Exhibit 10.9
















                         PROFESSIONAL SERVICES AGREEMENT

                                 By and between

       INSPIRE INSURANCE SOLUTIONS, INC., Debtor and Debtor-in-Possession,

                    ARROWHEAD GENERAL INSURANCE AGENCY, INC.,

                                       And

                        ARROWHEAD CLAIMS MANAGEMENT, INC.

                            Dated as of May 14, 2002





<PAGE>



                         PROFESSIONAL SERVICES AGREEMENT


         THIS  PROFESSIONAL  SERVICES  AGREEMENT,  dated as of May 14, 2002 (the
"Signing Date"),  is by and between INSpire Insurance  Solutions,  Inc., a Texas
corporation,  and debtor and  debtor-in-possession  ("INSpire"),  and  Arrowhead
General Insurance Agency,  Inc., a Minnesota  corporation,  and Arrowhead Claims
Management,  Inc. (collectively "Customer").  INSpire and Customer are sometimes
collectively  referred to as the "Parties," and  individually as a "Party." This
Professional  Services Agreement,  together with the Schedules referenced herein
and attached hereto, are referred to as this "Agreement."

                                    RECITALS

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

         B. INSpire and Customer  desire to terminate the Policy  Administration
Agreement and to concurrently enter various new agreements, including a Software
License  Agreement and this Agreement  which will provide  Customer with certain
professional  services  required in order to maintain  and enhance the  software
systems  licensed by Customer  from INSpire (the  "Systems")  under the Software
License Agreement.

         C. This  Agreement  is being  entered into by INSpire and Customer as a
result of, and in consideration of, the termination of the Policy Administration
Agreement, INSpire's agreement to forgo revenue related to the trained technical
employees  that will be hired by Customer,  and  INSpire's  agreement to provide
upgrades to the Systems pursuant to the terms of the Software License Agreement.

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

         E. INSpire and Customer 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
Services  Agreement and the Claims  Management  Agreement is approved by a final
order of the Bankruptcy Court acceptable in form and substance to Customer.


                                       2
<PAGE>


                             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
                        PROFESSIONAL SERVICES;TERM; FEES

         Section 1.1 Services. Effective 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 in Section 9.20 herein (the  "Effective  Date") and during the Term
(as  defined  below),  INSpire  will  provide and make  available  to Customer a
certain number of experienced  computer software  professionals  ("Consultants")
each month (as defined below) to perform  services to maintain,  fix and improve
the Systems (the  "Services").  The Services to be provided under this Agreement
will be  delivered  pursuant  to the  specifications  set  forth  on  individual
statements  of work (the "Work  Orders"),  the template for which is attached as
Schedule 1.1. All terms and conditions of this Agreement apply to and govern all
Work Orders. The Services shall specifically not include services to be provided
by  INSpire to  Customer  to  complete  the "Spot  Report"  items that are to be
completed pursuant to the separate Software Licensing Agreement between Customer
and INSpire. In addition to the Services,  INSpire will provide to Customer such
other  professional  services as Customer may reasonably request in writing from
time to time  during the Term and with  respect to which the  Parties  will have
agreed to (a) the number of  dedicated  resources  or (b) the scope,  nature and
number of hours required to perform such services (the  "Additional  Services"),
which will  subsequently  be billed to Customer at the  Additional  Services Fee
Rates defined  below.  Customer may assume  certain of the Services from INSpire
upon terms and conditions which are  mutually-agreeable to the Parties and, with
respect to such  transferred  services,  the Parties have agreed that  INSpire's
costs associated with such services (the "Transferred  Services") shall be borne
by Customer  and then offset  against the  Services  Fee as set forth in Section
1.4(a).  In the event Services are  transferred,  the  Transferred  Services and
costs to be offset by Customer  will be  attached as a written  addendum to this
Agreement.

          Section  1.2 Term.  The term during  which  INSpire  will  provide the
Services to Customer  will  commence  on the  Effective  Date and will expire on
December  31,  2008 (the  "Expiration  Date"),  unless  extended  or  terminated
pursuant to the terms of this Agreement (the "Term").  The Expiration  Date will
be extended  automatically  for a period of one year unless  either  Party gives
written notice of  non-extension to the other Party at least six months prior to
the then current Expiration Date.

                                       3
<PAGE>


          Section  1.3  Services  Fee,  Number of Hours  Deliverable,  Quarterly
Minimums,  Hourly Fee Rates,  Volume  Based Fee  Reductions  and  Service  Level
Penalties.

                  (a) Services Fee. During the first year of the Term,  Customer
will pay to INSpire for the performance of the Services a fee of $400,000, which
will be payable in twelve equal  monthly  installments.  After the first year of
the Term and until the  Expiration  Date,  Customer  will pay to INSpire for the
performance  of the Services a fee which will be payable  monthly and calculated
by multiplying (i) the amount of Written Premium processed on the Systems in the
immediately  preceding  month,  by (ii) 1.9% which  shall be subject to a Volume
Based Fee Reduction as set forth in  Subsection  (f)  hereunder  (the  "Services
Fees").  For the purposes of this  Agreement,  "Written  Premium"  will mean the
aggregate amount of private passenger automobile,  commercial general liability,
commercial inland marine, and commercial automobile premiums paid to Customer by
insureds  during a  particular  time  period.  The  Services Fee will be due and
payable  in  arrears  on the last day of the  month  following  the close of the
calendar month in which the Services were performed.

                  (b)  Services.  In return for the  Services Fee and during the
Term,  INSpire will  provide to Customer (i) updates to the Systems  pursuant to
the terms of the  Software  License  Agreement  and (ii) a  dedicated  number of
Consultants.  During  the first  twelve  months  of the Term of this  Agreement,
INSpire  shall assign two dedicated  Consultants  to Customer.  Thereafter,  the
number of dedicated Consultants to be provided by INSpire shall be calculated as
follows:  Customer will receive one  dedicated  Consultant if there are over $12
million (on an annualized  basis) of Written Premium subject to the Services Fee
plus on additional  dedicated  Consultant for each additional $12 million (on an
annualized  basis) of  Written  Premium  subject  to the  Services  Fee over $12
million  and up to $120  million  (on an  annualized  basis) of Written  Premium
subject to the Services Fee plus one  additional  dedicated  Consultant for each
additional $15.5 million (on an annualized  basis) of Written Premium subject to
the Services Fee thereafter. The dollar values set forth in this paragraph shall
increase 5% per year during the Term beginning with the third year of the Term.

                  (c) Quarterly  Minimums.  During each calendar  quarter of the
Term,  the Services Fee payable each month will not be less than an amount equal
to 80% of the  average  monthly  Services  Fee  paid  in the  immediately  prior
calendar  quarter.  During the Term,  the  Services  Fee paid by Customer in any
month will never be lower than $50,000.

                  (d) Staff  Planning  and  Adjustments.  Customer  will provide
INSpire a six-month  premium forecast on a quarterly basis by which INSpire will
plan and adjust staffing. Such forecast shall be delivered to INSpire within ten
(10)  days  of  the  Effective  Date  and on or  before  each  calendar  quarter
thereafter.  If Written  Premium exceeds the forecast to the extent that INSpire
should have added a Consultant(s) based on the formula defined in Subsection (b)
above,  then  INSpire will credit the  Customer  for such  unutilized  resources
against  any  Additional  Services  requested  by Customer  during the Term.  If
Written Premium does not meet the forecast to the extent that INSpire would have
removed a  Consultant  from the team,  then  Customer  will pay for the Services
delivered as Additional Services.

                                       4
<PAGE>

                  (e) Additional  Services Fee Rates.  During the Term, Customer
will pay INSpire for the performance of the Additional  Services pursuant to one
of the two following options:

                           (i) Should  Customer elect  to use a Consultant for a
defined  term of not less than  three  calendar  months,  Customer  will pay the
following  monthly rates for  Consultants:  $13,000 for work performed by a Base
Rate  Professional,  $15,000 for a Business Rate  Professional and $18,000 for a
Lead Rate  Professional.  These rates will  increase 5% per year during the Term
beginning with the third year of the Term.

                           (ii)  Customer may elect to retain Consultants  on an
hourly  basis at the  rates set  forth on  Schedule  1.3(e).  These  rates  will
increase 5% per year during the Term beginning with the third year of the Term.

For the purposes of this Agreement,  a "Base Rate  Professional" is defined as a
business  analyst or systems  programmer  level  individual,  a  "Business  Rate
Professional"  is  defined  as a systems  analyst,  senior  business  analyst or
project  supervisor  and a "Lead  Rate  Professional"  is  defined  as a project
manager, business consultant or technical architect. Customer's minimum required
qualifications for INSpire's Consultants is set forth on Schedule 1.3(e).

                  (f)  Volume  Based Fee  Reductions.  Customer  will  receive a
reduction in the Services Fee based upon  achieving  certain  volumes of Written
Premiums processed on the Systems per calendar year as follows:

Range of Annual Written Premiums     Services Fee Percentage for Indicated Range
(i)   Up to$120  million                  1.9% of Written  Premium
(ii)  $120 - $140  million                1.8% of Written  Premium
(iii) $140 - $160 million                 1.7% of Written  Premium
(iv)  $160 - $200  million                1.6% of Written  Premium
(v)   Over $200  million                  1.5% of Written Premium

                  (g) Taxes.  Customer  will pay all tariffs and taxes,  however
designated or levied,  now existing or imposed in the future that are applicable
to the Services or the Services  Fee.  Such tariffs and taxes  include state and
local privilege and excise taxes, sales, use and personal property taxes and any
other  tariff  or tax  based on  Services  performed,  equipment  used,  and the
communication or storage of data.  Notwithstanding the foregoing,  Customer will
not be  responsible  for, and INSpire will pay (i) any franchise or income taxes
based upon the income or INSpire,  (ii) any personal  property or similar  taxes
based upon the personal or real property  owned or leased by INSpire and used in
the performance of the Services,  and (iii) Texas state sales taxes payable as a
result of the Services Fee due to INSpire under this Agreement.

                  (h) Service  Level  Penalties.  During the Term,  INSpire will
provide  Services to Customer  pursuant to specific  Work Orders and the Service
Levels  defined in Section  2.1(a) below.  In the event INSpire fails to deliver
each Work Order item to Customer for Acceptance  Testing  (defined below) by the
Implementation  Date at least 90% of the time during any calendar quarter, or if
the Work Orders do not pass  Acceptance  Testing at least 90% of the time during
any calendar  quarter,  Customer shall be entitled to receive a penalty  payment

                                       5
<PAGE>

from INSpire for each Work Order that does not meet the Service  Levels equal to
the lesser of $5,000 or the cost of completing the Spot Report Item, which shall
be calculated by  multiplying  the number of hours required to complete the Spot
Report Item by $115 (the  "Service  Level  Penalty").  The Service Level Penalty
shall not be assessed if Customer fails to meet any of its obligations set forth
in the Work Order or any amendment thereto. Service Level Penalties shall not in
the  aggregate  exceed 15% of the Services  Fee.  Payment of such Service  Level
Penalties will not in any way limit,  restrict or relieve any Party of liability
for any breach of this  Agreement.  Customer  may offset,  upon thirty (30) days
notice to  INSpire,  the Service  Level  Penalties  owed by INSpire  against the
Services Fees payable by Customer to INSpire. In the event that INSpire believes
that Service Level  Penalties have been improperly  offset by Customer,  INSpire
shall have full  recourse to all  remedies  provided  for in Article VII of this
Agreement.

                  (i) Acts Beyond Control. If an event described in Section 8.14
of this Agreement  [Force Majeure  clause] impacts  INSpire's  ability to meet a
Service  Level,  then  INSpire  will not be  penalized  for failing to meet that
Service  Level to the extent that such event has affected  INSpire's  ability to
meet its obligations.

                  (j)  Interest  on Past  Due  Payments.  Any  sum  due  INSpire
pursuant to this  Agreement that is not paid by the date on which payment is due
shall bear interest from that date until the date such sum is paid at the lesser
of 1.5  percent  per  month  or the  maximum  rate  of  interest  allowed  under
applicable  law.  Customer  will also pay INSpire for any  reasonable  expenses,
including  attorney's fees, incurred by INSpire in the collection of any amounts
due and payable under this Agreement.

                  (k) Electronic  Funds Transfer.  INSpire will provide Customer
bank routing  information.  All payments are to be via Electronic Funds Transfer
(EFT),  unless  otherwise  agreed to in writing by the  Parties,  to the account
specified in Writing by INSpire.

                  (l) Payment of Undisputed  Amounts. In the event that there is
an amount in dispute,  Customer is still obligated to pay all undisputed amounts
on all invoices.

                  (m) Transfer Fee for Sale of  Customer's  Personal Auto Claims
Servicing  Business.  For a period of four (4) years from the Effective  Date of
this  Agreement,  Customer  will pay to INSpire  Fifty  Percent (50%) of the net
proceeds from the sale of the existing personal auto claims servicing  business.
Net proceeds shall be the proceeds from the sale less the customary  third party
closing costs of selling the business,  including brokers' fees. Such fees shall
be due and  payable  upon  receipt by  Customer  of the  purchase  price.  As an
example,  if Customer  sells the auto claims  business for $1,000,  then INSpire
will  receive  $500  from  Customer  at the time of  Customer's  receipt  of the
proceeds  of sale.  If  Customer  completes  the sale of  personal  auto  claims
servicing  business,  then Customer may terminate  this  Agreement  upon one (1)
day's notice  after  receipt by INSpire of Fifty  Percent  (50%) of the proceeds
from such sales.

                                       6
<PAGE>

         Section 1.4 Policy Processing and Administration Agreement; Sublease of
Premises; Software License Agreement; Asset Purchase Agreement and Comprehensive
Preferred Escrow Agreement, and Claims Administration Agreement.

                  (a) Policy Processing and Administration Agreement. Concurrent
with the  execution of this  Agreement,  and as a condition to it,  Customer and
INSpire  will  enter  into  a  separate  Policy  Processing  and  Administration
Agreement  by  which  INSpire  will  provide   certain  policy   processing  and
administration services to Customer.

                  (b) Sublease of  Premises.  Concurrent  with the  execution of
this Agreement, and as a condition to it, Customer and INSpire will enter into a
separate  Sublease by which INSpire shall sublease  office  premises  located at
6055 Lusk Boulevard, San Diego, to Customer.

                  (c) Software License Agreement.  Concurrent with the execution
of this  Agreement,  and as a condition  to it,  Customer and INSpire will enter
into a separate Software License Agreement by which INSpire will license certain
software systems to Customer.

                  (d) Asset Purchase Agreement. Concurrent with the execution of
this Agreement, and as a condition to it, Customer and INSpire will enter into a
separate Asset  Purchase  Agreement by which INSpire will sell certain assets to
Customer and Customer will purchase such assets from INSpire.

                  (e) Comprehensive Preferred Escrow Agreement.  Concurrent with
the execution of this Agreement,  and as a condition to it, Customer and INSpire
will enter into  separate  Comprehensive  Preferred  Escrow  Agreement  by which
Inspire  will  maintain  in escrow a copy of the object code and source code for
the latest version of INSpire's  software  incorporated  in the System in use by
Customer.

                  (f)  Claims  Administration  Agreement.  Concurrent  with  the
execution  of  this  Agreement,  and  as a  condition  to it,  Arrowhead  Claims
Management,  Inc. ("ACM"), INSpire and INSpire Claims Management, Inc. ("INSpire
Claims")  will enter into  separate  Claims  Administration  Agreement  by which
INSpire and INSpire Claims will provide certain claims  administration  services
to ACM.

                                   ARTICLE II
                             PERFORMANCE OF SERVICES

         Section 2.1  Service  Levels.  During the Term,  INSpire  will  provide
Services to Customer  pursuant to  specific  Work Orders and will  deliver  such
Services that meet the specifications set forth on the Work Orders (the "Service
Levels") and by the date set forth thereon (the "Implementation Date"). Customer
will test the  Services  provided  by  INSpire  pursuant  to each Work  Order in
accordance with mutually-agreeable test plans and test cases to ensure that they
meet the specifications set forth on the Work Order (the "Acceptance  Testing").
INSpire shall use commercially reasonable efforts to provide Additional Services

                                       7
<PAGE>

as requested by Customer.  INSpire will provide Services under this Agreement in
accordance with the Service Levels.

         Section 2.2 Evaluation and Review  Process.  During the Term,  Customer
will evaluate  INSpire based upon its performance and the timely delivery of the
Service Levels.

         Section 2.3 Property Rights

                  (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 created or developed in connection
with or as a result of the performance of the Services.

                  (b) INSpire's Property. Subject to the foregoing, INSpire 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 in  connection  with,  as a result of or incident to the
performance of the Services.

         Section 2.4 Customer's  Performance  Obligations and  Acknowledgements.
INSpire's  performance  of the Services  require the support and  cooperation of
Customer. As such, Customer agrees and acknowledges as follows:

                  (a) Provide  Information and Material.  Customer will provide,
in a timely manner and in a format  reasonably  acceptable to INSpire,  the data
and  materials  in its sole  possession  necessary  for  INSpire to perform  the
Services.

                  (b) Access to Third  Party  Software.  Customer  will  provide
INSpire access to all software necessary for INSpire to perform the Services.

         Section  2.5  Maintenance  of  Documents  and  Files.  During the Term,
INSpire will maintain  detailed  written records and  documentation  of all work
performed on behalf of  Customer.  INSpire  will not destroy  these  records and
documents without the written  permission of Customer for a period of five years
from the date such work product is first provided to Customer.

         Section  2.6  Insurance.   During  the  Term,   INSpire  will  maintain
professional  liability insurance under a current and paid up policy,  effective
as of  the  Effective  Date,  issued  by an  insurer  reasonably  acceptable  to
Customer,  which insurance will have a policy limit of no less than  $1,000,000.
If INSpire  fails to maintain  coverage or incurs a lapse in coverage,  Customer
may purchase  coverage (at  INSpire's  expense) in the amount set forth  herein.
INSpire  will provide a copy of said  insurance  policy to Customer and annually
provide to Customer a  certificate  of insurance  issued by  INSpire's  carrier.
Customer  will be named as an  additional  insured  under  INSpire's  errors and
omissions insurance policy.


                                       8
<PAGE>


                                   ARTICLE III
                               PROPRIETARY RIGHTS

         Section 3.1 Proprietary Rights.  None of the professional  services and
work performed by INSpire under this Agreement  shall be deemed to be "work made
for hire" and Customer agrees that all right,  title and interest in and to such
services and work product  belongs to and is the exclusive  property of INSpire.
Customer agrees to execute any reasonable and appropriate documents necessary to
release  any claims it may have to such work  product  and to confirm  that such
services and work property are the exclusive property of INSpire

         Section  3.2  Derivative   Works.  Any   development,   enhancement  or
modification  to the System  made by INSpire on behalf of  Customer  will be the
sole property of Customer if the words  "Proprietary  Product of Arrowhead"  are
included in the relevant Work Order.  INSpire may independently  develop similar
functionality  as long as no members  of the team that  developed  the  original
modification  for the Customer develop the similar  functionality.  INSpire will
only be prohibited from developing similar functionality if the words "Exclusive
Intellectual Property" are included in the relevant Work Order. In no case, will
INSpire be prohibited  from  developing  similar  functionality  after 24 months
subsequent to the delivery of the Work Order to the Customer.

                                   ARTICLE IV
                                 CONFIDENTIALITY

         Section 4.1  Definitions.  For purposes of this  Article the  following
definitions will apply:

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

                  (b)  "INSpire   Group"  means   INSpire  and  INSpire   Claims
Management, Inc. and their respective affiliates, parent entities, subsidiaries,
agents, directors, officers, employees, accountants, 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. 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

                                        9
<PAGE>

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 4.2  Nondisclosure.  The Parties hereby agree as follows:

                  (a) Use of Information.  All Confidential  Information will be
used  solely for the purpose of  performing  of 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 4.3 No  Solicitation.  Each Party agrees that without the other
Party's prior written consent, neither such Party nor any of its affiliates will
solicit for  employment,  employ or  otherwise  contract for the services of any
person who is now employed by the other Party, for a period of one year from the
Effective  Date,  provided  that  this  paragraph  shall  not  apply to  general
commercially  published  solicitations  for  employment  by a Party or responses
thereto  by  employees  of the  other  Party or to the  hiring of  employees  as
contemplated by the definitive  agreements  pursuant to which this Agreement was
executed.

          Section 4.4 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

                                       10
<PAGE>

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 the paragraph.

          Section 4.5 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 such writings prepared by the Receiving Party or its
Representatives based upon 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 the destruction.

          Section 4.6 Remedies for Breach. The Parties acknowledge that a breach
of the covenant of  confidentiality  contained in this  Agreement will 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
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  further  relief,  including  monetary  damages,  as
provided by law.

                                    ARTICLE V
                      TRADE SECRETS AND PROPRIETARY RIGHTS

         Section 5.1 No Rights to Software.  Notwithstanding  any use by INSpire
of  any  proprietary  computer  software  programs  in  the  performance  of the
Services,  neither this Agreement nor the performance of the Services  hereunder
will be  construed  as a grant  of a  license  or any  other  interest  in or to
INSpire'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
the  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  top  transmit,  copy,
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

                                       11
<PAGE>

any part of the Services,  Customer will  immediately  notify INSpire and return
such computer software programs and all copies of any kind thereof to INSpire.

         Section 5.2  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 5.3 Survival.  THE OBLIGATION OF THE PARTIES UNDER THIS ARTICLE
V AND ARTICLE IV WILL CONTINUE AFTER THIS AGREEMENT EXPIRES OR IS TERMINATED.

                                   ARTICLE VI
                                   TERMINATION

         Section 6.1 Termination of Agreement.  This Agreement may be terminated
prior to the Expiration Date as follows:

                  (a) by the  non-breaching  Party  upon a 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
specifying  the breach to commence  curing the default  and  thereafter  fail to
proceed with all reasonable diligence to cure substantially the default; or

                  (b) by a Party  in the  event  (i)  the  other  Party  makes a
general  assignment  for the benefit of creditors,  (ii) the other Party files a
voluntary  petition in  bankruptcy or petitions  for  reorganization  or similar
arrangement  under the bankruptcy  laws,  excepting the Bankruptcy Case, (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,  (iv) a
receiver or trustee is appointed  for all or any part of the property and assets
of the other  Party,  or (v) the  Bankruptcy  Case is  converted to a case under
Chapter 7 of the Bankruptcy Code; or

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

         Section 6.2 Procedure Upon Expiration or  Termination.  Upon expiration
or termination of this Agreement:

                                       12
<PAGE>

                  (a) INSpire will promptly return to Customer any documentation
or information proprietary to Customer;

                  (b) INSpire will provide promptly to Customer, without charge,
a current and complete historical tape backup of all data files;

                  (c) Such expiration or termination  will not in any way limit,
restrict or relieve any Party of liability for any breach of this Agreement; and

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

                                   ARTICLE VII
                      REMEDIES AND LIMITATION OF LIABILITY

         Section  7.1   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   7.2   Limitation   Acknowledgement.   Each  Party   expressly
acknowledges  that the  limitations  set forth in this Article VII represent the
express agreement of the Parties with respect to the allocation of risks between
the Parties,  including the level of risk to be associated  with the performance
of the  Services as related to the amount of the  payments to be made to INSpire
for such Services, and each party fully understands and irrevocably accepts such
limitations.

         Section  7.3 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.

                                       13
<PAGE>

                                  ARTICLE VIII
                       ARBITRATION AND EQUITABLE REMEDIES

         Section 8.1 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.

         Section 8.2 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 8.3 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

                                       14
<PAGE>

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 8.4 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 8.5 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.

         Section 8.6 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 8.7 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 8.8 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 8.9  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 IX
                                  MISCELLANEOUS

         Section 9.1 Amendment. No amendment of this Agreement will be effective
unless in writing signed by the Parties.

         Section 9.2 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 9.3 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.

                                       15
<PAGE>

         Section  9.4  Expenses.  Each  Party  will bear its own  expenses  with
respect to the negotiation and preparation of this Agreement.

         Section 9.5 Governing  Law. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS
OF THE STATE OF  DELAWARE  REGARDLESS  OF THE LAWS THAT MIGHT  OTHERWISE  GOVERN
UNDER THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE.

         Section 9.6 No Assignment. No Party may assign its benefits or delegate
its duties under this  Agreement  without the prior  consent of the other Party.
Any attempted  assignment or delegation without such prior consent 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 such Party may similarly assign such rights.

         Section 9.7 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 9.8  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
                                        INSpire Insurance Solutions, Inc.
                                        300 Burnett Street
                                        Fort Worth, Texas 76012
                                        Phone: 817-348-3999
                                        Fax: 817-348-3787


                                       16
<PAGE>


With a copy to:                         Mr. Steve Leshin
                                        Jenkens & Gilchrist, P.C.
                                        1445 Ross Avenue, Suite 3200
                                        Dallas, Texas 75202
                                        Phone:  214-855-4500
                                        Fax:  214-855-4300

Customer:                               Attn: Chief Executive Officer
                                        Arrowhead General Insurance Agency, Inc.
                                        402 West Broadway, Suite 1600
                                        San Diego, California 92101
                                        Phone: 619-677-5213
                                        Fax: 619-677-5298

         And:                           Attn: Chief Executive Officer
                                        Arrowhead Claims Management, Inc.
                                        501 West Broadway, Suite 790
                                        San Diego, California 92101
                                        Phone: 619-744-5007
                                        Fax: 619-744-8764

         Section 9.9 Public  Announcements.  The Parties will agree on the terms
of any press releases or other public  announcements  related to this Agreement,
and will  consult  with each other  before  issuing any press  releases or other
public  announcements  related to this Agreement;  provided,  however,  that any
Party may make a public  disclosure if in the opinion of such Party's counsel it
is  required  by law or the rules of any  applicable  stock  exchange  or dealer
quotation  system to make such  disclosure.  The  Parties  agree,  to the extent
practicable,  to consult with each other regarding any such public  announcement
in advance  thereof.  The Parties may,  however,  include the other Party on any
general  customer  lists or in  presentations  that  include  a list of  current
customers.

         Section  9.10  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 9.11  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 9.12  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

                                       17
<PAGE>

or otherwise,  if such  assignment of other transfer is not otherwise  permitted
under this Agreement.

         Section  9.13  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 9.14 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 9.15 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 9.16 Attorneys' Fees. In the event of any action,  arbitration,
claim,  proceeding or suit between  Customer and INSpire 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 9.17  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  9.18  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 9.19  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 9.20 Condition of Bankruptcy Court Approval.  This Agreement is
expressly  conditioned upon INSpire  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 Software
License Agreement,  the Asset Purchase  Agreement,  the Comprehensive  Preferred
Escrow Agreement and the Claims  Administration  Agreement  concurrently entered

                                       18
<PAGE>

into between members of the INSpire Group, debtor and debtor-in-possession,  and
the  Arrowhead  Group,  all  without  amendment  or  modification,  unless  such
amendment or modification  is approved in writing by all of the Parties,  within
forty-five  days  after the date this  Agreement  is entered  into;  and (b) the
termination of the Policy  Administration  Agreement,  the Claims Administration
Services Agreement and the Claims Management  Agreement.  The final order of the
Bankruptcy Court shall 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]





                                       19
<PAGE>




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


INSpire:                            INSPIRE INSURANCE SOLUTIONS, INC., and
                                    Debtor and Debtor-in-Possession



                                    By:________________________________
                                       Richard Marxen, President & CEO


Customer:                           ARROWHEAD GENERAL INSURANCE AGENCY, INC.



                                    By:________________________________
                                       Kieran A. Sweeney, President & CEO



                                    ARROWHEAD CLAIMS MANAGEMENT, INC.



                                    By:_________________________________
                                       Kevin McDonald, President




                                       20
<PAGE>


Schedule 1.1 - Work Orders

TEMPLATE WORK ORDERS WILL BE ATTACHED






                                       21
<PAGE>



Schedule 1.3(e) - Minimum Requirements For Consultants

Quality  Assurance  people  must  have a  minimum  of  five  years  of  relevant
experience.  One of those  years must be on the  portion of the System  they are
being asked to work on. Rate to be paid by Customer for Quality Assurance people
will be $100 per hour.

Business Analysts must have a minimum of five years of relevant experience.  One
of those years must be on the portion of the System they are being asked to work
on. Rate to be paid by Customer for Business Analysts will be $100 per hour.

Programmers  and  Programmer  Analysts  must  have a  minimum  of five  years of
relevant  experience.  One of those  years must be on the  portion of the System
they are being asked to work on. Rate to be paid by Customer for  Programmer and
Programmer Analysts will be $100 per hour.

System Analysts must have a minimum of seven years of relevant  experience.  One
of those years must be on the portion of the System they are being asked to work
on. Rate to be paid by Customer for Systems Analysts will be $120 per hour.

Senior  Business  Analysts  must  have a  minimum  of seven  years  of  relevant
experience.  One of those  years must be on the  portion of the System  they are
being asked to work on. Rate to be paid by Customer for Senior Business Analysts
will be $120 per hour.

Project  Supervisors must have a minimum of seven years of relevant  experience.
One of those  years must be on the portion of the System they are being asked to
work on. Rate to be paid by Customer  for Project  Supervisors  will be $120 per
hour.

Project Managers must have a minimum of ten years of relevant experience. One of
those  years must be on the  portion of the System  they are being asked to work
on. Rate to be paid by Customer for Project Managers will be $148 per hour.

Business  Consultants  must have a minimum of ten years of relevant  experience.
One of those  years must be on the portion of the System they are being asked to
work on. Rate to be paid by Customer for Business  Consultants  will be $148 per
hour.

Technical  Architects  must have a minimum of ten years of relevant  experience.
One of those  years must be on the portion of the System they are being asked to
work on. Rate to be paid by Customer for Technical  Architects  will be $148 per
hour.

If  Customer is  unsatisfied  with the  services  performed  by any  Consultant,
INSpire will stop that  Consultant from providing any more services for Customer
(other than  providing  transition  information to his or her  replacement)  and
replace the Consultant  with another  employee within thirty (30) business days.

                                       22
<PAGE>

The one year experience  requirement  referenced above may be waived by Customer
upon  written  request by  INSpire,  and such  waiver  will not be  unreasonably
withheld by Customer.

These rates subject to increase pursuant to Section 1.3(e) of Agreement.












                                       23