Exhibit 10.3

                FIRST AMENDED AND RESTATED SERVICE ADDENDUM 1.1.1

                     MILLERS IN-HOUSE POLICY PROCESSING - IT

         THIS FIRST AMENDED AND RESTATED  SERVICE  ADDENDUM 1.1.1 (THIS "AMENDED
ADDENDUM"),  AS OF THE EFFECTIVE DATE CITED BELOW, HEREBY AMENDS, SUPERCEDES AND
REPLACES IN ITS  ENTIRETY AND FOR ALL PURPOSES  THAT  CERTAIN  SERVICE  ADDENDUM
1.1.1 DATED OCTOBER 1, 1997, AMONG INSPIRE,  THE MILLERS INSURANCE COMPANY,  AND
THE MILLERS CASUALTY  INSURANCE COMPANY (THE "ORIGINAL  PARTIES").  THIS AMENDED
ADDENDUM IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THAT CERTAIN MASTER
SERVICES  AGREEMENT  DATED  DECEMBER  30,  1999  AND ALL  SUBSEQUENT  AMENDMENTS
THERETO,  AMONG THE  ORIGINAL  PARTIES AND  MILLERS  GENERAL  AGENCY  INC.  (THE
"AGREEMENT").  A PARTY'S EXECUTION OF THIS AMENDED ADDENDUM WILL BE DEEMED TO BE
SUCH PARTY'S (1)  ACKNOWLEDGEMENT AND ACCEPTANCE OF THE TERMS AND CONDITIONS SET
FORTH IN THE AGREEMENT AS AFFECTED  HEREBY AND (2) EXECUTION AND DELIVERY OF THE
AGREEMENT.

1.       Effective Date:  November 1, 2001.

2.       Parties to this Amended Addendum:

         o        INSpire Insurance Solutions, Inc. ("INSpire")
         o        The Millers Insurance Company,  The Millers Casualty Insurance
                  Company,  and  Millers  General  Agency  Inc.   (collectively,
                  "Millers")

3.       Amended Addendum Term:  Effective November 1, 2002, Millers assumed the
         policy  processing  functions  for the SPL book of business  previously
         performed by INSpire. The functions assumed are collectively identified
         as  Premium   Accounting,   Call  Center,   Data  Entry,  Mail,  Policy
         Distribution and Underwriting.

         Effective November 1, 2001 and continuing until March 31, 2003, INSpire
         shall continue to provide the services set forth hereinafter.  However,
         if  Millers  deems  it  necessary,  the term of this  agreement  may be
         extended to a date mutually agreed upon by the parties.

4.       Amended Addendum Services; Lines of Business; Location:

         a.       Amended  Addendum  Services:  During the term of this  Amended
                  Addendum,   INSpire  will   provide  the  Policy   Processing,
                  Operational  Support and Production Support services set forth
                  in this Section 4.a (the "Amended Addendum  Services") for the
                  lines of business specified in Section 4.b below written by or
                  through Millers [hereinafter Millers Specialty Lines ("SPL")].


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                  INSpire  will,  in  accordance  with  guidance  and  direction
                  provided by Millers, provide the Amended Addendum Services and
                  general  management of such Amended Addendum  Services for the
                  subject business as follows:

                  1)       Run daily and month-end cycles.  This includes but is
                           not limited to the  production and storage of images,
                           as well as  having a  programmer  on call in case the
                           cycle abends prior to completion.

                  2)       Printing  of  all  generated  daily  output.   It  is
                           anticipated that since this book of business is being
                           non-renewed,   the  number  of  printed   pages  will
                           decrease  with the passage of time. By way of partial
                           example  only,  the  following  are  estimates of the
                           anticipated rate of decrease in the number of printed
                           pages  from time to time  throughout  the term of the
                           contract (November 2001 through March 2003).

                           Month                              Number of Pages
                           -----                              ---------------
                           November 2001                      3434
                           January 2002                       3108
                           March 2002                         2900
                           June 2002                          1997
                           September 2002                      525
                           December 2002                        33
                           March 2003                            0

                  3)       Maintain  system.   Maintenance  of  system  includes
                           having a programmer n call for each cycle, as well as
                           availability  of programming  resources for necessary
                           remedial  action  should any system  problems  occur,
                           including   but   not   limited   to   "bug   fixes".
                           Specifically,  the  responsibility of the "Production
                           Support"  team  includes  maintaining  the INSide Out
                           ("I-O")   application    programs   for   fixes   and
                           enhancements which include but are not limited to the
                           following:

                           o   Policy Rating
                           o   Policy Printing (PSP)
                           o   Billing (including printing of all related
                               billing forms)
                           o   Claims
                           o   1099 Reporting
                           o   Financial  Reporting  System  (Peril Code System
                               including  Direct,  Assumed, Ceded)
                           o   Interfaces  to Oracle  Financials
                           o   Reports
                           o   NIA  Cover-All  to I-O Interface
                           o   Security   Issues

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                           o   Stat   Reporting   Assistance
                           o   With  Data Center/Operations Support, resolve
                               Production Cycle Problems.

                   4)      Preparation  of 1099's  including  the  creation of a
                           monthly data file, as well as the actual  printing of
                           the  1099's  during  the  month of  January,  and the
                           electronic filing to the IRS by mid-March.

                  5)       Availability of Account  Representative and/or Client
                           Account  Representative  to facilitate any day to day
                           operational issues that may occur.

                  6)       Maintain  sufficient  qualified  personnel  and other
                           resources  necessary  to perform all the above listed
                           services.

         b.       Authorized Lines of Business:
                  ----------------------------
                  o  Automobile in Idaho. New Mexico, and Texas;
                  o  Homeowners in Idaho, New Mexico, and Texas;
                  o  Non-Standard Auto in New Mexico;
                  o  Umbrella in Idaho, New Mexico, and Texas;
                  o  Bonds in Idaho, New Mexico, and Texas; and
                  o  Business Owner Policies for Network Insurance Agents in
                     California.

         c.       Location of  Provision  of  Addendum  Services:  INSpire  will
                  provide the  Addendum  Services at an INSpire  service  center
                  designated by INSpire.

5.       PRICING:

Pricing for the  services  provided by INSpire to Millers set forth in section 4
above, are fixed as follows:

                           Month                     Price

                           November 2001             $7,633 (retroactive)
                           December 2001             $7,633 (retroactive)
                           January 2002              $7,619
                           February 2002             $7,203
                           March 2002                $6,815
                           April 2002                $6,453
                           May 2002                  $6,104
                           June 2002                 $5,771
                           July 2002                 $5,456
                           August 2002               $5,162
                           September 2002            $4,891
                           October 2002              $4,642
                           November 2002             $4,415

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                           December 2002             $4,205
                           January 2003              $2,500
                           February 2003             $2,500
                           March                     $2,500

In the event that INSpire's  services  under this Amended  Addendum are required
beyond  March 2003,  subsequent  pricing  will  continue  at $2500.00  per month
(assuming  no  material  changes  exist) or at a price to be agreed upon by both
parties.

Special Fees:  When  requested and  authorized  by Customer,  processing  system
modifications  will  be  charged  to  Customer  on a time  and  materials  basis
utilizing  the  appropriate  mix of service  personnel  required  to perform the
modifications. Hourly rates for such personnel are $130.00 per hour.

         IN WITNESS WHEREOF, each party to this Amended Addendum has caused this
Amendment to be executed and  delivered by a duly  authorized  officer as of the
Effective Date.

INSpire:                   INSpire Insurance Solutions, Inc.


                           By: /s/ Richard Marxen
                              -----------------------------------------------
                              Richard "Dic" Marxen, Chief Executive Officer


Customer:                  The Millers Insurance Company

                           By: /s/ James G. Drawert
                              -----------------------------------------------
                           Name: James G. Drawert
                                ---------------------------------------------
                           Title: Chairman & CEO
                                 --------------------------------------------


                           The Millers Casualty Insurance Company

                           By:  /s/ James G. Drawert
                              -----------------------------------------------
                           Name: James G. Drawert
                                ---------------------------------------------
                           Title: Chairman & CEO
                                 --------------------------------------------


                           Millers General Agency, Inc.

                           By: /s/ James G. Drawert
                              -----------------------------------------------
                           Name: James G. Drawert
                                ---------------------------------------------
                           Title: Chairman & CEO
                                 --------------------------------------------






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