's  accrued rights
        and obligations at the date of termination.

20      LAW AND JURISDICTION

20.1    This Agreement shall be construed in accordance with the laws of Bermuda
        without regard to the principles of conflict of laws.

21      ASSIGNMENT

21.1    This  Agreement  shall not be  assignable  by either  Party  without the
        express  written  consent of the other,  and such  consent  shall not be
        unreasonably withheld,  provided however that upon delivery of notice to
        the Company,  Service Provider may assign all or a portion of its rights
        under this  Agreement to an  affiliate.  For purposes of this  Agreement
        "affiliate"  shall mean any person,  corporation,  company  partnership,
        individual  or  group  (collectively  a  "Person"),  which  directly  or
        indirectly,   through  one  or  more  intermediaries,   controls  or  is
        controlled by, or owns or is owned by another Person,  with an equity or
        other financial interest of 35% or more of any management interest.

22      NOTICES

22.1    All  notices  hereunder  shall be sent to the Party at the  address  set
        forth below or at such other address as shall be specified by a Party as
        to it in a notice duly given.  Notices shall be effective  upon receipt,
        and shall be addressed as follows:

        If to Service Provider: XL Financial Assurance Ltd.
                                XL House, One Bermudiana Road
                                Hamilton HM 11, Bermuda

                                Attention:

                                Telephone:

                                Facsimile:

<PAGE>
                                      -9-


        If to Company:          XL Insurance (Bermuda) Ltd
                                XL House, One Bermudiana Road
                                Hamilton HM 11, Bermuda

                                Attention:

                                Telephone:

                                Fax:


        or to such other  address as a Party shall have  designated by notice in
        writing to the other Party in the manner provided by this clause 22.1.

23.     THIRD PARTIES' RIGHTS

23.1    For the  avoidance of doubt,  no term of this  Agreement is intended for
        the benefit of any third  party,  and the Parties do not intend that any
        term of this Agreement should be enforceable by a third party.

24      ENTIRE AGREEMENT

24.1    This Agreement,  including the attached  Schedules,  is the complete and
        exclusive  statement of the agreement between the Parties and supersedes
        all prior proposals,  understandings and all other agreements,  oral and
        written,  between  the Parties  relating  to the subject  matter of this
        Agreement.  This  Agreement  may not be  modified  or altered  except by
        written instrument duly executed by both Parties.

25.     FORCE MAJEURE

25.1    Any  delay  or  failure  by  either  Party  in the  performance  of this
        Agreement will be excused to the extent that the delay or failure is due
        solely to causes or contingencies  beyond the reasonable control of such
        Party.

26.     SEVERABILITY

26.1    If any provision,  clause or part of this Agreement,  or the application
        thereof under certain circumstances is held invalid or unenforceable for
        any reason, the remainder of this Agreement,  or the application of such
        provision,  clause  or  part  under  other  circumstances  shall  not be
        affected thereby.

IN WITNESS  WHEREOF,  the Parties have signed this  Agreement  on the  Effective
Date.



XL FINANCIAL ASSURANCE LTD.             XL INSURANCE (BERMUDA) LTD

By                                      By:
      --------------------------------     --------------------------------
Name:                                   Name:
      --------------------------------     --------------------------------
Title:                                  Title:
      --------------------------------     --------------------------------
<PAGE>
                                      -10-


SCHEDULE #__________

______________________________ SERVICES


I       DESCRIPTION OF SERVICES

A.      SCOPE

XL Financial Assurance Ltd. (" Service Provider") will provide
______________________________ services to XL Insurance (Bermuda) Ltd (the
"Company"), either through Service Provider's own resources, the resources of
its subsidiary or affiliates, as provided in the General Services Agreement (the
"Services Agreement"), dated as of _______________, by and between Service
Provider and Company, or by contracting with other independent contractors, all
in accordance with Section 4.1 of the Services Agreement.

B.      SPECIFIC SERVICES

The specific services that Service Provider will provide are as follows:

1.      ________________________________________________________________

2.      ________________________________________________________________

3.      ________________________________________________________________

4.      ________________________________________________________________

5.      ________________________________________________________________

Additional services may be included upon agreement of both parties.

II      SERVICE FEES

[The Company will pay Service Provider [insert payment frequency and related
terms] on a "cost plus" basis for each Service as set forth herein. The Company
will pay the Service Provider within thirty (30) days of the receipt of an
invoice from Servicer Provider.

The fee will include:

        (i)     with respect to the Services being performed and Support
                Services being provided by Service Provider, any salaries,
                bonuses, benefits, fringe benefits, incentive compensation
                benefits (if applicable) payroll taxes or other applicable
                taxes, and depreciation/amortization of office equipment and
                software attributed to the employee in the group (collectively,
                the "Employee Costs"), based upon the ratio of Service
                Provider's estimate of the time spent by the employee on behalf
                of the Company or in connection with providing Services divided
                by the total time spent by the employees multiplied by the
                Employee Costs;

        (ii)    a mark up of ____% of the aggregate amount calculated pursuant
                to (i);

        (iii)   third-party expenses, including travel and entertainment,
                consulting fees and printing costs, incurred on behalf of the
                Company by Service Provider on behalf of the Company or in
                connection with providing Services (such costs are not subject
                to a mark up); and

        (iv)    Any costs incurred by the Service Provider in providing the
                Services not in the ordinary course of business (such costs are
                not subject to a mark up).]

OR
<PAGE>
                                      -11-


[The Company will pay Service Provider semi-annually on an hourly rate per
professional hour (or pro rata portion thereof for portions of an hour) as set
forth below based on the title of the XLFA professional providing the Services



; plus actual out of pocket expenses incurred in providing such services,
provided that the incurrence of such expenditures has been approved by the
Company. The foregoing hourly rates include a mark up of [ ]. Out of pocket
expenses are not subject to markup.

Account current statements shall be rendered [ ] by Servicer Provider to the
Company (which statements shall provide, upon request from time to time of the
Company, reasonable detail as to the services rendered) and enumeration of any
out-of-pocket expenditure to be reimbursed.]


III     ADDITIONAL TERMS

Insert any other relevant terms.