Exhibit 10.5









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             CLAIMS MANAGEMENT SYSTEM AND SUPPORT SERVICES AGREEMENT

                  AND FIRST AMENDMENT TO CLAIMS ADMINISTRATION
                               SERVICES AGREEMENT

                                  by and among

                        INSPIRE CLAIMS MANAGEMENT, INC.,

                        INSPIRE INSURANCE SOLUTIONS, INC.

                                       and

                        ARROWHEAD CLAIMS MANAGEMENT, INC.



                           Dated as of January _, 2002

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                 This Agreement is subject to arbitration under
                    the rules and regulations of the American
                       Arbitration Association as provided
                              in Article X hereof.


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                          CLAIMS MANAGEMENT SYSTEM AND
                           SUPPORT SERVICES AGREEMENT
                          AND FIRST AMENDMENT TO CLAIMS
                        ADMINISTRATION SERVICES AGREEMENT

         THIS CLAIMS MANAGEMENT SYSTEM AND SUPPORT SERVICES  AGREEMENT and FIRST
AMENDMENT TO CLAIMS ADMINISTRATION  SERVICES AGREEMENT,  dated as of January __,
2002 (the "Signing Date"),  is by and among INSpire Claims  Management,  Inc., a
Delaware corporation  ("INSpire Claims"),  INSpire Insurance Solutions,  Inc., a
Texas corporation ("INSpire Insurance"), and Arrowhead Claims Management, Inc. a
California corporation ("Customer" or "ACM"). INSpire Insurance and Customer are
sometimes  collectively  referred to as the "Parties," and individually referred
to as a "Party." This Claims  Management  System and Support Services  Agreement
and First Amendment to Claims Administration  Services Agreement,  together with
the Schedules referenced herein are referred to as this "Agreement."

                                    RECITALS

         A. INSpire Claims  currently  provides  certain  claims  administration
services to Customer  pursuant to that certain  Claims  Administration  Services
Agreement,  dated as of  December  1, 1998 by and  between  INSpire  Claims  and
Arrowhead  General  Insurance  Agency,  Inc.  ("AGIA"),  which was  assigned  to
Customer  (the  "Claims  Administration  Agreement").  Pursuant  to  the  Claims
Administration Agreement, INSpire Claims provides claims administration services
to Customer for personal automobile,  commercial automobile,  homeowners, mobile
home,  motorcycle,  personal  watercraft and business owners' protection ("BOP")
claims.

         B.   INSpire   Claims   and   Customer   desire  to  amend  the  Claims
 Administration  Agreement to remove the personal auto claims servicing business
 from the Claims Administration  Agreement,  subject to the terms and conditions
 set forth in this Agreement.

                             STATEMENT OF AGREEMENT

         NOW,  THEREFORE,  in  consideration  of the  premises  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
                               FRAMEWORK; PURPOSE

         Section 1.1 Purpose; Amendment. The purpose of this Agreement is to set
forth the  terms and  conditions  by which  INSpire  Claims  will  transfer  the
personal  auto  claims  files  back to the  Customer  and  under  which  INSpire
Insurance  will provide  certain  services  for  Customer.  INSpire  Claims will
transfer to Customer  and Customer  will assume all of the  personal  auto claim

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files  currently  handled by  INSpire  Claims  under the  Claims  Administration
Agreement,  effective  January 14,  2002,  and will  process  current and future
personal  auto  claims.  This  Agreement  shall amend the Claims  Administration
Agreement only with respect to personal auto claims processing business pursuant
to the terms and conditions of this  Agreement.  This  Agreement  supercedes and
wholly replaces all terms, covenants and provisions of the Claims Administration
Agreement with respect to personal auto claims  processing  business.  Except as
expressly amended herein, for commercial  automobile,  homeowners,  mobile home,
motorcycle,  personal watercraft and BOP claims processing, all terms, covenants
and  provisions of the Claims  Administration  Agreement are and shall remain in
full force and effect.

         Section 1.2 Waiver  Regarding  Employees.  INSpire Claims hereby waives
the  restriction  in Section 5.3 of the Claims  Administration  Agreement  which
prohibits Customer from hiring INSpire Claims employees.

         Section 1.3       Mutual Release.

                  (a) Mutual  Release.  Solely with respect to the waived claims
described in Section 9.1(b) below,  and  specifically  excluding any obligations
created under this  Agreement,  each Party and INSpire Claims hereby  presently,
generally,  fully,  finally  and  forever,  irrevocably  releases,  acquits  and
discharges  the other Party and INSpire  Claims,  and their past,  present,  and
future officers, directors, agents, servants, employees, shareholders, partners,
joint venturers, attorneys and all other persons associated with the other Party
and INSpire  Claims,  from any and all claims,  liabilities,  demands,  actions,
causes of action and/or  lawsuits,  of whatsoever kind and character,  known and
unknown,  specifically  including  claims for attorneys'  fees, that have or may
have arisen or accrued on or before January 14, 2002 relating to or arising from
such waived claims.

                  (b)  Notwithstanding  the foregoing,  nothing contained herein
shall give rise to liability on the part of INSpire Insurance, INSpire Claims or
Customer,  or shall  release,  waive or impair any  release  afforded to INSpire
Insurance,  INSpire Claims or Customer or resurrect any claim settled by INSpire
Insurance,  INSpire  Claims  or  Customer,  arising  out of  Clarendon  National
Insurance Company v. Nora Sauceda, Louis Sauceda, David Garcia, Arrowhead Claims
Management,  Inc.,  et. al or any  claims  that were  alleged or could have been
alleged  against  INSpire  Insurance,  INSpire Claims or Customer based upon any
facts pertaining to the handling of any claim involved in such matter.

                                   ARTICLE II
                              SERVICES; TERM; FEES

         Section 2.1 Services. During the Term (as defined below), Customer will
engage  INSpire  Insurance  to  exclusively  provide the  services  set forth on
Schedule  2.1 (the  "Services")  for  Customer's  existing  personal  automobile
business;  provided  however,  that  Customer  may elect to  obtain  the same or
similar  services  from a provider  other  than  INSpire  Insurance,  so long as
Customer  pays the  Service  Fee (as  defined  in  Section  2.4(b))  to  INSpire
Insurance  for the Term of the  Agreement.  INSpire  Insurance  will provide the
Services  to  Customer,  each upon the terms  and  conditions  set forth in this
Agreement.  If the San Diego  facility,  described on Schedule 2.6, is no longer

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available to Customer due to an expiration or termination of the master lease or
the  sublease  for that  property,  INSpire  Insurance  will bear the expense of
continuing to provide the Services to Customer at a new location,  including but
not limited to,  installation of telephone  lines,  computer lines,  systems and
work space.

         Section 2.2 Exclusivity of Services. During the Term, INSpire Insurance
will be the  sole  and  exclusive  provider  to  Customer  of the  Services  for
Customer's  existing  personal  automobile  business,  except  with  respect  to
workspace as described on Schedule 2.1 and the facilities  described on Schedule
2.6. Customer  acknowledges that during the Term (i) INSpire Insurance will have
the  exclusive  right to provide the Services to  Customer's  existing  personal
automobile business, (ii) except as is allowed in Section 2.1, Customer will not
use or engage any other person or entity to render the  Services for  Customer's
existing personal  automobile  business and (iii) INSpire Insurance will have no
restrictions  on its right to market to, and perform  services for, the property
and  casualty  insurance  industry  which are similar to the  Services  provided
pursuant to this Agreement. If, in the sole and absolute discretion of Customer,
INSpire  Insurance is meeting the Services  Levels and providing the Services in
an  acceptable  manner to Customer,  then INSpire  Insurance  (a) shall  receive
notice from Customer of the  opportunity  of future  business and (b) shall have
the  opportunity  to provide a bid to Customer to provide the  Services  for the
future  business,  acceptance  or rejection of which is in the sole and absolute
discretion of Customer.

          Section 2.3 Term. The term during which INSpire Insurance will provide
the Services to Customer will commence on January 14, 2002 (the "Transfer Date")
and will expire on November 30, 2008 (the "Expiration  Date") unless extended or
terminated pursuant to the terms of this Agreement (the "Term").

          Section 2.4      Service Fees and Related Expense.

                  (a)      Transfer Fee.  Customer will pay to INSpire Insurance
a fee equal to $75,000 (the  "Transfer  Fee") due on the date of the transfer of
the claims files.

                  (b) Service Fee.  INSpire  Insurance  will provide to Customer
comprehensive  services as defined  herein for a fee (the "Service Fee") of 1.1%
of personal automobile earned premium, defined as that premium on which Customer
adjusts  personal  automobile  claims  either  today or in the future  using the
INSpire  Insurance claims  management  systems (the "Personal  Automobile Earned
Premium"), subject to a minimum fee as follows. The minimum fee during the first
calendar quarter of this Agreement shall be 1.1% of $20,000,000,  pro-rated from
January 14, 2002  (pro-rated,  the minimum fee for January is $42,580.64 and the
minimum fee for  February  and March is  $73,333.33  for each such  month).  The
minimum fee for each quarter  thereafter shall be the greater of (i) 1.1% of the
Personal  Automobile  Earned  Premium for the quarter or (ii) 1.1% of 80% of the
Personal  Automobile Earned Premium for the prior quarter.  For example,  if the
first quarter Personal Automobile Earned Premium is $15,000,000, the minimum fee
in the second  quarter  is the  greater of 1.1% of  Personal  Automobile  Earned
Premium  or 1.1% of 80% of  $15,000,000  (that  is,  1.1% of  $12,000,000).  The
Service Fees will be due and payable on the 30th day of the month  following the
month in which the Services  were  performed.  At the beginning of each quarter,

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Customer will provide INSpire  Insurance an estimate of monthly written premiums
for the following twelve months.  The forecast of written premiums for the first
twelve month period is attached hereto as Schedule 2.4(b).

                  (c) Unanticipated  and Increased  Service Level Changes.  Each
Party agrees to negotiate in good faith for an adjustment to the Service Fees in
the  event  of any  statutory,  regulatory  or  judicial  changes  that  require
additional activities not then provided for pursuant to this Agreement. Further,
each Party agrees to negotiate  in good faith for an  adjustment  to the Service
Fees in the event the Service Levels, as defined in Section 5.2, or Services are
changed.

         Section 2.5 Fee Upon Sale of  Customer's  Auto Claims  Business.  For a
period  of four  years  from the date of this  Agreement,  Customer  will pay to
INSpire Insurance 50% of the net proceeds from the sale of the existing personal
automobile  claims  servicing  business  or any of the primary  functions  being
transferred  to Customer by INSpire  Claims.  Net proceeds shall be the proceeds
from the sale less the  customary  third  party  closing  costs of  selling  the
business,  including  broker's  fees.  Such fee  shall be due and  payable  upon
receipt by Customer of the purchase price. As an example, if Customer sells said
auto claims business for $1,000,  then INSpire  Insurance will receive $500 from
Customer at the time of Customer's  receipt of the proceeds of sale. If Customer
completes  the sale of the auto claims  servicing  business  then  Customer  may
terminate  this  Agreement  upon one  days'  notice  after  receipt  by  INSpire
Insurance of 50% of the proceeds from the sale.

         Section 2.6  Facilities.  INSpire  Insurance  will lease  facilities to
Customer as set forth on Schedule 2.6. These leased  facilities will be governed
by a separate lease agreement for each facility, attached hereto.

         Section 2.7 Third Party Contracts. Customer will assume the third party
contracts set forth on Schedule 2.7, as of January 14, 2002.  INSpire  Insurance
will be obligated for all expenses and fees in connection with those third party
contracts prior to January 14, 2002, and shall indemnify and reimburse  Customer
for any and all costs incurred by Customer or asserted  against Customer arising
prior to January 14, 2002.  Customer will be obligated for all expenses and fees
in connection with those third party contracts  beginning  January 14, 2002, and
shall indemnify and reimburse  INSpire  Insurance for any and all costs incurred
by INSpire  Insurance  or  asserted  against  INSpire  Insurance  from and after
January 14, 2002.

                                   ARTICLE III
                    REPRESENTATION AND WARRANTIES OF CUSTOMER

          Customer represents and warrants that the statements contained in this
Article are correct and complete.

          Section 3.1 Corporate Status Qualification.  Customer is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of  California.  There is no  pending  or  threatened  proceeding  for the
dissolution,  liquidation, insolvency or rehabilitation of Customer. Customer 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.

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          Section 3.2 Corporate Power and Authority.  Customer has the corporate
power and  authority  to execute  and  deliver  this  Agreement,  to perform its
obligations  hereunder and to consummate the transactions  contemplated  hereby.
Customer 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 3.3 Enforceability.  This Agreement has been duly executed and
delivered by Customer and constitutes a legal,  valid and binding  obligation of
Customer  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 IV
               REPRESENTATIONS AND WARRANTIES OF INSPIRE INSURANCE

          INSpire   Insurance   represents  and  warrants  that  the  statements
contained in this Article are correct and complete.

          Section  4.1  Corporate  Status;  Qualification.  INSpire  Claims is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware.  INSpire  Insurance is a corporation  duly  organized,
validly  existing  and in good  standing  under  the laws of the State of Texas.
There is no pending or threatened  proceeding for the dissolution,  liquidation,
insolvency or  rehabilitation  of INSpire Claims or INSpire  Insurance.  INSpire
Claims and INSpire  Insurance are each 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.

          Section 4.2 Corporate Power and Authority.  Each of INSpire Claims and
INSpire  Insurance has the corporate  power and authority to execute and deliver
this  Agreement,  to perform its  obligations  hereunder and to  consummate  the
transactions  contemplated  hereby. Each of INSpire Claims and INSpire Insurance
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 INSpire Claims and INSpire Insurance and constitutes a legal, valid
and  binding  obligation  of INSpire  Claims and INSpire  Insurance  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.



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                                    ARTICLE V
                             PERFORMANCE OF SERVICES

         Section  5.1  Designated  Representative.  Each Party  will  appoint an
individual (a "Designated  Representative")  who will (a) oversee and manage the
performance of its obligations  under this  Agreement,  (b) serve as its primary
managerial  point of contact with the other Party and (c) be  authorized  to act
for it and on its behalf with respect to all matters relating to this Agreement.

         Section 5.2  Establishment of Service Levels.  Each Party agrees to the
service  levels set forth on Schedule 5.2 (the "Service Levels").

         Section 5.3       Evaluation and Review Process

                  (a)  Delivery  of  Service   Level  Report.   The   Designated
Representatives  will develop a mutually agreed upon format for a monthly report
that compares INSpire  Insurance's actual performance against the Service Levels
(the "Monthly Service Report").  During the Term, INSpire Insurance will provide
Customer  with the Monthly  Service  Report within 30 days after the end of each
calendar month.

                  (b)  Review  of  Service  Level   Achieved.   The   Designated
Representatives  will meet on a monthly  basis after the delivery of the Monthly
Service Report to review INSpire Insurance's performance hereunder and will meet
at  such  other  times  as may be  reasonably  requested  by  either  Designated
Representative  to discuss any related  matters.  The senior  executives of each
Party to whom such  Designated  Representatives  report  will meet on a periodic
basis to review the  relationship  between the  Parties  and to discuss  ways to
improve the relationship.

          Section 5.4      Ownership of Property.

                  (a) Customer's  Property.  Customer will own all right,  title
and interest in and to the content of the policy,  claim,  accounting  and agent
files and computer  images and storage  discs  products  created or developed in
connection with, as a result of or incident to the performance of the Services.

                  (b) INSpire  Insurance's  Property.  Subject to the foregoing,
INSpire  Insurance will own all right,  title and interest in and to any and all
tools, techniques,  processes,  procedures,  inventions, software, patents, know
how,  trade secrets and other  copyrights  that it already has or that are first
discovered,  created or developed by INSpire  Insurance in connection with, as a
result of or incident to the performance of the Services.

         Section 5.5 Customer's  Performance  Obligations and  Acknowledgements.
INSpire  Insurance's  performance  of  the  Services  require  the  support  and
cooperation of Customer.  As such,  Customer agrees and acknowledges as follows:
Customer will provide, in a timely manner and in a format reasonably  acceptable
to INSpire Insurance,  the data and materials necessary for INSpire Insurance to
perform  the  Services,   including   Customer's  banking   institution  account

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information,   corporate  and  subsidiary  logos  (if  applicable),   style  and
specifications of printed documents such as insurance policies.

                                   ARTICLE VI
                                 CONFIDENTIALITY

          Section 6.1  Definitions.  For purposes of this Article the  following
definitions will apply:

                  (a) "Arrowhead  Group" means  Customer,  Arrowhead  Management
Company,  AGIA  and  their  respective  affiliates,   parent  corporations,   or
subsidiaries, agents, directors, officers, employees, accountants, attorneys and
advisors.

                  (b) "INSpire Group" means INSpire  Insurance,  INSpire Claims,
and their affiliates, any parent corporation or subsidiaries, agents, directors,
officers, employees, attorneys and advisors.

                  (c) "Confidential Information" means any information,  oral or
written,  whether  prepared by the  Disclosing  Party,  its  Representatives  or
otherwise,  which  is  furnished  to the  Receiving  Party or on  behalf  of the
Disclosing  Party  after the date of this  Agreement  relating  to the  Services
contemplated by this Agreement.  Such information  includes,  but is not limited
to,  financial  information,  trade  secrets,  processes,  inventory,  formulas,
prices,  markets,  employee lists,  salaries,  reports,  computer  files,  maps,
drawings, specifications,  title reports, customer information and lists, vendor
sources, development and marketing plans, statistical data, forecasts, marketing
strategies,  or  other  commercial,  technical,  strategic  or  human  resources
information.   The  term  "Confidential   Information"  does  not  include:  (a)
information which is or becomes generally  available to the public other than as
a result of any  unauthorized  disclosure  or any wrongful acts of the Receiving
Party; (b) information  which is independently  developed by the Receiving Party
without the use of  Confidential  Information  from the  Disclosing  Party;  (c)
information  which is rightfully  received  from a third party whose  disclosure
would not violate any confidentiality  obligation or breach of any agreement; or
(d) information which is approved for release by the Disclosing Party in writing
signed by the Disclosing Party specifying the information to be released.

                  (d) "Disclosing Party" means Arrowhead Group or INSpire Group,
as the case may be, with  respect to any  Confidential  Information  provided by
such party to the other party.

                  (e) "Receiving  Party" means Arrowhead Group or INSpire Group,
as the case may be, with  respect to any  Confidential  Information  received by
such party from the other party.

                  (f)  "Representative"  means any  employee,  agent,  attorney,
accountant,  financial  advisor or other  person  acting on behalf of a party in
connection with this Agreement.

          Section 6.2      Nondisclosure.  The Parties hereby agree as follows:

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                  (a) Use of Information.  All Confidential  Information will be
used  solely  for the  purpose  of  performing  the  Services.  In no event will
Confidential  Information be used by any party or person receiving  Confidential
Information for business or competitive purposes.

                  (b) Confidentiality. All Confidential Information will be kept
strictly  confidential  by the  Receiving  Party and the  Receiving  Party  will
restrict disclosure of Confidential Information to only those employees,  agents
and advisors of the Receiving Party who have a need to know such information for
the purpose of performing the Services.

                  (c)  Disclosure  to  Representatives.  Representatives  of the
Receiving  Party shall be informed by the  Receiving  Party of the  confidential
nature of such information and the covenant of  confidentiality by the Receiving
Party hereunder, and they shall be directed by the Receiving Party to treat such
information  confidentially.  Before  any  disclosure  or  dissemination  of any
Confidential  Information subject to this Agreement is made to any person, other
than an officer or director of the Receiving Party or its counsel or independent
accountant, the Receiving Party shall provide the person to whom such disclosure
is made with a copy of this Agreement.

          Section 6.3 Required  Disclosure.  In the event the Receiving Party or
its Representatives  are requested or required in a judicial,  administrative or
governmental proceeding to disclose any Confidential Information,  the Receiving
Party  shall  cooperate  with the  Disclosing  Party and  provide it with prompt
notice of any such request so that the Disclosing  Party may seek an appropriate
protective  order  and/or  waive  the  Receiving  Party's  compliance  with  the
provisions of this  Agreement.  If, in the absence of a protective  order or the
receipt of a waiver hereunder,  the Receiving Party or its  Representatives  are
nonetheless, in the opinion of the Receiving Party's attorneys, legally required
to disclose  Confidential  Information  to any tribunal or else stand liable for
contempt  or  suffer  other  penalty,  the  Receiving  Party may  disclose  such
information  to such tribunal  without  liability  hereunder,  provided that the
Receiving Party complies with the notice provisions of this paragraph.

          Section 6.4 Return of Confidential Information. Upon the expiration or
termination of this Agreement,  the Receiving  Party shall promptly,  and in any
event upon request by the Disclosing Party,  deliver to the Disclosing Party all
Confidential  Information,  including  all  written  and  electronically  stored
copies.  Neither the Disclosing  Party nor its  Representatives  will retain any
copies,  extracts  or  other  reproductions,  in  whole  or  in  part,  of  such
Confidential  Information.  At the Disclosing  Party's  request,  all documents,
memoranda,  notes and other  writings  prepared  by the  Receiving  Party or its
Representatives  based on the information in the  Confidential  Information,  or
which quote from or summarize any Confidential Information, will be destroyed as
soon as  reasonably  practicable,  and such  destruction  shall be  certified in
writing to the Disclosing Party by an authorized  officer of the Receiving Party
supervising such destruction.

          Section 6.5 Remedies for Breach. The Parties acknowledge that a breach
of the covenant of  confidentiality  contained in this  Agreement  may result in
irreparable and continuing  damage to the Disclosing  Party for which there will
be no adequate remedy at law. In the event of any breach of this Agreement,  the
Receiving  Party agrees that the Disclosing  Party shall be entitled to seek and

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obtain specific performance of this Agreement by the Receiving Party, including,
upon  making the  requisite  showing  that it is entitled  thereto,  provisional
injunctive  relief  restraining the Receiving Party from committing such breach,
in addition to such other and further relief,  including  monetary  damages,  as
provided by law.

                                   ARTICLE VII
                       TRADE SECRET AND PROPRIETARY RIGHTS

         Section 7.1 No Rights to Software.  Notwithstanding INSpire Insurance's
use of its  proprietary  computer  software  programs in the  performance of the
Services,  neither this Agreement nor the performance of any Services  hereunder
will be construed as a grant of a license or any other interest in or to INSpire
Insurance's  computer  software  programs.  Further,  this  Agreement  grants to
Customer no right to possess or reproduce,  or any other interest in, any of the
computer  software  programs used in the  performance  of all or any part of the
Services or their specifications in any tangible or intangible medium.  Customer
may not mortgage, hypothecate, sell, assign, pledge, lease, transfer, license or
sublicense any computer  software programs used in the performance of all or any
part of the  Services,  nor allow any  person  or  entity to  transmit,  copy or
reproduce any such computer software programs.  In the event Customer comes into
possession of the computer  software  programs used in the performance of all or
any part of the Services, Customer will immediately notify INSpire Insurance and
return such  computer  software  programs  and all copies of any kind thereof to
INSpire Insurance.

         Section 7.2  Nondisclosure.  Other than  Customer's  employees who need
access to  computer  software  programs  for the  performance  of their  duties,
Customer covenants and agrees not to disclose or otherwise make available to any
person any computer software programs used in the performance of all or any part
of the  Services.  Customer  agrees to take all  reasonable  steps  necessary to
obligate each of its  employees  who is given access to such  computer  software
programs to a level of care sufficient to protect the computer software programs
from unauthorized disclosure.

         Section 7.3  Survival. THE OBLIGATION OF PARTIES UNDER THIS ARTICLE AND
ARTICLE VI WILL CONTINUE  AFTER THIS  AGREEMENT EXPIRES OR IS TERMINATED.

                                  ARTICLE VIII
                                   TERMINATION

         Section 8.1       Termination of Agreement.   This  Agreement  may  be
terminated prior to the Expiration Date only as follows:

                  (a) by the  non-breaching  Party upon a material breach of the
other  Party of its  duties  or  obligations  under  this  Agreement;  provided,
however, that (i) such breach remains substantially uncured within 30 days after
written notice specifying such breach is received by the breaching Party or (ii)
with respect to a breach that cannot be reasonably cured within a 30 day period,
should the defaulting  party fail to proceed within 30 days after written notice

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specifying  the breach to commence  curing the default  and  thereafter  fail to
proceed with all reasonable diligence to cure substantially the default;

                  (b) by a Party  in the  event  (i)  the  other  Party  makes a
general assignment for the benefit of creditors (pursuant to a bankruptcy filing
or  reorganization),  (ii)  the  other  Party  files  a  voluntary  petition  in
bankruptcy  or petitions for  reorganization  or similar  arrangement  under the
bankruptcy laws, (iii) a petition in bankruptcy is filed against the other Party
by a third party and such  petition is not  dismissed  within ninety days of its
filing date,  or (iv) a receiver or trustee is appointed  for all or any part of
the property and assets of the other Party;

                  (c) by  Customer,  upon  commission  by INSpire  Insurance  of
fraud,  criminal  conduct  or  willful  violation  of an  insurance  statute  or
regulation,  if said conduct by INSpire  Insurance has a material adverse effect
on Customer's  ability to engage in business.  This  paragraph does not apply to
conduct by INSpire  Insurance  employees  who are not acting at the direction of
INSpire Insurance; or

                  (d) by INSpire  Insurance,  upon  ninety  (90) days  notice to
Customer,  if the  annualized  Personal  Automobile  Earned  Premium drops below
$40,000,000  in any rolling  six-month  period,  beginning  January 1, 2002.  If
INSpire  Insurance cancels the Agreement  pursuant to this Section 8.1(d),  then
Customer  may,  upon ninety (90) days  notice to INSpire  Insurance,  cancel the
lease of the San Diego office described in Schedule 2.6.

         Section 8.2  Procedure Upon Expiration or Termination.  Upon expiration
or termination of this Agreement:

                  (a) INSpire  Insurance  will  promptly  return to Customer any
policies,  forms or other supplies imprinted with Customer's name, regardless of
who  incurred  the cost for same as well as all  files and  documents  regarding
Customer's policies; and

                  (b) INSpire  Insurance  will  provide  promptly  to  Customer,
without charge, a tape backup of all data files. Also, for a reasonable fee on a
time and material basis, to be determined at that time,  INSpire  Insurance will
provide to Customer,  the  personnel  necessary to amend the records  layout and
file  structures of the data files such that these records and data files can be
transferred  to a new data base  designated  by  Customer.  Such  expiration  or
termination  will  not in any way  limit,  restrict  or  relieve  any  Party  of
liability for any breach of this Agreement.

                                   ARTICLE IX
                      REMEDIES AND LIMITATION OF LIABILITY

         Section 9.1       Indemnification of the Parties.

                  (a) Subject to the  provisions of Section  9.1(b) below,  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'

                                       11
<PAGE>

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.

                  (b)  Customer  hereby  waives and  releases  all  existing and
potential  claims against  INSpire  Insurance and INSpire  Claims,  for services
rendered  by INSpire  Claims  which were  related to or arose from the  personal
automobile  claims  business  being  transitioned  back to Customer,  except for
claims for indemnification  arising from INSpire Claims' negligent handling of a
claim prior to January 14, 2002.  INSpire  Insurance  and INSpire  Claims hereby
waive and release all existing and potential  claims against Customer which were
related  to  or  arose  from  the  personal  automobile  claims  business  being
transitioned  back to Customer,  except for claims for  indemnification  arising
from Customer's  negligent  handling of a claim after January 13, 2002.  INSpire
Claims will indemnify and defend Customer from liability for negligent  handling
of a claim  prior to  January  14,  2002,  unless  handling  of the claim was in
compliance  with  the  direction  of  Customer  or the  carrier.  Customer  will
indemnify  and defend  INSpire  Claims for  Customer's  negligent  handling of a
claim,  unless the handling of the claim was in compliance with the direction of
the carrier.

          Section 9.2 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.

          Section 9.3    No Consequential  Damages.  No Party will be liable for
any consequential, incidental and punitive damages with respect to any breach of
this Agreement.

                                    ARTICLE X
                       ARBITRATION AND EQUITABLE REMEDIES

          Section  10.1  Settlement  Meeting.  The Parties  will attempt in good
faith to resolve promptly through negotiations any dispute under this Agreement.
If any such dispute should arise, the Parties will meet at least once to attempt
to resolve  the matter  (the  "Settlement  Meeting").  Any Party may request the
other Parties to attend a Settlement Meeting at a mutually agreed time and place
within ten days after  delivery of a notice of a dispute.  The  occurrence  of a
Settlement  Meeting with  respect to a dispute will be a condition  precedent to
seeking any arbitration or judicial remedy,  provided that if a Party refuses to
attend a Settlement Meeting the other Parties may proceed to seek such remedy.

                                       12
<PAGE>

         Section 10.2 Arbitration Proceedings.  If the Parties have not resolved
a monetary dispute at the Settlement  Meeting any Party may submit the matter to
arbitration.   A  panel  of  three  arbitrators  will  conduct  the  arbitration
proceedings in accordance with the provisions of the Federal Arbitration Act (99
U.S.C.  Section 1 et seq.) and the Commercial  Arbitration Rules of the American
Arbitration Association (the "Arbitration Rules"). The decision of a majority of
the panel will be the decision of the arbitrators.

                  (a)  Arbitration  Notice.  To  submit a  monetary  dispute  to
arbitration, a Party will furnish the other Parties and the American Arbitration
Association with a notice (the "Arbitration Notice") containing (i) the name and
address of such Party,  (ii) the nature of the  monetary  dispute in  reasonable
detail, (iii) the Party's intent to commence arbitration  proceedings under this
Agreement, and (iv) the other information required under the Federal Arbitration
Act and the Arbitration Rules.

                  (b) Selection of  Arbitrators.  Within ten days after delivery
of the Arbitration  Notice,  each Party will select one arbitrator from the list
of  the  American  Arbitration   Association's   National  Panel  of  Commercial
Arbitrators.  Within  ten days  after  the  selection  of the last of those  two
arbitrators,  those two arbitrators  will select the third  arbitrator from such
list. If the first two arbitrators  cannot select a third arbitrator within such
ten day period,  the  American  Arbitration  Association  will select such third
arbitrator  from the list.  Each arbitrator will be an individual not subject to
disqualification  under Rule No. 19 of the Arbitration  Rules with experience in
settling complex litigation involving the insurance industry.

                  (c)  Arbitration  Final.  The  arbitration  of the  matters in
controversy and the  determination  of any amount of damages or  indemnification
will be final and binding  upon the Parties to the maximum  extent  permitted by
law,  provided that any Party may seek any equitable  remedy available under Law
as provided in this Agreement. This agreement to arbitrate is irrevocable.

          Section 10.3 Place of Arbitration. Any arbitration proceedings will be
conducted at such neutral location outside of the states of California and Texas
as the Parties  may agree.  If a neutral  location  cannot be agreed upon by the
Parties,  then the  arbitration  proceedings  will be held in  Albuquerque,  New
Mexico.  The arbitrators will hold the' arbitration  proceedings  within 60 days
after the selection of the third arbitrator.

          Section 10.4 Discovery. During the period beginning with the selection
of the third  arbitrator  and  ending  upon the  conclusion  of the  arbitration
proceedings,  the  arbitrators  will have the authority to permit the Parties to
conduct such discovery as the arbitrators consider appropriate.

          Section 10.5 Equitable Remedies. Notwithstanding anything else in this
Agreement to the contrary, after the Settlement Meeting a Party will be entitled
to seek any equitable  remedies available under law. Any such equitable remedies
will be in addition to any damages or indemnification rights that such Party may
assert in an arbitration proceeding.

                                       13
<PAGE>

         Section 10.6 Judgments. Any arbitration award under this Agreement will
be final and binding.  Any court having  jurisdiction may enter judgment on such
arbitration award upon application of a Party.

         Section 10.7 Expenses. If any Party commences  arbitration  proceedings
or court  proceedings  seeking  equitable relief with respect to this Agreement,
the prevailing Party in such arbitration proceedings or case may receive as part
of any award or judgment  reimbursement  of such Party's  reasonable  attorneys'
fees and  expenses  to the  extent  that  the  arbitrators  or  court  considers
appropriate.

         Section 10.8 Cost of the  Arbitration.  The arbitrators will assess the
costs of the  arbitration  proceedings,  including their fees, to the Parties in
such proportions as the arbitrators consider reasonable under the circumstances.

         Section 10.9  Exclusivity of Remedies.  To the extent permitted by law,
the  arbitration  and  judicial  remedies  set forth in this Article will be the
exclusive  remedies  available to the Parties with respect to any dispute  under
this Agreement or claim for damages or indemnification under this Agreement.

                                   ARTICLE XI
                                  MISCELLANEOUS

         Section 11. 1    Amendment.   No amendment  of  this  Agreement will be
effective unless in a writing signed by the Parties.

         Section 11.2 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 11.3 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 11.4      Expenses.  Each Party will bear its own expenses with
respect to the  negotiation  and  preparation  of this Agreement.

         Section  11.5 No  Assignment.  No Party  may  assign  its  benefits  or
delegate its duties under this Agreement  without the prior consent of the other
Party;  provided,  however, that Customer may assign its rights and delegate its
duties under this Agreement to an affiliated entity without INSpire  Insurance's
consent so long as such  assignment is effected on or prior to the Signing Date.
Any attempted  assignment  or delegation in violation of the foregoing  sentence
will be void.  Notwithstanding  the foregoing,  each Party may assign its rights
under this  Agreement to a purchaser of all the,  assets or equity of such Party
without the other Party's  consent,  and any such  purchaser and any  subsequent
purchasers of all of the assets or equity of the Party may similarly assign such
rights.

                                       14
<PAGE>

         Section 11.6 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 11.7  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):

                           INSpire               Attn: Chief Executive Officer
                           Insurance:            Arrowhead Claims Management
                                                 300 Burnett Street
                                                 Fort Worth, Texas 76012
                                                 Phone: 817-348-3999
                                                 Fax: 817-348-3787

                           Copy to:              L. Steven Leshin, Esq.
                                                 Jenkens & Gilchrist
                                                 1445 Ross Ave., Suite 3200
                                                 Dallas, TX  75202
                                                 Phone: 214-855-4500
                                                 Fax: 214-855-4300

                           Customer:             Attn: Chief Executive Officer
                                                 501 W. Broadway, Suite 850
                                                 San Diego, California 92101
                                                 Phone: 619-744-5007
                                                 Fax: 619-744-5040

         Section 11.8      Public Announcement.  The Parties will work together
and agree upon all official communications.

          Section  11.9  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 11.10  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.

                                       15
<PAGE>

          Section 11.11 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  11.12  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  11.13  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
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 11.14 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   11.15   Attorney's   Fees.  In  the  event  of  any  action,
arbitration,  claim,  proceeding or suit between Customer and INSpire  Insurance
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 11.16 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  11.17  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 11.18 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.

         Section  11.19  Amendment.   This  Agreement  shall  amend  the  Claims
Administration  Agreement  only  with  respect  to the  auto  claims  processing
business  pursuant  to the  terms  and  conditions  of this  Agreement,  and the

                                       16
<PAGE>

following provisions of the Claims Administration  Agreement:  (a) Section 1.4 -
The  Implementation  Fee in Section 1.4 shall be  eliminated;  and (b)  Schedule
1.4(b) - The minimum Claims  Administration Fee of $900,312 is hereby amended to
be: for the first quarter of 2002, the greater of (i) 7.15% of homeowners earned
premium for the quarter or (ii) 7.15% of 80% of $7,900,000,  (that is,  $451,880
for the quarter);  and for each quarter thereafter,  the greater of (i) 7.15% of
homeowners earned premium for the quarter or (ii) 7.15% of 80% of the homeowners
earned premium for the prior quarter. For example, if the defined earned premium
in a quarter is  $12,000,000,  then the minimum  fee in the next  quarter is the
greater  of 7.15% of earned  premium  or 7.15% of 80% of  $12,000,000  (that is,
7.15% of $9,600,000).  On a quarterly basis, AGIA will provide INSpire Insurance
with an annual homeowners premium forecast, which shall be approved by Customer.
The  quarterly  update will be used by INSpire  Insurance to determine  required
staffing  levels.  This  Agreement  supercedes  and wholly  replaces  all terms,
covenants and provisions of the Claims Administration  Agreement with respect to
the auto claims processing  business.  Except as expressly amended herein, as to
commercial automobile,  motorcycle,  homeowner, mobile home, personal watercraft
and BOP claims  processing,  all terms,  covenants and  provisions of the Claims
Administration Agreement are and shall remain in full force and effect.




                                       17
<PAGE>





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


INSpire Claims:                     INSPIRE CLAIMS MANAGEMENT, INC.

                                    By:______________________________________
                                    Name:____________________________________
                                    Title:___________________________________


INSpire Insurance:                  INSPIRE INSURANCE SOLUTIONS, INC.

                                    By:______________________________________
                                    Name:____________________________________
                                    Title:___________________________________

Customer:                           ARROWHEAD CLAIMS MANAGEMENT, INC.

                                    By:______________________________________
                                    Name:____________________________________
                                    Title:___________________________________





<PAGE>



                                  Schedule 2.1
                                    Services

         All  references  in this  Schedule  2.1 to INSpire  shall mean  INSpire
         Insurance.  During the Term,  INSpire  will  provide (i) the  hardware,
         software and IT support  services  necessary for ACM to handle its auto
         claims,  and (ii) the  software,  computers,  telephones  and equipment
         defined  below.  This  proposal  is  not  for  non-technology   related
         services.  At a high level,  it is comprised of an  application  system
         delivered on an ASP (Application  Service  Provider) basis coupled with
         services including  application  support,  network,  desktop,  helpdesk
         services,  and  telephone   communication  services.  As  part  of  the
         Services, the following are included:

------------------------------- ------------------------------------------------
Application                     Delivery INSpire will provide the version of the
                                INSideOut system which ACM currently uses or, in
                                the   future,    a   system   with    equivalent
                                functionality. The application will also include
                                access   to   policy   software   for   coverage
                                verification.
------------------------------- ------------------------------------------------
Application                     Support The  existing  system will be  delivered
                                with  current  features and  functionality.  All
                                modifications  or  enhancements  to the existing
                                system would be on a time and  materials  basis.
                                Ad hoc  reporting  will be  billed on a time and
                                materials basis.

                                INSpire   warrants  that  any  systems  used  to
                                provide claims services, will provide all of the
                                features  and  functionality  of the existing AS
                                400 and WPC claims management  systems.  INSpire
                                will provide no other warranty whether expressed
                                or implied.

                                In the event  INSpire  is unable to comply  with
                                the   warranty,    INSpire   agrees   to   allow
                                technicians   designated   by  and  approved  by
                                INSpire  to have  access to the  Source  Code in
                                order to bring the system into  compliance  with
                                the warranty. In the event of non-performance by
                                INSpire under this agreement,  INSpire will make
                                its claims handling system  available to ACM via
                                an   escrow   agreement.   In   the   event   of
                                non-performance  by  INSpire,   if  we  need  to
                                provide a mechanism for  transferring  data from
                                the INSpire  system to a new claims  system,  we
                                will work this out in the escrow agreement.

                                Any fixes or  maintenance of the systems to meet
                                this  warranty   shall  be  at  the  expense  of
                                INSpire.

                                ACM will pay for any upgrades or enhancements to
                                the systems requested by it.


<PAGE>

------------------------------- ------------------------------------------------
Network Support                 INSpire  will  manage all  network  connections
                                using   current   hardware  and  lines  between
                                INSpire  and  AGIA,   between   ACM's   current
                                offices,   and  within  the  current   offices.
                                Customer  requested  upgrades or changes to the
                                current network configurations or hardware will
                                be billed on an hourly basis.  Network includes
                                Local Area Networks (LANs),  Wide Area Networks
                                (WANs),  hubs,  routers,  and T-1 connectivity.
                                Services provided include:

                                o        Fault management
                                o        Network monitoring and testing
                                o        Performance Management
                                o        Configuration Management
                                o        Provisioning Management
                                o        Security Management
                                o        Operations Management
                                o        Capacity Planning
------------------------------- ------------------------------------------------
Operations Support              INSpire will provide operation support
                                including:
                                o        Production Control and Monitoring
                                o        Back-up Scheduling, Control, and
                                         Resources
                                o        Nightly Cycle Print Operations
                                o        Off-Site back-up Storage
------------------------------- ------------------------------------------------
Server Support                  INSpire   will   proactively    manage
                                production servers and infrastructure  providing
                                a  high  level  of   application   availability.
                                INSpire will upgrade servers and storage to meet
                                ACM's growth.
                                Services Include:
                                o        System Support and Monitoring
                                o        Fault and Problem Management
                                o        Security Management
                                o        Change Management
------------------------------- ------------------------------------------------
System Back-up                  INSpire  will  back-up  the system on a
                                nightly  basis and provide  off-site  storage of
                                production  data.  INSpire will provide  restore
                                services if and when requested.
------------------------------- ------------------------------------------------
Desktop Support                 INSpire  will provide  on-site  desktop
                                support  in San  Diego  from  8AM - 5PM  Pacific
                                Time.  Sacramento  and Portland  support will be
                                handled using "hot spares" and "drop shipments."
                                Desktop    support    will   respond   to   user
                                connectivity,     hardware,     software,    and
                                configuration issues.  Desktop support will also
                                add or move desktop units at ACM's request.
                                INSpire will provide 110 moves, adds, or changes
                                per year included in the base fee. All MACs over
                                110 will be billed to ACM at a fee of $93.50 per
                                MAC.  This  charge is subject to a CPI  increase
                                after 2002.

<PAGE>

------------------------------- ------------------------------------------------
Help Desk                       INSpire  will  provide  a  24x7  help  desk  to
                                service  ACM.  The help desk will log  problems
                                and  make  a  best  effort  to  resolve  basic,
                                recurring  problems with the user.  80% of help
                                desk calls will be answered in 60 seconds.  The
                                help desk will  ensure  that all  problems  are
                                addressed  promptly  and closed  only upon user
                                satisfaction.  Server and network problems will
                                receive critical level of attention. Based upon
                                our  contract  with   Lockheed,   INSpire  will
                                provide that 85% of time, the initial  response
                                to a help desk service call will occur within 2
                                hours.  70% of calls will be remedied within 24
                                hours.
------------------------------- ------------------------------------------------
E-mail                          Services  INSpire will provide ACM with an email
                                system and email server support.  Each user will
                                have  20 MG  of  storage  and  be  permitted  an
                                unlimited number of transactions. The capability
                                to  add  and  delete  user   accounts   will  be
                                delegated to a specified ACM representative.
------------------------------- ------------------------------------------------
Communications                  lines  INSpire  will  provide  phone  lines  and
                                internet access to ACM. INSpire will transfer to
                                ACM the  current  800 number used for Auto First
                                Notice of Loss. The number is 800-285-2524.  Any
                                local or  long-distance  charges will be treated
                                as a pass-though  expense.  INSpire will provide
                                110 telephone  moves,  adds, or changes per year
                                included in the base fee.

                                Any  telephone  MAC  above 110 will be priced at
                                $25 per MAC. This charge is subject to CPI.
------------------------------- ------------------------------------------------

Call Center Technology          Automated call distribution  services:  INSpire
Services                        will  provide  ACD  phone  services  that  will
                                enable ACM to operate  its own call center with
                                an appropriate phone loop. ACM will not require
                                call center staff services from INSpire.
------------------------------- ------------------------------------------------
MS Office Licenses              MS Office  licenses  for Excel,
                                Powerpoint  and Word,  are  included in the base
                                fee. Replacement software will be at the expense
                                of ACM.
------------------------------- ------------------------------------------------
Subrogation Software            INSpire will provide use of the Collect
                                One  software  as  part  of  the   comprehensive
                                service  agreement.  ACM will be provided access
                                for five users.  Any additional users above that
                                will cost $250/month.
------------------------------- ------------------------------------------------
Network Printers                INSpire   will   provide   5  Network
                                Printers.    Consumables:    Paper   and   toner
                                cartridges  will  be  at  the  expense  of  ACM.
                                Replacement  equipment will be at the expense of
                                ACM. If ACM desires to replace  this  equipment,
                                it will notify  INSpire and INSpire  will remove
                                the  equipment  within  48  hours.   Replacement
                                equipment  will  continue to be supported  under
                                the comprehensive agreement.

<PAGE>

------------------------------- ------------------------------------------------
Copiers                         INSpire will  provide 2 copiers  (specifications
                                TBD).  Consumables:  Paper and toner  will be at
                                the expense of ACM.  Replacement  equipment will
                                be at the  expense  of ACM.  If ACM  desires  to
                                replace this  equipment,  it will notify INSpire
                                and INSpire will remove the equipment  within 48
                                hours. Replacement equipment will continue to be
                                supported under the comprehensive agreement.
------------------------------- ------------------------------------------------
Fax                             Line and Fax Machine  INSpire  will  provide one
                                phone  line and one fax  machine  (specification
                                TBD).  Consumables:  Paper and toner  will be at
                                the expense of ACM.  Replacement  equipment will
                                be at the  expense  of ACM.  If ACM  desires  to
                                replace this  equipment,  it will notify INSpire
                                and INSpire will remove the equipment  within 48
                                hours. Replacement equipment will continue to be
                                supported under the comprehensive agreement.
------------------------------- ------------------------------------------------
Workspace                       INSpire  will  provide a workspace in INSpire's
                                current  offices  in San  Diego,  Portland  and
                                Sacramento,     utilizing    currently    owned
                                furniture, in its current configuration, for 87
                                ACM  employees.  The  workspace  in  San  Diego
                                includes 12 contiguous  executive office suites
                                with  installed  computers and 69 cubicles with
                                computers and described software,  cabinets and
                                work  surfaces,  a chair,  and a phone.  In San
                                Diego,  INSpire will provide an  additional  21
                                cubicles with cabinets and work  surfaces,  but
                                without computers, software, chairs and phones.
                                Replacement equipment will be at the expense of
                                ACM. The  remaining 50 cubicles on site will be
                                removed  by INSpire  at its  expense.  When ACM
                                desires to replace any cubicles, it will notify
                                INSpire.  If  INSpire  fails to remove the item
                                within 48 hours, ACM may remove it. ACM, at its
                                expense,  can change the  configuration  of any
                                cubicle or  office,  including  the  removal or
                                addition  of  office  or  cubicle  walls.   Any
                                changes  will be  subject  to the  approval  of
                                INSpire,   which   will  not  be   unreasonably
                                withheld.

<PAGE>

------------------------------- ------------------------------------------------
Desktop Technology              INSpire   will   provide   Desktop
                                Technology  in  INSpire's   existing   facility,
                                utilizing  currently  owned  equipment,  in  its
                                current   configuration.   The   typical   setup
                                consists  of a computer  (PII,  64K RAM),  a 15"
                                monitor,  keyboard,  mouse,  and  a  Windows  95
                                operating system.

                                Replacement equipment will be at the expense of
                                ACM.

                                INSpire's  technical  direction is to move to a
                                thin-client  environment  which  should  reduce
                                ACM's expected  replacement costs. At the point
                                that INSpire is prepared to process ACM in that
                                manner,  INSpire  must be allowed to  configure
                                ACM  workstations to work in that  environment.
                                This should  benefit ACM by extending  the life
                                of the desktop and reducing refresh costs.

                                If ACM desires to replace  this  equipment,  it
                                will notify INSpire and INSpire will remove the
                                equipment   within   48   hours.    Replacement
                                equipment  will  continue  to be  supported  by
                                under the comprehensive agreement.
------------------------------- ------------------------------------------------


<PAGE>

                                 Schedule 2.4(b)
                      Twelve Month Written Premium Forecast

                  See attached.


<PAGE>

<TABLE>
<CAPTION>


YR 2002 Projections
 Auto Lines
                     Collected Premium
Program
#   State   Jan      Feb      March    April      May      June       July      Aug      Sept        Oct
<S> <C><C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>

12  CA   267,983   252,135   242,980   233,482   229,848   225,613   229,989   225,071   224,450   220,058
17  WA   183,750   187,950   191,646   196,755   199,644   202,187   195,223   192,194   191,343   190,526
19  AZ    67,500    62,813    51,666    48,507    46,437    43,982    43,513    39,682    37,825    36,179
21  CA   260,400   234,360   213,192   191,873   174,523   157,070   157,236   139,340   125,597   113,432
23  CA   375,000   318,750   270,938   230,297   195,752   166,389   166,384   135,452   114,472    97,237
28  GA     3,280     3,838     4,351     4,823     5,257     5,656     5,714     5,958     6,203     6,429
29  CA     6,000     7,770     9,398    10,897    12,275    13,543    13,689    14,544    15,361    16,115
37  OR   145,000   141,800   139,112   136,854   134,957   133,364   122,184   115,820   112,340   109,642
39  FL   175,000   131,250    98,438    73,828    55,371    41,528    17,677     8,337     2,664   (1,356)
44  TX   282,100   245,427   215,657   187,621   164,847   143,417   143,445   121,342   105,682    92,405
46  CA   294,000   276,360   259,778   244,192   229,540   215,768   216,930   201,985   189,780   178,389
59  CA    65,650    64,553    63,620    62,827    62,153    61,580    58,540    56,766    55,958    55,350
60  CA 4,730,000 4,351,600 4,003,472 3,716,678 3,419,344 3,145,796 3,161,613 2,875,291 2,650,481 2,445,972
60A CA    66,000   126,720   182,582   236,103   283,815   327,709   331,893   365,266   395,904   424,687
61  CA    15,000    13,500    12,150    10,935     9,842     8,857     8,911     7,858     7,060     6,354
62  AZ   208,000   187,200   170,586   153,527   139,881   125,892   125,820   111,358   100,215    90,364
62A AZ    20,000    38,000    54,878    69,640    83,950    96,055    93,089   101,486   108,896   115,574
63  OR   210,000   178,500   153,242   130,256   111,814    95,042    94,604    77,232    65,346    55,598
63A OR    40,000    74,000   103,929   128,740   151,312   169,415   148,919   158,646   166,736   173,629
64  WA   330,000   293,700   261,393   232,640   207,049   184,274   185,314   157,542   136,733   118,985
64A WA    55,000   103,950   147,516   186,289   220,797   251,509   240,314   249,450   258,542   268,066
71  CA   320,000   288,000   259,200   233,280   209,952   188,957   190,109   167,641   150,620   135,541
81  CA    56,376    56,614    56,078    56,631    56,341    56,129    39,872    37,131    36,076    35,447
86  CA   112,500   103,500    95,220    87,602    80,594    74,147    74,604    67,658    62,187    57,209
90  CA   126,000   110,880    97,574    85,865    75,562    66,494    66,817    57,176    50,171    44,139
91  CA   480,000   432,000   388,800   349,920   314,928   283,435   285,163   251,462   225,930   203,312
101 CA       350       658       929     1,518     2,035     2,491     2,490     2,767     3,011     3,225
 Safeway
               -         -         -       400       760     1,084     1,638     2,181     2,647     3,064

       8,894,889 8,285,826 7,748,323 7,301,978 6,878,578 6,487,385 6,421,696 5,946,637 5,602,231 5,295,573

<CAPTION>

TABLE CONTINUED

                     Collected Premium
Program
#   State       Nov        Dec          Total
<S> <C>   <C>         <C>            <C>

12  CA      214,027     209,022       2,774,659
17  WA      187,168     181,823       2,300,210
19  AZ       34,600      33,222         545,927
21  CA      102,261      92,230       1,961,515
23  CA       82,647      70,250       2,223,569
28  GA        6,637       6,829          64,973
29  CA       16,808      17,446         153,847
37  OR      104,898      98,750       1,494,721
39  FL      (4,335)     (1,377)         597,025
44  TX       80,885      70,864       1,853,692
46  CA      167,686     157,625       2,632,032
59  CA       53,591      51,003         711,588
60  CA    2,257,948   2,084,970      38,843,164
60A CA      445,477     459,301       3,645,458
61  CA        5,718       5,146         111,332
62  AZ       81,292      73,147       1,567,283
62A AZ      119,409     120,993       1,021,968
63  OR       47,225      40,129       1,258,989
63A OR      174,250     170,335       1,659,912
64  WA      103,207      89,151       2,299,989
64A WA      271,680     270,447       2,523,560
71  CA      121,987     109,788       2,375,075
81  CA       33,535       30,990        551,218
86  CA       52,632       48,421        916,275
90  CA       38,842       34,181        853,702
91  CA      182,980     164,682       3,562,613
101 CA        3,414       3,580          26,469
 Safeway
              3,439       3,776          18,989

          4,989,908   4,696,727      78,549,752

</TABLE>

<PAGE>




                                  Schedule 2.6
                                   Facilities

A.       San Diego

INSpire will sublease to ACM the portion of the first floor  currently  occupied
by the claims operation. The current square footage of the claims area is 17,000
square  feet.  INSpire  will lease  this area to ACM for $18.00 per square  foot
resulting in an annual lease expense of $306,000.

The specified  area will be secured for ACM. The area has entry access from both
the front of the building  and the rear  parking lot.  Parking is located by the
back entrance. ACM can designate or reserve spaces as desired.

There are 12  offices  in the  specified  area.  ACM can use extra  offices  for
conference  space requested.  ACM may use the offices for any business  purpose.
INSpire will not provide access to its secured areas, but will provide reception
services for ACM and access to a shared break- room.

INSpire will allow ACM to sublease the space it leases from INSpire subject to a
right of first refusal. The lease will:

            o     Require  INSpire  to keep  the  reception  area in a neat  and
                  orderly condition
            o     Allow ACM to  prominently  display  its logo in the  reception
                  area subject to the approval of INSpire
            o     Allow ACM to display its logo on the outside of the building
            o     Allow ACM use of the break room as shared with INSpire
            o     Provide janitorial, maintenance and services: ACM will receive
                  the  same or  similar  services  to those  currently  provided
                  within the building. The sub-lease will cover this in detail.
            o     Require that ACM will pay for damages caused by its employees,
                  other than ordinary wear and tear.
            o     Require that prior to possession of the leased premises in San
                  Diego by ACM, INSpire will shampoo all carpeting in the leased
                  space, remove all items from all walls,  interior and exterior
                  office walls, and exterior cubicle walls, and repair any holes
                  in walls created by such removal. This includes the removal of
                  any bulletin boards, pictures,  posters, awards, and all other
                  items  attached to any wall or outside  cubicle wall,  whether
                  owned by INSpire or its employees.
         o        Require  that  INSpire must present the leased space to ACM on
                  the day of  possession  in a  clean,  orderly  and  maintained
                  condition.

B.       Portland

Subject to the consent of the  lessors,  ACM will  assume the  INSpire  lease in
Portland, and relieve INSpire of any further obligations thereunder. The current
annual  lease rate is $27,540.  INSpire  Insurance  shall  assign the  telephone
lines, fax lines and phone numbers to ACM.

C.       Sacramento

Subject to the consent of the  lessors,  ACM will  assume the  INSpire  lease in
Sacramento,  and relieve  INSpire of any  further  obligations  thereunder.  The
current  annual  lease  rate is  $72,900.  INSpire  Insurance  shall  assign the
telephone lines, fax lines and phone numbers to ACM.

<PAGE>


D.       Off-Site Storage

ACM will assume or terminate  off-site  storage in the  following  locations and
relieve INSpire of any further related obligations thereto.

Sorrento Roselle  $1,899 per month
Mira Mesa         $1,600 per month
PS Business Park  $4,474 per month



<PAGE>



                                  Schedule 2.7
                              Third Party Contracts


1.       Qestrel

The estimated monthly expense for services from Qestrel are $18,135.

2.       Mitchell Medical

The estimated monthly expense for services from Mitchell Medical are $7,500.




<PAGE>



                                  Schedule 5.2
                     Service Levels and Performance Credits


Introduction

Service Levels define the minimum  performance  criteria,  which can be measured
and  substantiated  by  historical  record,  to be met by INSpire in  performing
certain  Services  provided for in Agreement.  The Service Levels are defined in
Table A.

For the purposes of this Exhibit, the following definitions shall apply:

1.   System Availability means the production system/subsystem availability as a
     percentage  measurement determined by dividing actual minutes available for
     a system by the scheduled time available for use.

2.   Availability is calculated as follows:

     a.   Actual uptime minutes/schedule uptime minutes minus Excusable Downtime
          minutes.

3.   Excusable  Downtime  is defined as the  aggregate  number of minutes in any
     month during which any in scope  production  platform is not  available for
     use by ACM due to:

     a.  Scheduled  Downtime - the scheduled hours in any given month, for which
         both Parties  agree that a platform  will not be available  due to such
         things as preventive maintenance,  system upgrades, and Initial Program
         Loads (IPLs).  INSpire will make every effort to schedule such downtime
         in accordance with ACM's business processing needs.

     b.  Lost time for circumstances out of the control of INSpire.

     c.   Failure  of  ACM  to  perform  its  obligations  under  the  Agreement
          including actions or inactions by ACM.

4.   Occurrence  shall be defined as a single  event  that  affected  one or all
     Service Levels causing a Service Level Default.

5.   Service Level Default shall be deemed to occur whenever  INSpire's level of
     performance for a particular performance category fails to meet the monthly
     minimum percentage of availability.

6.   Weighted  Percentage will be the allocated  percentage of the total at risk
     amount, as defined in Table A.

7.   At Risk Amount is 5 percent of the total monthly base invoice charges which
     INSpire will pay for a total Service Level Defaults in that given month.

<PAGE>

8.   Reporting - Within  twenty-five  (25) days after each month's  performance,
     INSpire  shall  provide a summary  report to ACM that will include  current
     month  statistics and statistics on INSpire's  average monthly  performance
     (rolling 12 month period);

9.   Earn Back Approach. INSpire shall have earn back opportunities with respect
     to Service Level Credits as follows:

     a.  Within  twenty-five  (25) days after each Contract Year,  INSpire shall
         provide a report to ACM that will include, with respect to each Service
         Level for which there was a Service Level Default  during the preceding
         Contract Year, the following:

          o    statistics on INSpire's  average monthly  performance  during the
               preceding Contract Year;

          o    the average of INSpire's  average  monthly  performances  in that
               Service  Level  during  the  preceding   Contract  Year  ("Yearly
               Performance Average");

          o    and the total amount of Service Level Credits imposed for Service
               Level Defaults.

     b.  If,  during the  preceding  Contract  Year,  INSpire  achieved a Yearly
         Performance  Average  in a Service  Level as set forth in Table A, that
         was greater than, or equal to, the expected Service Level in effect for
         such Service Level during the preceding year, INSpire shall be relieved
         from paying Service Level credit assessed during the preceding Contract
         Year for Service Level Defaults in that Service Level.

     c.  If, during the preceding  Contract  Year,  ACM deletes a Service Level,
         INSpire  shall be relieved from paying  Service Level credits  assessed
         during the preceding  Contract Year for Service Level  Defaults in that
         Critical  Service Level only if the deletion was  effective  during the
         preceding Contract Year.

     d.  If the applicable  Service  Contract is terminated  prior to the end of
         the Term, the foregoing process shall be undertaken with respect to the
         portion of the Contract Year during which the Agreement was in effect.

     e.  Contract  Year shall mean each 12-month  period  following the Signing
         Date.

The method for  calculating a Service Level Default is an aggregate score of the
total  monthly  available  time (per the stated  measurement  window),  less the
downtime,  as it is related to each Service  Level  Requirement.  In  situations
where multiple  Service Level  Defaults  occur from the same incident,  ACM will
have the  right to  select  which  Service  Level is  utilized  for the  penalty
calculation.  The  following  is the Service  Level  Default  calculation  to be
utilized:

     (Monthly base invoice total x the At Risk Amount x Weighted Percentage)

A new Service Level can be created by first establishing a Service Objective.  A
Service Objective is a performance  criteria,  which cannot be substantiated but
both  parties  wish to measure in order to  establish  a new  Service  Level.  A
specific  Service  Level will be defined and  mutually  accepted  within six (6)

<PAGE>

months of  establishing  and  measuring  the Service  Objective.  Changes to the
Service Level schedule shall be in accordance with Section 5.3 of the Agreement.


<PAGE>


                       Table A. Service Level Requirements


<PAGE>

<TABLE>
<CAPTION>

Item No.      Service Level           Performance Tracking Metric                Service Level            Weighted Percentage
               Requirement
-------------------------------------------------------------------------------------------------------------------------------
   <S>   <C>                     <C>                                    <C>                                       <C>

   1     Application System      Monday - Friday                        98% availability                          25%
         Availability            0700 - 1800 (Pacific Time)
                                 Less Excusable Downtime.
-------------------------------------------------------------------------------------------------------------------------------
   2     Help Desk Average       Monday - Friday                        80% of all calls                          10%
         Speed of Answer         0700 - 1800 (Pacific Time)
                                 ACD Switch  statistics for the
                                 Lockheed  Martin shared customer
                                 service group.  Calls answered
                                 within 60 seconds.
-------------------------------------------------------------------------------------------------------------------------------
   3     Help Desk Abandon Rate  Monday - Friday                        <5% of all calls                          5%
                                 0700 - 1800 (Pacific Time)
                                 ACD Switch statistics for the
                                 Lockheed Martin shared customer
                                 service group, for calls abandoned
                                 after 30 seconds.
-------------------------------------------------------------------------------------------------------------------------------
   4     Desktop Problem         Monday - Friday                        85% of all reported desktop               10%
         Resolution Initiation   0800 - 1700 (Pacific Time)             problems
                                 2-hour  initial   response
                                 contact  with  the reporting
                                 user after problem ticket request for
                                 service  (as   documented   within
                                 the  Remedy problem tracking system).
-------------------------------------------------------------------------------------------------------------------------------
   5     Desktop Problem         Monday - Friday                        70% of all reported desktop               10%
         Resolution              0800 - 1700 (Pacific Time)             problems
                                 24-hour problem resolution (as         Resolution does not include
                                 documented within the Remedy problem   application problems which will
                                 tracking system), less Excusable       be prioritized by ACM to be
                                 Downtime.                              assigned to AGIA contracted
                                                                        resources.
-------------------------------------------------------------------------------------------------------------------------------
   6     Network Availability    Monday - Friday                        95% availability                          15%
                                 0700 - 1800 (Pacific Time)
                                 Less Excusable Downtime.
-------------------------------------------------------------------------------------------------------------------------------

<PAGE>

   7     Communications          Monday - Friday                        98% availability                          15%
         Phone System and ACD    0700 - 1800 (Pacific Time)
         availability            Less Excusable Downtime.
-------------------------------------------------------------------------------------------------------------------------------
   8     Print Delivery          Monday - Friday                        95%                                       10%
                                 Nightly batch cycle output, delivered
                                 by 0800 local time next business,
                                 less Excusable Downtime.
-------------------------------------------------------------------------------------------------------------------------------



</TABLE>