ADMINISTRATION AGREEMENT


This  AGREEMENT  is made and  entered  into on this 24 day of July 2000,  by and
between Kemper Cost  Management  with its principal  offices at 4343 Will Rogers
Parkway,  Oklahoma City, OK 73108- 1817 (hereinafter referred to as ("COMPANY"),
and  Mechanical  Breakdown  Administrators,  Inc., a Delaware  Corporation,  and
Mechanical  Breakdown  Administrators,  Inc.  of Arizona,  with their  principal
offices at 9419 E. San Salvador,  Suite 105,  Scottsdale,  AZ 85261 (hereinafter
collectively referred to as ("ADMINISTRATOR").

WHEREAS,  ADMINISTRATOR is engaged in the business of soliciting Vehicle Service
Contracts  for the sale and  administration  of  Contracts  covering  Recreation
Vehicles ("the Subject Business), and

WHEREAS,  COMPANY is  engaged  in the  business  of  underwriting  reimbursement
insurance policies for the Subject Business  ("Policies") for the benefit of the
ADMINISTRATOR and or Accounts and

WHEREAS,   the  COMPANY  and  the   ADMINISTRATOR   mutually   desire  that  the
ADMINISTRATOR perform the administrative and claim handling functions as defined
herein.

NOW, THEREFORE,  in consideration of the mutual covenants and promises contained
herein, the parties hereto agree as follows:

I.  APPOINTMENT.  Subject  to  the  terms  and  conditions  of  this  AGREEMENT,
ADMINISTRATOR is hereby appointed to solicit and administer the Subject Business
as  expressly  set  forth  in the  Underwriting  Guidelines  and  Administrative
Procedures  set  forth in  Section  5 to this  AGREEMENT.  ADMINISTRATOR  hereby
accepts such appointment,  and agrees to perform faithfully the duties therefore
to the best of its  knowledge,  skill and judgment.  It is understood and agreed
that ADMINISTRATOR  will market the programs intended and anticipated  hereunder
to Accounts that are willing to sell Contracts in accordance with the guidelines
and procedures  established by the  ADMINISTRATOR and approved by the COMPANY in
accordance with Exhibit A. COMPANY will insure ADMINISTRATOR'S and/ or Accounts'
obligations  under the Contracts as set forth by the terms and conditions of its
duly issued Policies.

II.  DEFINITIONS.  The following  terms as used in this  AGREEMENT will have the
following meanings whether used in the singular or plural.

     A) "AGREEMENT"  shall be understood to include any and all Addenda attached
     in accordance with the terms and conditions specified herein.

<PAGE>
     B) "Contracts"  mean extended  support plans,  product  replacement  plans,
     extended  service plans,  extended service  contracts or extended  warranty
     contracts issued by or on behalf of the  ADMINISTRATOR:  (i) Only while the
     Policies are in force;  (ii) On  electronic or printed form approved by the
     COMPANY and attached as an Exhibit to the Policies.

     C)  "Claim"  means a  demand  for  service  made by a  Contract  Holder  in
     accordance  with the terms of a Contract or in accordance with any business
     rules or exceptions outlined in the AGREEMENT.

     D)  "Contract  Holder"  means any person or Persons  or legal  entity  that
     purchases a Contract from the ADMINISTRATOR or Accounts.

     E)  "Dealer  Cost"  means all  monies  payable  to the  ADMINISTRATOR  from
     Accounts for the purchase of Contracts.

     F) "Account" means a business entity that has entered an Account  AGREEMENT
     with the ADMINISTRATOR to sell Contracts. The Account AGREEMENT is attached
     as Exhibit B. The form of the  Account  AGREEMENT  may not be  modified  or
     altered by ADMINISTRATOR without COMPANY' s written approval.

     G)  "Obligor"  shall mean  either  the  ADMINISTRATOR  or  Account  that is
     contractually  obligated  to the  Contract  Holder  under  the terms of the
     Contract.

     H) "Policies"  mean a Contractual  Liability  Policy Form together with any
     Endorsements  attached thereto issued by COMPANY to Obligor of any Contract
     pertaining to the Subject  Business  governed by this  AGREEMENT.  Policies
     will be issued in a form substantially  similar to that attached as Exhibit
     C and may  change  from  time to time in  accordance  with  state  laws and
     regulations or as deemed necessary and appropriate by COMPANY.

     I) "Premium" means all monies payable to COMPANY by  ADMINISTRATOR  whether
     or not collected by ADMINISTRATOR  from Accounts and as specified under the
     terms of the Policies issued by COMPANY to ADMINISTRATOR or Accounts.

     J) "Net  Premium"  means the  aggregate  amount  of  Premiums  less  Return
     Premiums  as the net result of a  cancellation/  void of a Contract  by any
     party to the Contract.

     K) "Retail Price" means the amount of money paid by the Contract Holder for
     the purchase of a Contract.

                                        2
<PAGE>
     L)  "Return  Premium"  means  the  aggregate  amount  of  unearned  Premium
     attributable to the  cancellation/  void of Contracts for which COMPANY has
     previously received payment.

     M) "Unearned Premium" means that portion of the Premium received by COMPANY
     that relates to the unexpired part of the Policies.

III. TERRITORY.  ADMINISTRATOR shall be the sole judge as to where ADMINISTRATOR
shall  operate.  However,  COMPANY's  indemnity  obligation  is  limited  to the
Policies and covers only those states agreed to in writing by COMPANY.

IV.  RELATIONSHIP.  Nothing  contained  herein will be  construed  to create the
relations  of employer  and  employee or joint  venture or  partnership  between
ADMINISTRATOR  and  COMPANY  or  between  COMPANY  and  any  of  ADMINISTRATOR's
employees or  representatives.  It is the express  intent of the parties  hereto
that  with  respect  to  the  services  provided  by  ADMINISTRATOR  under  this
AGREEMENT,  ADMINISTRATOR  is an independent  contractor for all purposes and in
all situations.

V.  AUTHORITY  OF THE  ADMINISTRATOR.  ADMINISTRATOR  shall  have  no  power  or
authority  other than as expressly  granted and set forth herein.  ADMINISTRATOR
shall  have no power or  authority  to act on  behalf  of  COMPANY  in  granting
insurance coverage. Nor shall ADMINISTRATOR have the power or authority to award
coverage.  Nor shall  ADMINISTRATOR have the power or authority to extend any of
the coverage granted to ADMINISTRATOR and/ or Accounts unless  ADMINISTRATOR has
been  expressly  authorized to do so by COMPANY,  and then only to the extent so
stated.  ADMINISTRATOR  will use its best  efforts  and good faith to  represent
COMPANY  at all times.  ADMINISTRATOR  is hereby  authorized  and  obligated  to
perform the following services for COMPANY.

     A)  In  addition  to  the  other  duties   specified  in  this   AGREEMENT,
     ADMINISTRATOR  shall  perform the  following  services  with respect to the
     Subject Business.

          1)   Develop and supply Accounts with supplies  either  electronically
               or in a printed format as necessary for the Subject Business

          2)   Maintain  and operate data  processing  systems to input and keep
               record of all Contracts sold by Accounts.

          3)   Maintain and utilize an adequate  number of personnel  having the
               requisite experience in the adjustment of claims to authorize the
               repair or  replacement  of covered  products and make payments on
               service costs for covered Claims.

                                        3
<PAGE>
          4)   Collect  the Dealer Cost and remit  premiums  received to COMPANY
               net  of  compensation  due  to  ADMINISTRATOR  according  to  the
               provisions of the Definition entitled "Premiums".

          5)   To notify and forward to COMPANY any notices from any  regulatory
               authority pertaining to the Subject Business.

          6)   In  the  event  that   actions  or   omissions   of  any  of  the
               ADMINISTRATOR'S  employees  results in a claim or lawsuit against
               the COMPANY,  the ADMINISTRATOR  shall pay indemnity,  defend and
               hold  the  COMPANY  harmless  from  any  such  claim  or  lawsuit
               including  costs  incurred in order to fulfill their  obligations
               under this AGREEMENT.

     B)  ADMINISTRATOR  agrees to pay to the COMPANY the premiums as defined and
     specified in the policies  whether or not  collected by the  ADMINISTRATOR.
     The ADMINISTRATOR does not possess premium received for any other reason.

     The  ADMINISTRATOR  will  submit to the  COMPANY a  detailed  and  itemized
     monthly  "account  current" of all Premium written and Premium  adjustments
     made  (whether  additional or return or whether funds were received or not)
     with respect to all business and  transactions  in that calendar  month not
     later than fifteen  (15) days after the close of business of each  calendar
     month. The Premium report will be in a format as required by the COMPANY.

     Premiums on each Contract and additional  Premiums developed by adjustments
     are due  within  fifteen  (15)  days  after the  close of  business  of the
     calendar month in which the Contract was purchased.

     C) ADMINISTRATOR  will establish  electronic data files containing  Program
     data including but not limited to:

          1)   Contract number; contract holder name & address;

          2)   Date of sale and place of purchase of Contract;

          3)   Identification  of coverage - Parts only,  labor only,  parts and
               labor,   home  protection,   program  title,  term  of  Contract,
               effective  date  and  expiration  date,  manufacturer's  warranty
               (parts/ labor);

          4)   Product Description - model number, manufacturer;

          5)   Retail price, insurance premiums.

     D) With  respect to any Claims  made under any of the  Contracts,  to which
     this  AGREEMENT  applies,  which  involve an actual or alleged loss and are
     reported to the ADMINISTRATOR after the effective date of this AGREEMENT:

                                        4
<PAGE>
          1)   To establish  an  electronic  Claims  record with respect to each
               covered Claim that shall include but not be limited to

               (a)  Claimant's name and address;

               (b)  Date and place of purchase of the Contract;

               (c)  Date of covered Claim, service authorization and performance
                    of service;

               (d)  Contract number;

               (e)  Product   description   -   model   number,   dealer   cost,
                    manufacturer;

               (f)  Type of repair and/ or replacement service performed;

               (g)  Date and amount of Claim payment (parts, labor, other);

               (h)  Failure code, servicer's code;

               (i)  Payment or check number, payment date; and

               (j)  Claim number.

          2)   To  investigate,  adjust,  compromise,  settle or deny all Claims
               within the discretionary authority limit set forth below;

          3)   To  document  each  Claim file with a written  chronology  of all
               actions taken with respect to the underlying Claim, including but
               not  limited  to  coverage,  repair/  replacement  rationale  and
               disbursements;

          4)   To  furnish  all  claim   form's   necessary   for  proper  Claim
               administration;

          5)   To seek written  authorization to pay Claims with costs in excess
               of $4000.00  ("Authority Limit"). to the COMPANY within seven (7)
               days after  ADMINISTRATOR  first  received  information  that the
               damages are in excess of the Authority Limit.  This amount may be
               adjusted from time to time at the sole discretion of the COMPANY;

          6)   To  investigate,  adjust,  settle or deny Claims in excess of the
               authority limit only with the prior written approval of COMPANY;

          7)   To provide to the COMPANY,  following  the close of each calendar
               month, a claims  bordereau via electronic  transmission  or other
               agreed  upon  medium  of  Claims  paid and  denied  and of Claims
               outstanding  in excess of 21 days but unpaid  during  such month,

                                        5
<PAGE>
               giving  such  reasonable  detail as the  COMPANY  requires.  Such
               claims bordereau will be provided to the COMPANY in the form of a
               monthly bordereau report within fifteen (15) days after the close
               of business of each calendar month. The COMPANY may also require,
               from time to time,  special reports from the  ADMINISTRATOR to be
               provided at the COMPANY's expense.

          8)   To make repairs and otherwise  fulfill  covered Claims made under
               the  Contracts  as  referred  to herein  as well as  report  such
               covered  Claims to the  COMPANY  in the  format  required  by the
               COMPANY.

     E)  ADMINISTRATOR  will  immediately,  but in no event later than within 48
     hours, notify COMPANY of any complaints,  regarding the Contracts,  made by
     or through any  governmental  or regulatory  body and forward copies of any
     documents received regarding such complaints to the COMPANY. In addition to
     notifying COMPANY,  ADMINISTRATOR  will maintain a chronological  record of
     all complaints,  ("Complaint Log") made by or on behalf of any governmental
     or regulatory body. ADMINISTRATOR will document each complaint, the name of
     the Policy holder, name of the Contract Holder and state of residence,  the
     name of the repair facility,  claim number, identity of the governmental or
     regulatory  body  making the  complaint,  description  of  grievance,  date
     ADMINISTRATOR received notice of the complaint, description of action taken
     by ADMINISTRATOR in response to the complaint and the date the complaint is
     resolved.  The  Complaint Log will be provided to the COMPANY upon 48 hours
     written notice.

     F) The ADMINISTRATOR will immediately, but in no event later than within 48
     hours, notify the COMPANY of any lawsuit,  demand, claim,  arbitration,  or
     proceeding  of any type  involving  the COMPANY of which the  ADMINISTRATOR
     becomes aware. The ADMINISTRATOR will bring to the COMPANY's  attention any
     Claim when  coverage  is  doubtful  or which  involves  Policy or  Contract
     interpretation.  The ADMINISTRATOR will maintain a "suit log" setting forth
     the following information:  name and state of residence of the policyholder
     and  Contract  Holder;  name of repair  facility;  Claim  number,  name and
     address of plaintiff(s) and defendant(s); name and address of the attorneys
     for both plaintiff(s) and defendant(s);  court in which suit is filed; date
     suit  filed,  date of service on agent;  and date  defense  counsel  enters
     appearance.  The ADMINISTRATOR will also immediately forward to the COMPANY
     copies  of any  pleadings  and/ or  documentation  regarding  any  lawsuit,
     demand, claim or proceeding involving the COMPANY, the ADMINISTRATOR or any
     corporation affiliated with either the COMPANY or the ADMINISTRATOR.

     G) The ADMINISTRATOR  will maintain  operating  standards and procedures to
     assure that the Contracts and the operations of the ADMINISTRATOR conducted
     in  connection  with the Programs  are all in  compliance  with  applicable
     local,   state,   territorial  and  federal  laws  and   regulations.   The

                                        6
<PAGE>
     ADMINISTRATOR will be in compliance with state registration,  certification
     and/ or license  requirements,  and will procure and maintain all licenses,
     registrations, permits and authorizations legally required for it to market
     and  administer the Contracts in those  territories  where the parties have
     agreed that the Contracts will be offered.

     H) The ADMINISTRATOR  will train and staff personnel or contract  personnel
     to perform the duties described herein.

VI.  CLAIMS IMPREST ACCOUNT.

     A) The COMPANY will designate a checking account  ("Imprest  Account") at a
     bank, or other financial  institution  chosen by ADMINISTRATOR and approved
     by COMPANY for the purpose of issuing  payment of losses for covered Claims
     made under  Policies.  The Imprest Account will be designated and titled so
     as to be identified as being for the exclusive use of paying covered Claims
     made under COMPANY's Policies.  COMPANY will provide ADMINISTRATOR with the
     bank name, account name and account number of the Imprest Account.  COMPANY
     will be  obligated  to fund the  Imprest  Account  as may be  necessary  to
     provide for  payment by  ADMINISTRATOR  of losses for  covered  Claims made
     under  Policies.  All  interest  earned on the Imprest  Account will be the
     property of the COMPANY.

     B)  ADMINISTRATOR  will be  responsible  for issuing  checks on the Imprest
     Account  exclusively  for the  payment of  covered  Claims  incurred  under
     COMPANY'S  Policies.  ADMINISTRATOR  will be the  custodian of checks to be
     drawn on the Imprest  Account and will establish the controls  necessary to
     ensure the safety and security of these checks.  ADMINISTRATOR will have on
     hand and store in a secure  location,  at all times during the term of this
     AGREEMENT  and  during any run- off after  termination,  at least a six (6)
     month supply of checks for the Imprest Account.

     C) On a monthly basis  ADMINISTRATOR will provide to COMPANY, by electronic
     transmission  a Claims  payment  record of the issued  Claim  checks with a
     grand total for all checks issued during the weekly period.

     D) ADMINISTRATOR  will provide to the COMPANY a written  reconciliation  of
     the  Imprest  Account  within  twenty  (20)  days  after  the close of each
     calendar month.

     E) Any check in excess of  $15,000.00  will not be issued  from the Imprest
     Account unless countersigned by a designee of the COMPANY.

     F) Allocated Loss Expenses will not be paid from the Imprest Account.

                                        7
<PAGE>
VII. PAYMENT OF ALLOCATED LOSS EXPENSES AND STATEMENTS.

The ADMINISTRATOR  will submit for payment to the COMPANY,  and the COMPANY will
pay, all Allocated Loss Expenses as defined and described herein.

The term  "Allocated  Loss Expenses"  will mean the following  items of expense,
allocable to a specific  Claim,  and will be paid by the COMPANY  provided prior
written  approval has been  obtained  from the COMPANY for each  Allocated  Loss
Expense:

     A) Attorneys' fees and disbursements;

     B) Court reporter services and transcripts;

     C) Stenographic services and transcripts;

     D) Witness attendance fees.

     E) Court costs;

     F) Appeal bonds;

     G) Printing costs related to trials and appeals;

     H)  Testimony,  opinions,  appraisals,  reports,  surveys,  and analyses of
     professionals and experts;

     I) Trial and hearing attendance fees.'

     J) Reports from government agencies and branches;

     K) Credit bureau reports;

     L) Private investigators;

     M) Inspectors and Inspections;

     N) Photographs;

     O) Extraordinary Claim investigation and/ or travel expense incurred by the
     ADMINISTRATOR at the written request of the COMPANY; and

     P) Any similar service related to the adjudication of a particular Claim or
     the  protection  of the  subrogation  rights of the  COMPANY  for which the
     COMPANY will have given prior written approval.

                                        8
<PAGE>
     Unallocated loss adjustment expenses,  such as salaries,  benefits,  travel
     overhead of the ADMINISTRATOR or its employees, are not reimbursable to the
     ADMINISTRATOR  by the  COMPANY.  The  ADMINISTRATOR  will  bear and pay all
     charges  and  expenses  incurred  in  conducting  its  business,  including
     compensation of the  ADMINISTRATOR's  employees,  office  expenses,  normal
     postage, license fees, reporting fees, and costs associated with compliance
     with this  AGREEMENT.  The COMPANY  will not be  responsible  for  expenses
     incurred by the ADMINISTRATOR not set forth herein.

VIII. LIMITATION OF AUTHORITY.  In addition to any other limitation expressed or
implied in this  AGREEMENT  or any other  instructions  which may be issued from
time to time by the  COMPANY  to the  ADMINISTRATOR,  the  ADMINISTRATOR  has no
authority to:

     A) Appoint agents,  sub-agents and/ or  sub-ADMINISTRATORS on behalf of the
     COMPANY;

     B) Make any agreements with any persons on behalf of the COMPANY.

     C) Make any agreements rendering or purporting to render the COMPANY liable
     for the payment of expenses, commissions or any other sum:

     D) Make,  alter, or discharge any of the terms and conditions of any policy
     or contract of the COMPANY or any Contract insured by the COMPANY;

     E) Institute, prosecute or maintain any legal proceeding in connection with
     any matter pertaining to the COMPANY'S business;

     F) Hold  itself out as an  ADMINISTRATOR  of the  COMPANY for any matter or
     purpose other than as specifically prescribed by this AGREEMENT;

     G) Withhold any monies or property of the COMPANY;

     H) Offer to pay any rebate or make any ex-gratia payment;

     I) Issue,  utter,  write or otherwise make any  representation,  statement,
     promise or warranty of any kind or nature with  respect to the  business of
     the  COMPANY,  other  than  to  adjust  covered  claims  pursuant  to  this
     AGREEMENT,  unless  specifically  authorized  in  writing  to do so by  the
     COMPANY;

     J) Engage or appoint any attorney or legal  representative for all lawsuits
     to defend any action  taken  under the Subject  Business.  Only the COMPANY
     shall decide  whether  claims  brought about by suit(s) may be settled that
     relates to the Subject Business or arise under the Policies.

                                        9
<PAGE>
     K) Make, accept or endorse notes or otherwise incur any liability, which is
     not incurred in the  ordinary  course of business of the  ADMINISTRATOR  on
     behalf  of the  COMPANY  pursuant  to the  terms  and  conditions  of  this
     AGREEMENT.  ADMINISTRATOR  will not make any ex-gratia payments without the
     written authorization of the COMPANY;

     L)  Waive  a  forfeiture  or  issue a  guaranty,  other  than as  expressly
     permitted in writing by the COMPANY; or

     M) Extend  the time for the  payment  of  Premium  or other  monies due the
     COMPANY.

     N)  Directly  or  indirectly  solicit,  sell,  offer,  bind or deliver  any
     Contracts at any reduction or deviation from the rates,  terms,  conditions
     agreed to by COMPANY,  unless  part of an  advertising,  special  marketing
     promotion or unique Account Contracts agreed to in writing by the COMPANY.

IX.  ADVERTISING  AND  REPRESENTATIONS.  The  ADMINISTRATOR  will  not  use  any
advertising material,  prospectus,  proposal form, or representation,  either in
general or in relation to the COMPANY,  unless furnished by the COMPANY or until
the prior written  authorization of the COMPANY is obtained.  Such approval will
not in any event be  construed  as  charging  or binding the COMPANY to bear any
part of the cost or expenses thereof. Moreover, the ADMINISTRATOR will not cause
any third party to issue or circulate any illustration,  circular,  statement or
memorandum of any sort misrepresenting the terms, benefits, or advantages of any
Contract issued by the ADMINISTRATOR, or make any misleading statement as to any
Program or the financial security of the COMPANY.

No permission is hereby granted, either express or implied, to the ADMINISTRATOR
for the use of trade names,  trademarks  or service marks of the COMPANY and/ or
its  affiliates.  The  ADMINISTRATOR  will not use the trade names,  trademarks,
service  marks of the COMPANY,  and/ or its  affiliates,  without the  COMPANY's
prior written authorization.

X. BOOKS,  RECORDS AND ACCOUNTS.  The ADMINISTRATOR  will keep full and accurate
records of the business  transacted under this AGREEMENT and will forward to the
COMPANY  such  reports of said  business  that the  COMPANY may  prescribe.  The
ADMINISTRATOR  will keep  copies of each type of Contract  issued;  the name and
address of each  Contract  Holder to the extent that the name and  address  have
been provided by the Contract  Holder;  a list of locations  where Contracts are
marketed,  sold,  offered  for  sale,  issued,  made or  proposed  to be made or
administered.  Books,  records and accounts may be compiled in various locations
but a copy of all books, records and accounts must, at all times, be kept at the
ADMINISTRATOR's  premises. The COMPANY or its representative will have the right
to examine and audit ADMINISTRATOR's  books, records and accounts anytime during

                                       10
<PAGE>
normal business hours at the  ADMINISTRATOR's  premises,  upon ten (10) business
days  written  notice,  and to  make  copies  of  such  records  as it may  deem
necessary.  Except as otherwise  indicated herein, all books,  accounts or other
documents,  with the exception of computer software and software  documentation,
relating  to  the  Contracts,   are  the  joint  property  of  the  COMPANY  and
ADMINISTRATOR. The books and accounts of the COMPANY will be accepted in full as
final evidence for all matters relating to this AGREEMENT.

The  ADMINISTRATOR  will  maintain a separate copy of all  computer-stored  data
relating to the subject matter of this AGREEMENT. Such copy will be available to
the  COMPANY and will be  provided  immediately  to the COMPANY in the event the
COMPANY  terminates  this  AGREEMENT or retains a new  ADMINISTRATOR  to process
claims and/ or run off the business that is the subject of this  AGREEMENT.  The
ADMINISTRATOR may keep all records on a computer disk or similar technology, but
the  records  will  be  capable  of   duplication  to  legible  hard  copy.  The
ADMINISTRATOR  will keep all records  pertaining  to each  Contract for at least
seven (7) years after coverage has expired.

The  provisions of this section will survive  termination  of this AGREEMENT and
will be applicable until all obligations of the parties are finally discharged.

XI. CONFIDENTIALITY. In performing their obligations pursuant to this AGREEMENT,
the parties hereto  acknowledge that they may have access to and receive certain
confidential information relating to the other party, including, but not limited
to,   marketing   philosophy   and   objectives,   competitive   advantages  and
disadvantages,  the types of services provided,  financial  results,  the names,
addresses and account numbers of customers,  agents,  service  providers,  and a
variety of other  information and material.  The  ADMINISTRATOR  and the COMPANY
agree  that the  other  will  consider  all such  confidential  information  and
materials,  which are  disclosed  in  writing  or  otherwise,  confidential  and
proprietary.  Each party further  agrees that:  (a) it will not disclose,  give,
sell or  otherwise  transfer  or make  available,  directly or  indirectly,  any
confidential  information  to any  third  party,  except  as  required  for  the
performance  of its duties  hereunder  or as required by law; (b) to the best of
its ability,  it will limit the  dissemination of the  confidential  information
within  its  own  organization  (including  independent   contractors)  to  such
individuals whose duties justify the need to know such confidential information,
and then only provided that there is a clear  understanding  by such individuals
of their obligation to maintain the  confidential and proprietary  nature of the
information to restrict its use solely to the purposes specified herein; and (c)
to the best of its ability,  it will notify the other party  immediately  of any
loss or misplacement of records or copies of such confidential information.

All rights,  obligations  and duties of the parties with regard to  confidential
information will survive the termination of this AGREEMENT.

                                       11
<PAGE>
All  obligations and duties of each party hereto with respect to data processing
programs, service providers and systems and cardholder information will continue
indefinitely,  but with  respect  to  other  confidential  information,  such as
business plans, methods, and marketing  philosophy,  such obligations and duties
will terminate  after five (5) years following the termination of this AGREEMENT
for any reason.  Such obligations and duties are subject to earlier  termination
in the event that and to the extent that such confidential  information:  (a) is
developed by a party independently, without reference to the other party; (b) is
obtained from a third party authorized to disclose it; (c) becomes a part of the
public domain without the fault of the party;  (d) is released by the disclosing
party to third parties without similar  restrictions;  (e) is released from such
restrictions by the prior written  Agreement of the disclosing  party; or (f) is
required to be disclosed by legal process.  Neither party hereto will acquire by
virtue  of this  AGREEMENT  any  property  of other  right,  claim or  interest,
including  any patent right or copyright  interest,  in any of the  information,
systems, processes, equipment, computer programs, or data of the other party.

XII. INDEMNIFICATION.

     A) The  ADMINISTRATOR  agrees to  indemnify,  defend and hold  harmless the
     COMPANY, its affiliates,  directors,  officers,  agents and employees, from
     and against any and all liabilities,  losses, obligations,  damages, costs,
     actions, suits, claims, demands, settlements,  judgments, penalties, fines,
     including  punitive or exemplary  damages and reasonable  attorney fees, or
     other expenses  arising from: (i) any wrongful,  tortious or negligent act,
     error  or  omission  by  the  ADMINISTRATOR,  its  affiliates,   directors,
     officers,  agents,  representatives or employees; (ii) any inaccuracy in or
     any breach of any  representation,  warranty,  covenant or agreement of the
     ADMINISTRATOR contained in this AGREEMENT or in any AGREEMENT,  instrument,
     document or Contract  delivered in connection  herewith.  The ADMINISTRATOR
     will  furnish  prompt  notice  to the  COMPANY  of any  notice  of  alleged
     violation  from any  regulatory  authority  and to  promptly  take steps to
     correct any existing violation.

     B)  The  COMPANY  agrees  to  indemnify,   defend  and  hold  harmless  the
     ADMINISTRATOR,  its affiliates,  directors, officers, agents and employees,
     from and against any and all  liabilities,  losses,  obligations,  damages,
     costs, actions, suits, claims, demands, settlements,  judgments, penalties,
     fines including punitive or exemplary damages and reasonable attorney fees,
     or other  expenses  arising from:  (i) any wrongful,  tortious or negligent
     act, error or omission by the COMPANY, its affiliates, directors, officers,
     agents,   representatives   or  employees;   (ii)  the  COMPANY's  (or  its
     affiliates,  directors,  officers,  agents or employees)  failure to comply
     with  any  law or  regulation,  regardless  of  whether  such  failure  was
     intentional or unintentional,  or results from mistake,  negligence or lack
     of the COMPANY's knowledge; or (iii) any inaccuracy in or any breach of any

                                       12
<PAGE>
     representation, warranty, covenant or AGREEMENT of the COMPANY contained in
     this  AGREEMENT  or in any  AGREEMENT,  instrument,  document  or  Contract
     delivered in connection herewith. The COMPANY will furnish prompt notice to
     the  ADMINISTRATOR  of any notice of alleged  violation from any regulatory
     authority and to promptly take steps to correct any existing violation. The
     COMPANY will furnish  prompt notice to the  ADMINISTRATOR  of any notice of
     alleged violation from any regulatory  authority and to promptly take steps
     to correct any existing violation.

     C) Any party claiming that it is entitled to indemnification hereunder will
     notify the other party in writing  within thirty (30) days of the assertion
     of any claim or the  discovery of any fact upon which such  claiming  party
     intends  to base its  claim for  indemnification  hereunder,  whichever  is
     later.  Such claiming  party's  failure to so notify the other party in the
     matter prescribed  herein will not,  however,  relieve the other party from
     any liability  under this AGREEMENT  with respect to such claim,  except to
     the extent  such other  party is  actually  prejudiced  thereby.  The party
     claiming  indemnification  will have the right to participate  jointly with
     the indemnifying party in the defense of any claim,  demand,  suit or other
     proceeding in connection with which such claim for indemnification is made,
     and no such  claim,  demand,  suit or other  proceeding  may be  settled or
     otherwise compromised without the consent of both such parties.

XIII. TERM OF AGREEMENT AND TERMINATION.

     A) The term of this  AGREEMENT  will commence on the effective  date hereof
     (as  indicated  supra)  and will  continue  in full  force and effect for a
     period of three years. Unless earlier terminated pursuant to the provisions
     of this Section 13. A, or unless either party gives the other party written
     notice of  non-renewal at least ninety (90) days prior to expiration of the
     initial  term  hereof,   the  term  of  this  AGREEMENT  will  be  extended
     automatically  for an additional  one (1) year after the  expiration of the
     initial  term.  Upon  termination,  hereunder  any  Policies  shall also be
     terminated.

     B) This AGREEMENT may be terminated  immediately upon failure of a party to
     pay any amount due under this AGREEMENT where such failure  continues for a
     period of thirty  (30) days after  receipt of written  notice of the amount
     due by such party.

     C) This AGREEMENT may be terminated immediately should either party fail to
     observe or perform any material  term or condition  of this  AGREEMENT  and
     such  failure  continues  for a period of thirty  (30) days  after  written
     notice of such  failure has been  received by such party.  Either party may
     terminate this AGREEMENT  immediately  if any  representation  of the other
     party contained herein or in any financial data, document or

                                       13
<PAGE>
     AGREEMENT  delivered in connection herewith prove to be false or misleading
     in any material respect.

     D) Either party may terminate this greement immediately upon written notice
     should the other party file a voluntary petition for bankruptcy or commence
     another  proceeding,  or should an  involuntary  petition for bankruptcy or
     other  proceeding be filed or commenced  against the other party and not be
     discharged within thirty (30) days, seeking reorganization, liquidation, or
     other relief with respect to it or its debts, or seeking the appointment of
     a trustee, receiver, liquidator, custodian, conservator or similar official
     for it or any  substantial  part  of its  property,  or  such  other  party
     consents to any such relief or makes a general  assignment  for the benefit
     of creditors or fails generally to pay its debts as they become due.

     E) This AGREEMENT shall terminate  automatically upon the effective date of
     the sale, transfer or merger of the ADMINISTRATOR's business.

     F)  Termination  of this  AGREEMENT  will have no effect on the  continuing
     obligations of the ADMINISTRATOR for the run-off of any authorized programs
     as described herein, unless otherwise required by applicable law.

     G) Upon  termination of this AGREEMENT,  unless  otherwise agreed to by the
     COMPANY.  ADMINISTRATOR  shall account to the COMPANY for all fees or other
     transactions  unaccounted  for  at  the  time  of  termination  or  arising
     thereafter with respect to fees covered by this AGREEMENT.

     H) If this AGREEMENT is terminated and the COMPANY has been paid all monies
     owed pursuant to this AGREEMENT,  all active service contracts shall remain
     the  property  of  ADMINISTRATOR.  If  ADMINISTRATOR  is in  default on the
     payments of monies to the COMPANY under the terms of this AGREEMENT for any
     reason,  any and all active  business that is  underwritten by the COMPANY,
     shall become the property of the COMPANY upon termination of this AGREEMENT
     but only to the extent  necessary  to  reimburse  COMPANY for any sums owed
     from  ADMINISTRATOR,  at which point all remaining active service contracts
     shall remain the property of ADMINISTRATOR.

     I) Notwithstanding  the above, this AGREEMENT can be terminated at any time
     by mutual AGREEMENT of both parties.

XIV. PRIMARY DISPUTE  RESOLUTION.  Except for the right of either party to apply
to a court of competent  jurisdiction for a Temporary Restraining Order or other
provisional  remedy to preserve the status quo or prevent  irreparable harm, the
parties  agree to attempt in good faith to resolve any dispute,  controversy  or

                                       14
<PAGE>
claim arising out of or relating to this AGREEMENT promptly through negotiations
between the appropriate management level of the parties.

XV. ARBITRATION.  If this Primary Dispute Resolution process fails to produce an
adequate  resolution  within thirty (30) days of written notice of such dispute,
controversy  or claim,  any dispute  arising out of or relating to this contract
shall be settled by  arbitration  in  accordance  with the rules of the American
Arbitration Association.  Each party shall select on arbitrator. The arbitrators
named by each party shall select a third  arbitrator.  In the event an AGREEMENT
cannot be reached as to the third arbitrator,  either party may petition a court
of  competent  jurisdiction  to  appoint  a  neutral  arbitrator  as  the  third
arbitrator.  Each party shall be responsible for its own costs and expenses, but
the parties shall share the costs and expenses of the third arbitrator.

XVI. RULES AND REGULATIONS.  ADMINISTRATOR  shall comply and be bound by all the
underwriting guidelines, rules, bulletins, manuals or other written instructions
issued by and  delivered  to  ADMINISTRATOR  by the  COMPANY  now in force or as
amended  or  supplemented,  and  all  applicable  laws  and  regulations  of the
appropriate jurisdictions. The ADMINISTRATOR shall be given 90 days to implement
any  new  amendments  or  supplements  that  are  not the  result  of  laws  and
regulations instituted by the appropriate jurisdictions.

XVII.  EXPENSES.  Each  party to this  AGREEMENT  shall bear and pay any and all
charges and expenses incurred in its own operation,  including,  but not limited
to, the compensation of its agents or general agents or independent sales force,
if any, the compensation of its own employees,  its office  expenses,  including
postage, printing, license fees and travel expenses.

XVIII. CURRENCY. Unless otherwise specified in an Addenda to this AGREEMENT, all
transactions will be reported and paid in U. S. dollars.

XIX.  GOVERNING  LAW. This  AGREEMENT and any and all of its Exhibits,  Addenda,
Amendments  and/ or  Attachments  thereto  will be  governed  by,  read,  and be
construed in accordance with the laws of the State of Illinois.

XX. SEVERABILITY.  If any term or provision of this AGREEMENT will be found by a
court of competent jurisdiction to be illegal or otherwise  unenforceable,  such
term or provision will not invalidate the whole of this  AGREEMENT,  but will be
deemed  modified so as to render  such term or  provision  enforceable,  and the
rights and obligations of the party will be construed and enforced  accordingly,
while preserving to the fullest permissible extent the intent of the parties set
forth herein.

XXI. NON-WAIVER. No delay or failure by either party to exercise any right under
this AGREEMENT and no partial or single or multiple  exercise of any right under
this AGREEMENT will constitute a waiver of that right or any other right.

                                       15
<PAGE>
XXII.  ASSIGNMENTS  AND  TRANSFER.   Except  as  expressly  stated  herein,  the
ADMINISTRATOR will not assign or otherwise transfer this AGREEMENT or any of its
rights or obligations hereunder, or contract with any third party to perform any
of its responsibilities or obligations  relating to this AGREEMENT,  without the
prior written authorization of the COMPANY.

XXIII. ENTIRE UNDERSTANDING. This AGREEMENT (together with the Exhibits, Addenda
and other Attachments  attached hereto) supersedes any other AGREEMENT,  written
or oral,  that  may have  been  entered  into  between  the  parties  (or by any
director,  officer or  representative  of such  party)  relating  to the matters
contemplated  hereby.  This AGREEMENT  (together with the Exhibits,  Addenda and
other Attachments attached hereto) constitutes the entire understanding  between
the parties with respect to the subject matter  hereof.  There are no AGREEMENTS
or  commitments  between the parties with respect to the subject  matter  hereof
except as expressly set forth herein. The terms and conditions of this AGREEMENT
will prevail over any conflicting provisions of the Policies.

XXIV.  ADEQUACY TESTS. From time to time,  COMPANY shall submit to ADMINISTRATOR
COMPANY's  findings with respect to COMPANY'S rating and reserve adequacy tests.
ADMINISTRATOR shall examine the results of the adequacy tests and advise COMPANY
in  writing  of  ADMINISTRATOR's  preferred  action  to  correct  any  projected
shortfalls.  If for  any  reason  the  COMPANY  disagrees  with  ADMINISTRATOR's
preferred  actions,   COMPANY  and  ADMINISTRATOR   shall  cooperate  fully  and
reasonably  to establish a course of action  within twenty (20) working days. It
is understood and agreed that COMPANY is the sole judge as to the method used to
test the  adequacy of the reserves  and or rates.  If COMPANY and  ADMINISTRATOR
cannot agree, COMPANY shall determine the course of action.

XXV.  AMENDMENTS.  This  AGREEMENT  may not be amended,  modified  or  otherwise
altered except as agreed to in writing by the parties hereto.

XXVI. COUNTERPARTS.  This AGREEMENT may be executed in two or more counterparts,
each of which will be deemed an original,  but all of which will  constitute one
and the same AGREEMENT.

XXVII.  HEADINGS.  Headings  and  titles to  articles  and  sections  herein are
inserted for convenience of reference only and are not intended to be part of or
affect the meaning or interpretation of this AGREEMENT.

XXVIII.  NOTICES. Any notice,  request,  consent,  waiver or other communication
required or permitted to be given hereunder will be effective only if in writing
and will be deemed  sufficiently  given only if  delivered  in person or sent by
certified  or  registered  mail,  postage  prepaid,  return  receipt  requested,
addressed as follows:

                                       16
<PAGE>
If to the COMPANY:                      If to the ADMINISTRATOR:

Kemper Cost Management                  Mechanical Breakdown Administrators
4343 Will Rogers Parkway                9419 San Salvador Suite 105
Oklahoma City, OK 73108-1817            Scottsdale, AZ 85261

Attention                               Attention: Mr. Gaylen Brotherson
Mr. Keith Barr & Mr. Ronald Bussey


W/ a copy to:                           W/ a copy to:

Kemper Cost Management                  Mechanical Breakdown Administrators
4343 Will Rogers Parkway                9419 San Salvador Suite 105
Oklahoma City, OK 73108- 1817           Scottsdale, AZ 85261

Attention: General Counsel              Attention: General Counsel

Or to such  other  individual  or  address  as any  party  may from time to time
designate by like notice.

XXIX. ERRORS AND OMISSIONS AND FIDELITY BOND.

     A) ADMINISTRATOR  will provide copies evidencing to COMPANY that it now has
     and will maintain during the term of this AGREEMENT  Insurance coverage for
     Errors and Omissions Liability in an amount of at least $500,000.00 for any
     one event or claim,  and in the aggregate of $500,000.00  with an insurance
     carrier  acceptable  to COMPANY.  COMPANY  will  receive a  Certificate  of
     Insurance in its name  containing  the  following  provision:  COMPANY will
     receive  thirty (30) days  written  notice of any change,  cancellation  or
     termination of the Policies.

     B)  ADMINISTRATOR  will  maintain a Fidelity  Bond in an amount of at least
     $300,000.00,   covering  all  operations,   employees  and   subcontractors
     servicing the business of this AGREEMENT with a deductible  satisfactory to
     COMPANY, naming COMPANY as loss payee.

     C) The failure of the  ADMINISTRATOR to maintain adequate Errors & Omission
     coverage  and  Fidelity  Bond,  as set forth supra  constitutes  a material
     breach of this AGREEMENT.

XXX.  SUBROGATION.  If  ADMINISTRATOR  has rights to recover  all or part of any
payment  COMPANY has made under the Policies,  those rights are  transferred  to

                                       17
<PAGE>
COMPANY.  ADMINISTRATOR  must do nothing after loss to impair them. At COMPANY's
request,  ADMINISTRATOR  will bring suit or transfer those rights to COMPANY and
help COMPANY enforce them.

IN WITNESS WHEREOF,  COMPANY and ADMINISTRATOR  have caused this AGREEMENT to be
executed on the date first written above.


KEMPER COST MANAGEMENT


By: __________________________________

Name: ________________________________

Title: _______________________________


MECHANICAL BREAKDOWN ADMINISTRATORS OF DELAWARE, INC.


By: __________________________________

Name: ________________________________

Title: _______________________________


MECHANICAL BREAKDOWN ADMINISTRATORS, INC.


By: __________________________________

Name: ________________________________

Title: _______________________________

                                       18