Exhibit 10.10

















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                            ASSET PURCHASE AGREEMENT

                                     between


       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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                            ASSET PURCHASE AGREEMENT

         THIS ASSET PURCHASE AGREEMENT (this  "Agreement"),  dated as of May 14,
2002 (the "Signing Date"),  is made by and between  Arrowhead  General Insurance
Agency,  Inc.,  a Minnesota  corporation  ("Purchaser"),  and INSpire  Insurance
Solutions,   Inc.,  a  Texas  corporation,   debtor  and   debtor-in-possession,
("Seller").  Seller and Purchaser are  sometimes  collective  referred to as the
"Parties,"  and  individually  referred  to  as  "Party."  This  Asset  Purchase
Agreement, together with the Exhibits referenced herein and attached hereto, are
collectively referred to as this "Agreement."

                                    RECITALS

         A.  Seller   provides   certain   policy   processing,   servicing  and
administration  services  to  Purchaser  pursuant  to  a  Policy  Administration
Services  Agreement,  dated as of  December 1, 1998,  by and between  Seller and
Purchaser (the "Policy Administration Agreement").

         B.  Purchaser and Seller desire to terminate the Policy  Administration
Agreement and to concurrently enter into various new agreements,  including this
Agreement,  which will collectively  help establish a new business  relationship
between the Parties.

         C. On February 15, 2002,  INSpire filed a voluntary petition for relief
under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in
the United  States  Bankruptcy  Court for the Northern  District of Texas,  Fort
Worth  Division  (the  "Bankruptcy  Court"),  under Case No.  02-41228-DML  (the
"Bankruptcy Case").

         D. Purchaser and Seller further desire that this Agreement,  as well as
 the other  agreements  referenced in it, shall only be effective and binding on
 them  if (1) all of such  agreements  are  approved  by a  final  order  of the
 Bankruptcy  Court  acceptable  in  form  and  substance  to  Customer,  and (2)
 INSpire's  rejection  of  the  Policy  Administration   Agreement,  the  Claims
 Administration  Agreement, and the Claims Management Agreement is approved by a
 final  order  of the  Bankruptcy  Court  acceptable  in form and  substance  to
 Customer.

                             STATEMENT OF AGREEMENT

         NOW,  THEREFORE,  in  consideration  of the  promises  and  the  mutual
agreements,  covenants,   representations  and  warranties  set  forth  in  this
Agreement and for other good, valid and binding  consideration,  the receipt and
sufficiency  of which are hereby  acknowledged,  the  Parties,  intending  to be
legally bound, hereby agree as follows:

                                    ARTICLE I
                     IDENTIFICATION OF ASSETS AND EQUIPMENT

         Section  1.1  Sale  of  Purchased  Assets.  Subject  to the  terms  and
conditions of and in reliance upon the representations and warranties  contained
in this Agreement, at the Closing (described below), Seller will (or Seller will
cause its Affiliates to) sell, transfer and deliver to Purchaser,  and Purchaser
will purchase and receive from Seller, all of the assets which are described and
listed in the appraisal of capital assets which is attached hereto as Schedule 1
(the  "Purchased  Assets"),  free  and  clear  of any  and  all  liens,  claims,
obligations or other encumbrances.

         Section 1.2 Transfer and Assignment of Computer  Software  Programs and
Systems.  Other  than the  software  and  systems  that are the  subject  of the
Software License Agreement between Seller and Purchaser and subject to the terms
and  conditions  of and in  reliance  upon the  representations  and  warranties
contained in this Agreement,  at the Closing,  Seller will (or Seller will cause
its  Affiliates  to) sell,  assign,  transfer  and  deliver  to  Purchaser,  and


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Purchaser  will  purchase  and receive  from  Seller,  all third party  software
licenses  applicable to the computer software programs located on any and all of
the Purchased Assets, free and clear of any and all liens,  claims,  obligations
or other encumbrances.

                                   ARTICLE II
                        PURCHASE PRICE AND RELATED ITEMS

         Section 2.1 Purchase Price. The total  consideration  for the Purchased
Assets is the sum of $230,655 (the "Closing Cash Payment").

                                   ARTICLE III
                                     CLOSING
         Section 3.1 Closing. The consummation of the transactions  contemplated
by this  Agreement  (the  "Closing")  will take  place at the  offices of Seller
located  at 6055 Lusk  Boulevard,  San  Diego,  California,  on the later of the
Signing  Date or the date when this  Agreement is approved by final order of the
Bankruptcy Court as provided for herein (the "Effective  Date"). The Closing may
be postponed  to such other date as the parties may  mutually  agree in writing,
but no later  than five days  after the  Effective  Date.  The date on which the
Closing actually occurs is hereinafter referred to as the "Closing Date."

         Section 3.2 Deliveries by Seller. At the Closing,  Seller will deliver,
or cause to be delivered, to Purchaser the following:

                  (a) a bill  of sale  for  the  Purchased  Assets  in form  and
substance reasonably acceptable to the Parties;

                  (b) such  other  instruments  of  conveyance,  assignment  and
transfer as will be necessary  to vest in Purchaser  good and valid title to the
Purchased  Assets,  free  and  clear  of  all  liens,  claims,  obligations  and
encumbrances;

                  (c) a receipt for the payment of the Closing Cash Payment; and

                  (d) a final  order by the  Bankruptcy  Court,  issued no later
 than 45 days after the Signing Date approving (1) this Agreement, the Sublease,
 the Software  License  Agreement,  the  Professional  Services  Agreement,  the

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 Comprehensive Preferred Escrow Agreement, the Claims Administration  Agreement,
 and the Policy Processing and  Administration  Agreement,  without amendment or
 modification,  unless such amendment or  modification is approved in writing by
 the  Parties,  and  (2)  INSpire's  rejection  of  the  Policy   Administration
 Agreement,   the  Claims  Administration  Services  Agreement  and  the  Claims
 Management Agreement.

         Section 3.3  Deliveries by Purchaser.  At the Closing,  Purchaser  will
deliver to Seller  immediately  available funds by wire transfer to Seller in an
amount of the Closing Cash Payment.

         Section 3.4  Simultaneous  Deliveries.  The delivery of any  documents,
which are required to be delivered  at the Closing  pursuant to this  Agreement,
will be deemed to occur simultaneously. No delivery will be effective until each
Party has received or waived  receipt of all the documents  that this  Agreement
entitles such Party to receive.

                                   ARTICLE IV
                    REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller hereby  represents and warrants to Purchaser that the statements
made in this Article IV are true, correct and complete:

         Section 4.1 Corporate  Status;  Qualification.  Seller is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of Texas.  There is a pending  Bankruptcy  Chapter 11  proceeding  for the
reorganization of Purchaser, which will therefore require that this Agreement be
approved by the Bankruptcy Court.  Seller is duly qualified and in good standing
as a foreign entity under the laws of each jurisdiction  where  qualification is
required,  except where the lack of such qualification would not have a material
adverse effect on the transaction contemplated hereby.

          Section 4.2 Corporate  Power and  Authority.  Seller has the corporate
power and  authority  to execute  and  deliver  this  Agreement,  to perform its
obligations  hereunder and to consummate the transactions  contemplated  hereby.
Except for the consent of the Bankruptcy  Court,  Seller has taken all corporate
action necessary to authorize its execution and delivery of this Agreement,  the
performance  of  its   obligations   hereunder  and  the   consummation  of  the
transactions contemplated hereby.

         Section 4.3  Enforceability.  This Agreement has been duly executed and
delivered by Seller and  constitutes  a legal,  valid and binding  obligation of
Seller  enforceable  against it in accordance  with the terms of this Agreement,
except as the same may be limited by the Bankruptcy Case, applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors'  rights generally and general equitable  principles  regardless of
whether such enforceability is considered in a proceeding at law or in equity.

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                                    ARTICLE V
                   REPRESENTATION AND WARRANTIES OF PURCHASER

          Purchaser  represents and warrants to Seller that the statements  made
in this Article V are true, correct and complete.

          Section 5.1 Corporate Status Qualification. Purchaser is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of  Minnesota.  There  is no  pending  or  threatened  proceeding  for the
dissolution,  liquidation,  insolvency or rehabilitation of Purchaser. Purchaser
is duly  qualified  and in good  standing as a foreign  entity under the laws of
each jurisdiction where qualification is required, except where the lack of such
qualification  would  not have a  material  adverse  effect  on the  transaction
contemplated hereby.

          Section 5.2 Corporate Power and Authority. Purchaser has the corporate
power and  authority  to execute  and  deliver  this  Agreement,  to perform its
obligations  hereunder and to consummate the transactions  contemplated  hereby.
Purchaser  has taken all corporate  action  necessary to authorize its execution
and delivery of this Agreement, the performance of its obligations hereunder and
the consummation of the transactions contemplated hereby.

         Section 5.3  Enforceability.  This Agreement has been duly executed and
delivered by Customer and constitutes a legal,  valid and binding  obligation of
Purchaser enforceable against it in accordance with the terms of this Agreement,
except  as the  same  may  be  limited  by  applicable  bankruptcy,  insolvency,
reorganization,   moratorium  or  similar  laws  affecting  the  enforcement  of
creditors'  rights  generally  and general  equitable  principles  regardless of
whether such enforceability is considered in a proceeding at law or in equity.

                                   ARTICLE VI
                      REMEDIES AND LIMITATION OF LIABILITY

         Section  6.1   Indemnification   of  the   Parties.   Each  Party  (the
"Indemnitor")  will  indemnify,  defend,  and hold harmless the other Party (the
"Indemnitee")  from and against any  arbitration  award,  claim,  cost,  damage,
demand, expense, fine, liability, lawsuit, obligation, payment or penalty of any
kind or nature whatsoever, including any reasonable attorneys' fees and expenses
(a "Claim") incurred by the Indemnitee that arises out of or directly relates to
the Indemnitor's  performance or breach of this Agreement.  Upon an Indemnitee's
request,  the Indemnitor will indemnify the Indemnitee's  directors,  employees,
officers, agents, attorneys, representatives and shareholders to the same extent
as such Indemnitee.  No such person,  however, will be a third party beneficiary
of the indemnification provision set forth in this Agreement. To the extent that
a Indemnitee requests the Indemnitor to indemnify such Party's  representatives,
the Indemnitee will cause its representatives to comply with the indemnification
provisions  and  abide  by the  indemnification  limitations  set  forth in this
Agreement.

         Section   6.2   Limitation   Acknowledgement.   Each  Party   expressly
acknowledges  that the  limitations  set forth in this Article VI represent  the


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express agreement of the Parties with respect to the allocation of risks between
the  Parties and each party  fully  understands  and  irrevocably  accepts  such
limitations.

          Section 6.3 Notice of Claim.  Any award of damages or  indemnification
pursuant to this Agreement is conditioned  upon the Indemnitor  having  received
full and prompt notice in writing of the Claim and the  Indemnitee  allowing the
Indemnitor to fully direct the defense or  settlement  of such Claim;  provided,
however,  that the failure to receive  prompt notice  relieves the Indemnitor of
its  obligations  under  this  Article  only  if the  Indemnitor  is  materially
prejudiced  by the failure to receive such notice.  The  Indemnitor  will not be
responsible for any settlement or compromise made without its consent.

                                   ARTICLE VII
                                  MISCELLANEOUS

         Section  7. 1  Amendment.  No  amendment  of  this  Agreement  will  be
effective unless in writing signed by the Parties.

         Section 7.2 Counterparts.  This Agreement may be executed in any number
of counterparts,  each of which will be deemed to be an original agreement,  but
all of which will constitute one and the same agreement.

         Section 7.3 Entire  Agreement.  This Agreement  constitutes  the entire
agreement  and  understanding  between  the  Parties  and  supersedes  all prior
agreements  and  understandings,  both  written  and oral,  with  respect to the
subject matter of this Agreement.

         Section  7.4  Expenses.  Each  Party  will bear its own  expenses  with
respect to the negotiation and preparation of this Agreement.

         Section 7.5 No Assignment. No Party may assign its benefits or delegate
its duties under this Agreement without the prior consent of the other Party.

         Section 7.6 No Third Party Beneficiaries.  This Agreement is solely for
the benefit of the Parties and no other Person will have any right, interest, or
claim under this Agreement.

         Section 7.7  Notices.  All  claims,  consents,  designations,  notices,
waivers,  and other  communications in connection with this Agreement will be in
writing.  Such  claims,  consents,  designations,  notices,  waivers,  and other
communications  will be considered received (a) on the day of actual transmittal
when transmitted by facsimile with written confirmation of such transmittal, (b)
on the next business day following  actual  transmittal  when  transmitted  by a
nationally  recognized  overnight  courier,  or (c) on the  third  business  day
following  actual  transmittal  when  transmitted  by  certified  mail,  postage
prepaid,  return receipt requested;  in each case when transmitted to a Party at
its address  set forth  below (or to such other  address to which such Party has
notified the other Parties in accordance  with this Section to send such claims,
consents, designations, notices, waivers, and other communications):

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              Seller:                   Attn: Chief Executive Officer
                                        INSpire Insurance Solutions, Inc.
                                        300 Burnett Street
                                        Fort Worth, Texas 76012
                                        Phone: 817-348-3999
                                        Fax: 817-348-3787

              With copy to:             Steven L. Leshin
                                        Jenkens & Gilchrist
                                        1445 Ross Avenue, Suite 3200
                                        Dallas, Texas 75202
                                        Phone: 214-855-4500
                                        Fax: 214-855-4300

              Purchaser:                Attn: Chief Executive Officer
                                        Arrowhead General Insurance Agency, Inc.
                                        402 W. Broadway, Suite 1600
                                        San Diego, California 92101
                                        Phone: 619-744-0600
                                        Fax: 619-744-0793

         Section 7.8 Public Announcement. The Parties will agree on the terms of
any public communications concerning this Agreement.

          Section  7.9  Representation  by  Legal  Counsel.   Each  Party  is  a
sophisticated  entity that was advised by  experienced  legal  counsel and other
advisors in the negotiation and preparation of this Agreement.

          Section 7.10  Severability.  Any provision of this  Agreement  that is
prohibited  or  unenforceable  in  any  jurisdiction  will  not  invalidate  the
remaining  provisions of this Agreement or affect the validity or enforceability
of such provision in any other jurisdiction. In addition, any such prohibited or
unenforceable  provision  will be given  effect to the  extent  possible  in the
jurisdiction where such provision is prohibited or unenforceable.

          Section 7.11 Successors.  This Agreement will be binding upon and will
inure  to the  benefit  of each  Party  and its  heirs,  legal  representatives,
permitted  assigns,  and successors,  provided that this Section will not permit
the assignment or other transfer of this Agreement,  whether by operation of law
or otherwise,  if such  assignment of other transfer is not otherwise  permitted
under this Agreement.

          Section  7.12  Time  of the  Essence.  Time is of the  essence  in the
performance  of this  Agreement  and all dates  and  periods  specified  in this
Agreement.

          Section 7.13 Waiver. No provision of this Agreement will be considered
waived  unless such  waiver is in writing and signed by the Party that  benefits
from the  enforcement  of such  provision.  No waiver of any  provision  in this
Agreement,  however,  will be  deemed a waiver  of a  subsequent  breach of such

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provision  or a waiver  of a similar  provision.  In  addition,  a waiver of any
breach or a failure to enforce any term or condition of this  Agreement will not
in any way affect,  limit, or waive a Party's rights under this Agreement at any
time to enforce strict  compliance  thereafter  with every term and condition of
this Agreement.

          Section 7.14 Force  Majeure.  The Parties will not be liable or deemed
to be in default for any delay or failure in performance under this Agreement or
interruption of Services  resulting,  directly or indirectly,  from acts of God,
civil or military  authority,  labor disputes,  shortages of suitable materials,
labor or  transportation  or any similar cause beyond the reasonable  control of
the Parties.

          Section 7.15 Attorneys' Fees. In the event of any action, arbitration,
claim,  proceeding or suit between the Parties seeking enforcement of any of the
terms and conditions of this  Agreement,  the  prevailing  party in such action,
arbitration,  claim, proceeding or suit will be awarded its reasonable costs and
expenses, including its court costs and reasonable attorneys' fees.

          Section 7.16 Relationship of the Parties.  The Parties are independent
contractors of one another, and there should be no instance in which they should
be construed as partners or joint venturers.

         Section  7.17  Drafting.  Neither  this  Agreement  nor  any  provision
contained in this  Agreement  will be  interpreted in favor of or against either
Party  because such Party or its legal  counsel  drafted this  Agreement or such
provision.  No prior draft of this Agreement or any provision  contained in this
Agreement will be used when interpreting this Agreement or its provisions.

         Section 7.18  Headings.  Article and section  headings are used in this
Agreement only as a matter of convenience  and will not have any effect upon the
construction or interpretation of this Agreement.

                                  ARTICLE VIII
                            BANKRUPTCY COURT APPROVAL

         Section 8.1 Condition of Bankruptcy  Court Approval.  This Agreement is
expressly  conditioned  upon Seller and its  affiliates  obtaining a final order
from the Bankruptcy  Court in the Bankruptcy  Case approving (a) this Agreement,
as well as the Policy Processing and Administration Agreement, the Sublease, the
Claim Administration Agreement, the Software License Agreement, the Professional
Services Agreement and the Comprehensive Preferred Escrow Agreement concurrently
entered into between  Seller  and/or its  affiliates  and  Purchaser  and/or its
affiliates,  all without  amendment or  modification,  unless such  amendment or
modification  is approved in writing by all of the  Parties,  within  forty-five
(45) days after the date this Agreement is entered into; and (b) the termination
of the Policy Administration Agreement, the Claims Administration Agreement, and
the Claims Management  Agreement.  The final order of the Bankruptcy Court shall

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be in a form and  substance  acceptable  to Customer.  This  Agreement  shall be
implemented by the Parties on a date mutually  agreed to by the Parties,  but no
later  than five days  after the  Effective  Date.  If the final  order from the
Bankruptcy  Court is not obtained within the time specified,  this Agreement and
all of its terms and  provisions  are and shall be null and void and of no force
or effect whatsoever.

                           [SIGNATURE PAGE TO FOLLOW]


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


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

                                    By:
                                        ----------------------------------------
                                    Name: Richard Marxen
                                    Title: President & CEO


Purchaser:                          ARROWHEAD GENERAL INSURANCE AGENCY, INC.

                                    By:
                                        ----------------------------------------
                                    Name: Kieran Sweeney
                                    Title: President & CEO






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Schedule 1 - List of Capital Assets to be sold by Seller and Purchased by
Purchaser


Asset Appraisal to be attached.











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