Exhibit 10.11

















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                    COMPREHENSIVE PREFERRED ESCROW AGREEMENT

                                     between

                      DSI TECHNOLOGY ESCROW SERVICES, INC.

                                       and

       INSPIRE INSURANCE SOLUTIONS, INC., debtor and debtor-in-possession,

                                       and

                    ARROWHEAD GENERAL INSURANCE AGENCY, INC.



                            Dated as of May 14, 2002

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                    COMPREHENSIVE PREFERRED ESCROW AGREEMENT

    THIS   COMPREHENSIVE   PREFERRED  ESCROW  AGREEMENT  (this  "Agreement")  is
effective  May 14, 2002 (the  "Effective  Date"),  among DSI  Technology  Escrow
Services,  Inc. ("DSI"),  INSpire Insurance  Solutions,  Inc.  ("Depositor") and
Arrowhead General  Insurance  Agency,  Inc., Inc. acting on behalf of itself and
its affiliates,  ("Preferred Beneficiary"),  who collectively may be referred to
in this Agreement as the "Parties."

A.  WHEREAS  Depositor  and Preferred  Beneficiary  have entered into a Software
    License  Agreement  dated  May  14,  2002  ("License   Agreement"),   and  a
    Professional  Services  Agreement  dated  May  14,  2002  ("PSA"),   wherein
    Depositor has licensed its software to Preferred  Beneficiary  and Depositor
    will  perform  certain  support  services  on such  Depositor  software  for
    Preferred Beneficiary;

B.  WHEREAS  Depositor  desires to avoid disclosure of its software except under
    certain limited circumstances;

C.  WHEREAS  the  availability  of the  software  of  Depositor  is  critical to
    Preferred  Beneficiary  in the  conduct  of  its  business  and,  therefore,
    Preferred  Beneficiary  needs access to the software  under certain  limited
    circumstances;

D.  WHEREAS  Depositor and Preferred  Beneficiary  desire to establish an escrow
    with DSI to provide for the retention,  administration and controlled access
    of the software of Depositor;

E.  WHEREAS The parties desire this Agreement to be supplementary to the License
    Agreement  and the PSA pursuant to 11 United  States Code,  Section 365 (n);
    and

F.  WHEREAS,  on February 15,  2002,  INSpire  voluntarily  filed a petition for
    relief  under  Chapter  11  of  the  United  States   Bankruptcy  Code  (the
    "Bankruptcy  Code") with the United States Bankruptcy Court for the Northern
    District of Texas,  Fort Worth Division (the "Bankruptcy  Court"),  which is
    administered under Case No. 02-41228-DML (the "Bankruptcy Case").

                                    ARTICLE I
                                    DEPOSITS

    1.1  Obligation to Make Deposit.  Upon the signing of this  Agreement by the
parties,  Depositor shall deliver to DSI the object code and the source code for
the  latest  version  of  Depositor's  software  incorporated  in the System (as
defined  in  and  required  by the  License  Agreement  ) in  use  by  Preferred
Beneficiary ("Deposit Materials") as identified on Exhibit A. Exhibit A is to be
prepared and signed by Depositor  and Preferred  Beneficiary.  DSI shall have no
obligation with respect to the preparation, signing or delivery or Exhibit A.

    1.2  Identification of Tangible Media.  Prior to the delivery of the Deposit
Materials to DSI, Depositor shall  conspicuously  label for identification  each
document,  magnetic  tape,  disk, or other tangible media upon which the Deposit
Materials are written or stored. Additionally, Depositor shall complete Exhibit

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B to this  Agreement  by  listing  each such  tangible  media by the item  label
description, the type of media and the quantity. The Exhibit B must be signed by
Depositor  and  delivered  to DSI with the Deposit  Materials.  Unless and until
Depositor  makes the initial deposit with DSI, DSI shall have no obligation with
respect to this Agreement, except the obligation to notify the parties regarding
the status of the deposit account as required in Section 2.2 below.

    1.3 Deposit  Inspection.  When DSI  receives the Deposit  Materials  and the
Exhibit  B, DSI will  conduct a deposit  inspection  by  visually  matching  the
labeling of the  tangible  media  containing  the Deposit  Materials to the item
descriptions  and  quantity  listed on the  Exhibit B. In  addition  the deposit
inspection,  Preferred  Beneficiary  may  elect to cause a  verification  of the
Deposit Materials in accordance with Section 1.6 below.

    1.4 Acceptance of Deposit. At completion of the deposit  inspection,  if DSI
determines that the labeling of the tangible media matches the item descriptions
and  quantity on Exhibit B, DSI will date and sign the Exhibit B and mail a copy
thereof to Depositor  and  Preferred  Beneficiary.  If DSI  determines  that the
labeling does not match the item  descriptions or quantity on the Exhibit B, DSI
will (a) note the  discrepancies  in writing on the Exhibit B; (b) date and sign
the Exhibit B with the exceptions noted; and (c) mail a copy of the Exhibit B to
Depositor and Preferred Beneficiary. DSI's acceptance of the deposit occurs upon
the  signing  of the  Exhibit  B by DSI.  Delivery  of the  signed  Exhibit B to
Preferred  Beneficiary  is  Preferred  Beneficiary's  notice  that  the  Deposit
Materials have been received and accepted by DSI.

    1.5 Depositor's Representations. Depositor represents as follows:

         (a) Depositor lawfully possesses all of the Deposit Materials deposited
with DSI;

         (b) With respect to all the Deposit Materials,  Depositor has the right
and authority to grant to DSI and Preferred  Beneficiary  the rights as provided
in this Agreement;

         (c)  The  Deposit  Materials  are not  subject  to any  lien  or  other
encumbrance;

         (d) The  Deposit  Materials  consist of the object code and source code
for the latest version of Depositor's  software  incorporated  in the System (as
defined  in  the  License  Agreement)  in  use  by  Preferred  Beneficiary  , as
identified in the License Agreement or Exhibit A, as the case may be; and

         (e) The Deposit  Materials  are readable  and useable in their  current
form, or, if any portion of the Deposit Materials are encrypted,  the decryption
tools and decryption keys have also been deposited.

    1.6  Verification.  DSI shall perform a Level I verification  of the Deposit
Materials  upon  the  initial  deposit  and  for  each  update.  A  verification
determines,   in  different  levels  of  detail,  the  accuracy,   completeness,
sufficiency  and quality of the Deposit  Materials.  A Level I  verification  is
defined as  follows:  DSI will cause a  technically  qualified  DSI  employee to

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evaluate  the  Deposit  Materials  in order to  identify  (a) the  hardware  and
software configurations  reasonably necessary to maintain the Deposit Materials;
(b) the hardware and software configurations reasonably necessary to compile the
Deposit Materials; and (c) the compilation  instructions.  DSI will then prepare
and deliver to Depositor and Preferred  Beneficiary,  within 10 business days, a
report describing the information so identified.  It shall be the responsibility
of the Depositor,  and not DSI, to ensure that the Deposit Materials contain the
information so identified in DSI's report, as well as any other information that
may be required in the License Agreement.

    Preferred  Beneficiary  shall have the  right,  at  Preferred  Beneficiary's
expense,  to cause  higher  levels of  verification  of any  Deposit  Materials.
Preferred Beneficiary shall notify Depositor and DSI of Preferred  Beneficiary's
request for  verification.  Depositor  shall have the right to be present at the
verification. If a verification is elected after the Deposit Materials have been
delivered to DSI, then only DSI, or at DSI's election an  independent  person or
company selected and supervised by DSI, may perform the verification.

    1.7 Deposit Updates.  Notwithstanding  anything to the contrary set forth in
the License Agreement or the PSA,  Depositor,  at its own expense,  shall update
the Deposit Materials within (a) sixty (60) days of the material modification of
the software  incorporated  in the System in use by  Customer;  but in any event
Depositor  shall make one deposit per calendar  quarter  during the term of this
Agreement;  or (b) Depositor's  delivery of each release of a new version of the
software that are subject to the License Agreement. All deposit updates shall be
listed on a new Exhibit B and new Exhibit B shall be signed by  Depositor.  Each
Exhibit B will be held and maintained  separately within the escrow account.  An
independent  record will be created  which will  document  the activity for each
Exhibit B. The  processing of all deposit  updates  shall be in accordance  with
Sections  1.2 and 1.6 above.  All  references  in this  Agreement to the Deposit
Materials shall include the initial Deposit Materials and any updates.

    DSI  shall  notify   Depositor  in  writing   semi-annually  of  Depositor's
obligation  to make  updated  deposits.  Within 30 days of  receipt of each such
notice,  Depositor  shall certify in writing to DSI that it has made the updated
deposits as required in the immediately preceding paragraph.  After the 30 days,
DSI shall  notify  Preferred  Beneficiary  that (a) DSI has  received an updated
deposit from  Depositor,  or (b) no response has been received  from  Depositor.
Unlimited  deposit  updates and two storage  units are  included in the fees for
this Agreement.

    1.8  Removal of Deposit  Materials.  The  Deposit  Materials  may be removed
and/or exchanged only on written  instructions signed by Depositor and Preferred
Beneficiary, or as otherwise provided in this Agreement.

                                   ARTICLE II
                       CONFIDENTIALITY AND RECORD KEEPING

    2.1  Confidentiality.  DSI shall maintain the Deposit Materials in a secure,
environmentally  safe,  locked  facility that is  accessible  only to authorized
representatives  of DSI. DSI shall have the obligation to reasonably protect the
confidentiality of the Deposit Materials.  Except as provided in this Agreement,
DSI shall not disclose,  transfer, make available, or use the Deposit Materials.

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DSI shall not disclose the content of this Agreement to any third party.  If DSI
receives  a  subpoena  or other  order of a court  or  other  judicial  tribunal
pertaining  to the  disclosure  or release of the  Deposit  Materials,  DSI will
immediately  notify the parties to this Agreement  unless  prohibited by law. It
shall  be the  responsibility  of  Depositor  and/or  Preferred  Beneficiary  to
challenge any such order; provided,  however, that DSI does not waive its rights
to present its position with respect to any such order. DSI will not be required
to disobey any court or other judicial  tribunal  order.  (See Section 7.5 below
for notices of requested orders.)

    2.2 Status Reports. DSI will issue to Depositor and Preferred  Beneficiary a
report  profiling the account  history at least  semi-annually.  DSI may provide
copies of the account  history  pertaining to this Agreement upon the request of
any party to this Agreement.

    2.3 Audit Rights. During the term of this Agreement, Depositor and Preferred
Beneficiary  shall  have  the  right  to  inspect  the  written  records  of DSI
pertaining  to this  Agreement.  Any  inspection  shall  be held  during  normal
business hours and following reasonable prior notice.

                                   ARTICLE III
                             GRANT OF RIGHTS TO DSI

    3.1 Title to Media. Depositor hereby transfers to DSI the title to the media
upon which the software and other materials are written or stored.  However this
transfer  does not include the  ownership  of the  software  (including  without
limitations  all  updates,   new  releases,   enhancements,   modifications  and
improvements  thereto) and other materials  contained in the media,  such as any
copyright, trade secret, patent or other intellectual property rights.

    3.2 Right to Make  Copies.  DSI shall  have the right to make  copies of the
Deposit Materials as reasonably  necessary to perform this Agreement.  DSI shall
copy all  copyright,  nondisclosure,  and other  proprietary  notices and titles
contained on the Deposit Materials onto any copies made by DSI. With all Deposit
Materials  submitted to DSI, Depositor shall provide any and all instructions as
may be necessary to duplicate the Deposit Materials including but not limited to
the hardware and/or software needed.

    3.3 Right to Transfer Upon Release. Depositor hereby grants to DSI the right
to transfer the Deposit  Materials to Preferred  Beneficiary upon any release of
the Deposit  Materials  for use by  Preferred  Beneficiary  in  accordance  with
Article IV. Except upon such a Release Event as provided in this Agreement,  DSI
shall not transfer the Deposit Materials.

                                   ARTICLE IV
                               RELEASE OF DEPOSIT

    4.1 Release Event. As used in this Agreement, "Release Event" shall mean one
or more of the following events:

         (a) Depositor's  uncured breach of the License Agreement and/or the PSA
pursuant to the terms set forth in those agreements;

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         (b)  Depositor's   bankruptcy  or  business   failure  other  than  the
Bankruptcy Case or the Bankruptcy Case is converted to a case under Chapter 7 of
the  Bankruptcy  Code,  or in the event  that  Depositor  ceases or is unable or
unwilling to support or maintain the software contained in the Deposit Materials
as required in the License Agreement and/or the PSA; or

         (c) the  expiration  of the PSA on  December  31,  2008,  or an earlier
termination of the PSA, which  termination does not involve an uncured breach on
the part of Preferred Beneficiary.

    4.2 Filing For Release of Deposit by  Preferred  Beneficiary.  If  Preferred
Beneficiary believes in good faith that a Release Event has occurred,  Preferred
Beneficiary will provide DSI and Depositor with written notice of the occurrence
of a Release  Event and will provide a written  notice to DSI for the release of
the Deposit Materials.  Upon receipt of such notice, DSI shall provide a copy of
the notice to Depositor by commercial express mail.

    4.3 Contrary Instructions. From the date DSI mails the notice for release of
the Deposit Materials,  Depositor shall have ten business days to deliver to DSI
contrary   instructions.   "Contrary   Instructions"   shall  mean  the  written
representation  by Depositor  that a Release  Event has not occurred or has been
cured.  Upon  receipt  of  Contrary  Instructions,  DSI  shall  send a  copy  by
commercial  express  overnight  mail to  Preferred  Beneficiary  that there is a
dispute to be resolved pursuant to the dispute  resolution section (Section 7.3)
of this Agreement. Subject to Section 5.2 hereof, DSI will continue to store the
Deposit Materials without release pending (a) joint  instructions from Depositor
and Preferred  Beneficiary;  (b) resolution  pursuant to the dispute  resolution
provisions;  (c) an order of a court;  (d) receipt by DSI of an  Affidavit  from
Preferred Beneficiary  confirming the expiration of the PSA on December 31, 2008
or an earlier  termination  of the PSA for a reason other than an uncured breach
on the part of Preferred Beneficiary; or (e) receipt by DSI of an Affidavit from
Preferred  Beneficiary,  within  fifteen  days  after  DSI  mails  to  Preferred
Beneficiary a copy of the Contrary Instructions received from Depositor, stating
that Depositor  failed to cure a breach of Depositor's  obligations as set forth
in the License Agreement and/or the PSA (the "Affidavit").  Upon receipt of such
Affidavit, DSI shall release the Deposit Materials to the Preferred Beneficiary.
In the event that the  Depositor  believes  that the  Affidavit  from  Preferred
Beneficiary  has  been  improperly  delivered  and/or  the  Deposited  Materials
improperly  released,  Depositor  shall have full  recourse to all the expedited
remedies  provided  for in  Section  7.3 of this  Agreement.  DSI shall  have no
obligation to determine independently whether a Release Event occurred and shall
have no right to refuse to deliver the Deposit Materials, however, DSI shall not
be required to disobey a court order.  DSI shall be required only to verify that
the Affidavit purports to have been executed by the Preferred Beneficiary.

    4.4 Release of Deposit.  If DSI does not receive Contrary  Instructions from
the  Depositor,  DSI is  authorized  to release  the  Deposit  Materials  to the
Preferred  Beneficiary  or, if more than one  beneficiary  is  registered to the
deposit,   to  release  a  copy  of  the  Deposit  Materials  to  the  Preferred
Beneficiary.  However,  DSI is entitled to receive any  reasonable  fees due DSI
before  making the  release.  Any  copying  expense  in excess of three  hundred
dollars ($300.00) will be chargeable to Preferred Beneficiary.

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    4.5 Right to Use Following Release. Unless otherwise provided in the License
Agreement, upon release of the Deposit Materials in accordance with this Article
IV,  Preferred  Beneficiary  shall have the right to (a) install and operate the
object code version of Depositor's  software  incorporated  in the System at any
location for the sole purpose of continuing  the benefits  afforded to Preferred
Beneficiary  by the License  Agreement;  and (b) install and use the source code
version of Depositor's  software  incorporated in the System at any location for
the sole purpose of continuing the benefits afforded to Preferred Beneficiary by
the License  Agreement.  Subject to the express  license granted in this Section
4.5 of this Agreement and the License  Agreement,  Depositor  retains all right,
title  and  interest  in and  to its  proprietary  software,  including  without
limitation,   all  updates,  new  releases,   enhancements,   modifications  and
improvements thereto,  whether made by Depositor or Customer, and all copyright,
trade secret,  patent or other intellectual  property rights therein.  Preferred
Beneficiary shall be obligated to maintain the  confidentiality  of the released
Deposit Materials.

                                    ARTICLE V
                              TERM AND TERMINATION

    5.1 Term of Agreement. The initial term of this Agreement is for a period of
one year. Thereafter, this Agreement shall automatically renew from year to year
unless sooner terminated upon: (a) Depositor and Preferred  Beneficiary's  joint
written  instruction to DSI that the License  Agreement and/ or the PSA has been
terminated;  or (b)  termination  of this  Agreement  by DSI for  nonpayment  in
accordance  with  Section 5.2. If the Deposit  Materials  are subject to another
escrow  agreement  with DSI, DSI reserves the right,  after the initial one year
term,  to  adjust  the  anniversary  date of this  Agreement  to match  the then
prevailing anniversary date of such other escrow arrangements.

    5.2 Termination for Nonpayment.  In the event of the nonpayment of fees owed
to DSI, DSI shall provide  written  notice of delinquency to all parties to this
Agreement.  Any party to this Agreement shall have the right to make the payment
to DSI to cure the  default.  If the past due payment is not received in full by
DSI within thirty (30) days of the date of such notice of delinquency,  then DSI
shall have the right to  terminate  this  Agreement  at any time  thereafter  by
sending  written  notice  of  termination  to all  parties.  DSI  shall  have no
obligation to take any action under this Agreement so long as any payment due to
DSI remains unpaid.

    5.3 Disposition of Deposit Materials Upon  Termination.  Upon termination of
this  Agreement,  DSI shall destroy,  return,  or otherwise  deliver the Deposit
Materials  in  accordance  with  Depositor's  instructions.   If  there  are  no
instructions,  DSI may, at its sole discretion, destroy the Deposit Materials or
return them to Depositor.  DSI shall have no obligation to return or destroy the
Deposit  Materials  if the  Deposit  Materials  are  subject to  another  escrow
agreement with DSI.

    5.4  Survival  of Terms  Following  Termination.  Upon  termination  of this
Agreement, the following provisions of this Agreement shall survive:

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                  (a) Depositor's Representations (Section 1.5);

                  (b) The  obligations  of  confidentiality  with respect to the
         Deposit Materials;

                  (c) The  rights  granted  in the  sections  entitled  Right to
         Transfer Upon Release (Section 3.3) and Right to Use Following  Release
         (Section 4.5), if a release of the Deposit Materials has occurred prior
         to termination;

                  (d) The  obligation  of Preferred  Beneficiary  to pay DSI any
         reasonable fees and expenses due and related to this Agreement;

                  (e) The provisions of Article 7; and

                  (f) Any provisions in this Agreement which  specifically state
         they survive the termination or expiration of this Agreement.

                  (g) The automatic stay under the  Bankruptcy  Code will not in
         any way  limit or  restrict  Customer  from  exercising  its  rights or
         remedies upon expiration or termination of this Agreement.

                                   ARTICLE VI
                                   DSI'S FEES

    6.1 Fee Schedule.  DSI is entitled to be paid its standard fees and expenses
applicable  to the  services  provided.  The  parties  agree that the  Preferred
Beneficiary shall be solely responsible for any and all reasonable DSI fees (not
including  any amount paid to DSI pursuant to Section 7.2 below)  incurred  with
respect to this Agreement.  DSI shall notify the Preferred  Beneficiary at least
60 days  prior to an  increase  in fees.  For any  service  not  listed on DSI's
standard fee schedule,  DSI will provide a quote prior to rendering the service,
if requested.

    6.2 Payment  Terms.  DSI shall not be required to perform any service unless
the payment for such service and any  outstanding  balances owed to DSI are paid
in full.  Fees are due upon  receipt  of a signed  contract  or  receipt  of the
Deposit Materials whichever is earliest.  If invoiced fees are not paid, DSI may
terminate this Agreement in accordance with Section 5.2.

                                   ARTICLE VII
                             LIABILITY AND DISPUTES

    7.1  Right  to  Rely  on  Instructions.  DSI  may  act  in  reliance  on the
instructions  of a  Party  only  if  such  instructions  are  from a  Designated
Representative of a party. The Designated  Representatives  of Depositor are the
Chief  Executive  Officer  and  the  Chief  Technical  Officer.  The  Designated
Representatives of Preferred  Beneficiary are the Chief Executive Officer or the
Chief Information Officer. A party may change their Designated Representative or
any of them by  delivering  to DSI and the other party  hereto a written  notice
signed by one the then Designated  Representatives.  No other agent or employee,
other  that a  Designated  Representative,  shall have the power to bind a party
hereto.

    7.2  Indemnification.  DSI shall be responsible  to perform its  obligations
under this  Agreement and to act in a reasonable  and prudent manner with regard
to this escrow  arrangement.  Provided DSI has acted in the manner stated in the
preceding sentence, Depositor and Preferred Beneficiary each agree to indemnify,
defend  and  hold  harmless  DSI  from  any and all  claims,  actions,  damages,
arbitration  fees and expenses,  costs,  attorneys'  fees and other  liabilities

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("Liabilities")  incurred by DSI relating in any way to this escrow  arrangement
unless  such  Liabilities  were  caused  solely  by the  negligence  or  willful
misconduct of DSI.

    7.3  Dispute  Resolution.  Except as may be  otherwise  required by the U.S.
Bankruptcy  Code or any order of a court in which a  proceeding  under that Code
respecting any of the parties is pending, any dispute relating solely to whether
a Release Event has occurred  shall be resolved by Expedited  Arbitration  under
the Commercial Rules of the American Arbitration Association.  Three Arbitrators
shall be selected. The Depositor and Preferred Beneficiary shall each select one
arbitrator and the two chosen arbitrators shall select the third arbitrator,  or
failing  agreement  on the  selection  of the  third  arbitrator,  The  American
Arbitration Association shall select the third arbitrator.  However, if DSI is a
party to the arbitration, DSI shall select the third arbitrator. For purposes of
this section 7.3,  "Expedited  Arbitration"  shall mean the parties agree to use
commercially  reasonable efforts to conduct arbitration within fifteen (15) days
of selection of  arbitrators  pursuant to this  section.  Arbitration  will take
place at a  neutral  location  outside  the  States of  California  and Texas as
mutually agreed upon by the Depositor and Preferred Beneficiary.  In the event a
neutral location cannot be agreed by the Depositor and the Preferred Beneficiary
within thirty (30) days, the  arbitration  will take place in  Albuquerque,  New
Mexico. Any court having  jurisdiction over the matter may enter judgment on the
award of the  arbitrator(s).  Service of a petition to conform  the  arbitration
award may be made by First  Class mail or by  commercial  express  mail,  to the
attorney  for the  party or, if  unrepresented,  to the party at the last  known
business address.

    7.4  Controlling  Law.  This  Agreement is to be governed  and  construed in
accordance  with  the laws of the  State  of  Delaware,  without  regard  to its
conflict of law provisions.

    7.5 Notice of Requested  Order. If any party intends to obtain an order from
the  arbitrator or any court of competent  jurisdiction  which may direct DSI to
take, or refrain from taking any action, that party shall:

        (a) Give DSI at least two  business  days' prior  notice of the hearing;
    and

        (b) Ensure that DSI not be required to deliver the  original (as opposed
    to a copy) of the Deposit  Materials  if DSI may need to retain the original
    in its possession to fulfill any of its other duties.

                                  ARTICLE VIII
                               GENERAL PROVISIONS

    8.1 Entire Agreement. This Agreement,  which includes the Exhibits described
herein,  embodies the entire understanding among the parties with respect to its
subject matter and supersedes all previous  communications,  representations  or
understandings,  either  oral  or  written.  DSI is not a party  to the  License
Agreement and the PSA between  Depositor and  Preferred  Beneficiary  and has no
knowledge of any of the terms or  provisions  of any such License  Agreement and
the PSA. DSI's only obligations to Depositor or Preferred Beneficiary are as set
forth in this Agreement. No amendment or modification of this Agreement shall be

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valid or binding unless signed by all the parties hereto,  except that Exhibit A
need not be signed by DSI, Exhibit B need not be signed by Preferred Beneficiary
and Exhibit C need not by signed.

    8.2 Notices. All notices, invoices,  payments,  deposits and other documents
and communications  shall be given to the parties at the addresses  specified in
the attached Exhibit C. It shall be the  responsibility of the parties to notify
each other as provided in this Section in the event of a change of address.  The
parties  shall  have the right to rely on the last  known  address  of the other
parties.  Unless  otherwise  provided  in  this  Agreement,  all  documents  and
communications  may be delivered by First Class mail.  Any  correctly  addressed
notice  that  is  refused,  unclaimed,  or  undeliverable  because  of an act or
omission of the party to be notified  shall be deemed  effective as of the first
date that said notice was refused,  unclaimed,  or deemed  undeliverable  by the
postal authorities, messenger, or overnight delivery service.

    8.3  Severability.  In the event any provision of this Agreement is found to
be  invalid,  voidable  or  unenforceable,  the  parties  agree  that  unless it
materially  affects  the entire  intent  and  purpose  of this  Agreement,  such
invalidity, voidability or unenforceability shall affect neither the validity of
this  Agreement  nor the  remaining  provisions  herein,  and the  provisions in
question shall be deemed to be replaced with a valid and  enforceable  provision
most closely reflecting the intent and purpose of the original provision.

    8.4 Successors.  This Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns of the parties. However, DSI shall have no
obligation in performing  this Agreement to recognize any successor or assign of
Depositor or Preferred Beneficiary unless DSI receives clear,  authoritative and
conclusive written evidence of the change of parties.

    8.5  Regulations.  Depositor is responsible for and warrant  compliance with
all  applicable  laws,  rules,  and  regulations,  including  but not limited to
customs laws, import,  export, and re-export laws and government  regulations of
any  country  from  or to  which  the  Deposit  Materials  may be  delivered  in
accordance with the provisions of this Agreement.

    8.6 Counterparts.  This Agreement may be executed in multiple  counterparts,
each of which shall be deemed to be an original, and all such counterparts shall
constitute but one instrument.




                           [SIGNATURE PAGE TO FOLLOW]


                                       10
<PAGE>



    IN WITNESS  WHEREOF,  the Parties have caused this  Agreement to be executed
and delivered by a duly authorized officer as of the Signing Date.


INSPIRE INSURANCE SOLUTIONS, INC.,
Debtor and debtor-in-possession         ARROWHEAD GENERAL INSURANCE AGENCY, INC.
(Depositor)                             (Preferred Beneficiary)

By:________________________             By:___________________________
   Richard Marxen                          Kieran A. Sweeney
   President & CEO                         President & CEO




DSI TECHNOLOGY ESCROW SERVICES, INC.

By:________________________________

Name:______________________________
             (Printed)
Title:_______________________________







                                       11
<PAGE>


                                                                      EXHIBIT A


                            MATERIALS TO BE DEPOSITED

                                 Account Number


Depositor  represents to Preferred  Beneficiary that Deposit Materials delivered
to DSI shall consist of the current  object code and source code versions of the
following software components:

o    The most  recent  version of the  Windows  into  Property & Casualty  (WPC)
     System  currently  being used at the INSpire West facility in San Diego, CA
     ("INSpire  West") to process  Customer's  personal  automobile,  commercial
     general  liability and commercial  automobile and commercial  inland marine
     policies and claims.  If it is not  currently  being used at INSpire  West,
     then the most recent version.

o    Base Visual Rater (VR) System  currently  being used at INSpire West. If it
     is not currently being used at INSpire West, then the most recent version.

o    Base Underwriting Expert System (UES) currently being used at INSpire West.
     If it is not  currently  being used at INSpire  West,  then the most recent
     version.

o    Base Policy Set Production  (PSP)  currently being used at INSpire West. If
     it is not  currently  being  used at  INSpire  West,  then the most  recent
     version.

o    Base Ordering and Receiving  System (OARS)  currently being used at INSpire
     West.  If it is not  currently  being used at INSpire  West,  then the most
     recent version.

o    Base  eINSpire  System  currently  being used at INSpire West. If it is not
     currently being used at INSpire West, then the most recent version.

o    Base I/O Imaging System  currently being used at INSpire West. If it is not
     currently being used at INSpire West, then the most recent version.

o    Base EmPOWER for WPC System  currently being used at INSpire West. If it is
     not currently being used at INSpire West, then the most recent version.

o    Workflow  Manager  currently  being  used  at  INSpire  West.  If it is not
     currently being used at INSpire West, then the most recent version.

o    Service  Manager  currently  being  used  at  INSpire  West.  If it is  not
     currently being used at INSpire West, then the most recent version.

                                       12
<PAGE>

o    Carrier Agency  Reconciliation System (CARS) for WPC System currently being
     used at INSpire West.  If it is not  currently  being used at INSpire West,
     then the most recent version.

o    APPS for WPC System  currently  being used at  INSpire  West.  If it is not
     currently being used at INSpire West, then the most recent version.

o    MAS 90 for WPC System  currently  being used at INSpire  West. If it is not
     currently being used at INSpire West, then the most recent version.

o    Visual Rater  currently  being used at INSpire West. If it is not currently
     being used at INSpire West, then the most recent version.

o    Transfluent  currently  being used at INSpire  West. If it is not currently
     being used at INSpire West, then the most recent version.

o    All programs relating to ISO reporting.

o    The "old" policy  administration  system  (referred to as "legacy  system")
     which includes; Cash Machine, Arrowbind,  Homebase,  Arrowstat,  Electronic
     Funds Transfer/Credit Card software and Internet Policy Inquiry (IPI).



INSPIRE INSURANCE SOLUTIONS, INC.,
Debtor and debtor-in-possession         ARROWHEAD GENERAL INSURANCE AGENCY, INC.
(Depositor)                             (Preferred Beneficiary)

By:________________________             By:___________________________
   Richard Marxen                          Kieran A. Sweeney
   President & CEO                         President & CEO




                                       13
<PAGE>


                                                                       EXHIBIT B

                        DESCRIPTION OF DEPOSIT MATERIALS

Depositor Company Name:    INSpire Insurance Solutions, Inc.

Account Number    _____________________

Product Name      Version  ______________________
(Product Name will appear as Exhibit B Name on Account History report)

DEPOSIT MATERIAL DESCRIPTION:
Quantity Media Type & Size Label Description of Each Separate Item

                  Disk 3.5" or ____
                  DAT tape ____mm
                  CD-ROM
                  Data cartridge tape ____
                  TK 70 or ____ tape
                  Magnetic tape ____
                  Documentation
                  Other ______________________

PRODUCT DESCRIPTION:
Environment       _____________________________

DEPOSIT MATERIAL INFORMATION:
Is the media or are any of the files encrypted?  Yes/No   If yes, please include
any    passwords    and    the     decryption     tools.
Encryption tool name____________________________________   Version
Hardware  required
Software required
Other required information_____________________________________________________

I certify for Depositor that the                  DSI has inspected and accepted
above described Deposit Materials                 the above materials (any
have been transmitted to DSI:                     exceptions are noted above):

Signature:                                        Signature:
          ----------------------                            --------------------
Print Name:                                       Print Name:
           ---------------------                             -------------------
Date:                                             Date Accepted:
     ---------------------------                                ----------------
                                                  Exhibit B:
                                                            --------------------

                                       14
<PAGE>



                                                                      EXHIBIT C
<TABLE>
<CAPTION>

                               DESIGNATED CONTACT


Account Number:
               -----------------------------------------------------------------

----------------------------------------------- --------------------------------------------------------------------------
<S>                                             <C>

Depositor's Information:                        Notices, deposit material returns and communications
                                                to Depositor should be addressed to:
----------------------------------------------- --------------------------------------------------------------------------
Company Name:                                   INSpire Insurance Solutions, Inc.
----------------------------------------------- --------------------------------------------------------------------------
Address:                                        300 Burnett Street
----------------------------------------------- --------------------------------------------------------------------------
                                                Fort Worth, TX 76102
----------------------------------------------- --------------------------------------------------------------------------

----------------------------------------------- --------------------------------------------------------------------------
         Contact Name(s):                       Alan Schmitz and/or Keith Bell
----------------------------------------------- --------------------------------------------------------------------------
         Contact Phone #:                       817.348.3248 and/or 817.348.3234
----------------------------------------------- --------------------------------------------------------------------------
         Contact Fax #:                         817.348.3764
----------------------------------------------- --------------------------------------------------------------------------
         Contact E-Mail Address:                Aschmitz@nspr.com and/or Kbell@nspr.com
----------------------------------------------- --------------------------------------------------------------------------
Invoices to Depositor should be addressed to:
----------------------------------------------- --------------------------------------------------------------------------
Company Name:                                                                     N / A
----------------------------------------------- --------------------------------------------------------------------------
Address:                                                                          N / A
----------------------------------------------- --------------------------------------------------------------------------
                                                                                  N / A
----------------------------------------------- --------------------------------------------------------------------------
         Contact Name:                                                            N / A
----------------------------------------------- --------------------------------------------------------------------------
         Contact Phone #:                                                         N / A
----------------------------------------------- --------------------------------------------------------------------------
         P.O.# (if required):                                                     N / A

----------------------------------------------- --------------------------------------------------------------------------
Beneficiary's Information:                      Notices and communications to Preferred Beneficiary should be addressed
                                                to:
----------------------------------------------- --------------------------------------------------------------------------
Company Name:                                   Arrowhead General Insurance Agency, Inc.
----------------------------------------------- --------------------------------------------------------------------------
Address:                                        402 W. Broadway, Suite 1600
----------------------------------------------- --------------------------------------------------------------------------
                                                San Diego, CA 92101
----------------------------------------------- --------------------------------------------------------------------------

----------------------------------------------- --------------------------------------------------------------------------
         Contact Name(s):                       Robert K. Schraner, General Counsel
----------------------------------------------- --------------------------------------------------------------------------
         Contact Phone #:                       (619) 744-0698
----------------------------------------------- --------------------------------------------------------------------------
         Contact Fax #:                         (619) 744-0791
----------------------------------------------- --------------------------------------------------------------------------
         Contact E-Mail Address:                Bschraner@Arrowheadgrp.com
----------------------------------------------- --------------------------------------------------------------------------
</TABLE>





                                       15
<PAGE>

                                                                       EXHIBIT C
                               DESIGNATED CONTACT


Account Number:
               -----------------------------------------------------------------

Requests  from  Depositor  or  Preferred  Beneficiary  to change the  designated
contact  should be given in writing by the  designated  contact or an authorized
employee of Depositor or Preferred Beneficiary.
<TABLE>
<CAPTION>

----------------------------------------------- --------------------------------------------------------------------------
<S>                                             <C>

DSI's Information:                              Contracts, Deposit Materials and notices should be addressed to:
----------------------------------------------- --------------------------------------------------------------------------
Company Name:                                   DSI Technology Escrow Services, Inc.
----------------------------------------------- --------------------------------------------------------------------------
Attn:                                           Contract Administration
----------------------------------------------- --------------------------------------------------------------------------
Address:                                        9265 Sky Park Court, Suite 202
----------------------------------------------- --------------------------------------------------------------------------
                                                San Diego, CA 92123
----------------------------------------------- --------------------------------------------------------------------------
         Phone #:                               858.499.1600
----------------------------------------------- --------------------------------------------------------------------------
         Fax #:                                 858.694.1919
----------------------------------------------- --------------------------------------------------------------------------
         Contact E-Mail Address:                ca@dsiescrow.com
----------------------------------------------- --------------------------------------------------------------------------
                                                Invoice inquiries and fee
                                                remittances should be addressed to:
----------------------------------------------- --------------------------------------------------------------------------
Company Name:                                   DSI Technology Escrow Services, Inc.
----------------------------------------------- --------------------------------------------------------------------------
Attn:                                           Account Receivables
----------------------------------------------- --------------------------------------------------------------------------
Address:                                        PO BOX 45156
----------------------------------------------- --------------------------------------------------------------------------
                                                San Francisco, CA  94145-0156
----------------------------------------------- --------------------------------------------------------------------------
         Phone #:                               858.499.1636
----------------------------------------------- --------------------------------------------------------------------------
         Contact Phone#:                        858.499.1937
----------------------------------------------- --------------------------------------------------------------------------
Sales Representative:                           Debbie Cherniak
----------------------------------------------- --------------------------------------------------------------------------
         Representative's Phone #:              972.373.8844
----------------------------------------------- --------------------------------------------------------------------------
         Representative's E-Mail:               Dcherniak@dsiescrow.com
----------------------------------------------- --------------------------------------------------------------------------

</TABLE>




                                       16