Exhibit 10.1


                            MASTER SERVICES AGREEMENT

                                     Between

                        INSpire Insurance Solutions, Inc.

                                       and

                Each Millers Entity Executing a Service Addendum

                            Dated as of [12-30], 1999




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



<PAGE>

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                                                                                                                Page
<S>                 <C>                                                                                          <C>

ARTICLE I.          TERMS OF ENGAGEMENT FOR SERVICES..............................................................1
   Section 1.1            Terms and Conditions; Service Addendum..................................................1
   Section 1.2            Engagement to Provide the Addendum Services.............................................8
   Section 1.3            Exclusivity of the Addendum Services....................................................8
   Section 1.4            Addendum Service Fees; Adjustment and Discount of Addendum
                          Service Fees............................................................................8
   Section 1.5            Taxes..................................................................................10
   Section 1.6            Right of First Refusal for Additional Services.........................................10

ARTICLE II.         REPRESENTATIONS AND WARRANTIES OF EACH CUSTOMER..............................................11
   Section 2.1            Corporate Status; Qualification........................................................11
   Section 2.2            Corporate Power and Authority..........................................................11
   Section 2.3            Enforceability.........................................................................11
   Section 2.4            No Conflict; Consents..................................................................12
   Section 2.5            Infringement...........................................................................12

ARTICLE III.        REPRESENTATIONS AND WARRANTIES OF INSPIRE....................................................12
   Section 3.1            Corporate Status; Qualification........................................................12
   Section 3.2            Corporate Power and Authority..........................................................12
   Section 3.3            Enforceability.........................................................................12
   Section 3.4            No Conflict; Consents..................................................................12
   Section 3.5            Year 2000..............................................................................13
   Section 3.6            Infringement...........................................................................13

ARTICLE IV.         PERFORMANCE OF THE ADDENDUM SERVICES.........................................................13
   Section 4.1            Designated Representatives.............................................................13
   Section 4.2            Evaluation and Review Process..........................................................13
   Section 4.3            Access to Records and Facilities.......................................................13
   Section 4.4            Ownership of Property..................................................................14
   Section 4.5            Customer's Performance Obligations and Acknowledgements................................14
   Section 4.6            Maintenance of Documents and Files.....................................................14
   Section 4.7            Ultimate Discretion....................................................................15
   Section 4.8            Mail Received..........................................................................15
   Section 4.9            Service Error..........................................................................15
   Section 4.10           Year 2000 Compliance...................................................................15

ARTICLE V.          CONFIDENTIALITY..............................................................................16
   Section 5.1            Nondisclosure..........................................................................16
   Section 5.2            No Solicitation or Hiring..............................................................16
   Section 5.3            Required Disclosure....................................................................16
   Section 5.4            Remedies for Breach....................................................................17
   Section 5.5            Survival...............................................................................17

ARTICLE VI.         TRADE SECRET AND PROPRIETARY RIGHTS..........................................................17
   Section 6.1            No Rights to Software..................................................................17
   Section 6.2            Nondisclosure..........................................................................17
   Section 6.3            Survival...............................................................................17

ARTICLE VII.        TERMINATION..................................................................................17
   Section 7.1            Temination of Agreement................................................................17
   Section 7.2            Procedure Upon Expiration and Termination..............................................18

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<PAGE>

ARTICLE VIII.       REMEDIES AND LIMITATION OF LIABILITY.........................................................19
   Section 8.1            Indemnification of the Parties.........................................................19
   Section 8.2            Liability Limitation...................................................................19
   Section 8.3            Notice of Claim........................................................................20

ARTICLE IX.         ARBITRATION..................................................................................21
   Section 9.1            Condition Precedent....................................................................21
   Section 9.2            Choosing the Arbitrators...............................................................21
   Section 9.3            Procedure..............................................................................21
   Section 9.4            Costs..................................................................................21

ARTICLE X.          MISCELLANEOUS................................................................................21
   Section 10.1           Amendment..............................................................................21
   Section 10.2           Counterparts...........................................................................22
   Section 10.3           Entire Agreement.......................................................................22
   Section 10.4           Expenses...............................................................................22
   Section 10.5           Governing Law..........................................................................22
   Section 10.6           No Assignment..........................................................................22
   Section 10.7           No Third Party Beneficiaries...........................................................22
   Section 10.8           Notices................................................................................22
   Section 10.9           Public Announcements...................................................................23
   Section 10.10          Representation by Legal Counsel........................................................23
   Section 10.11          Severability...........................................................................23
   Section 10.12          Successors.............................................................................23
   Section 10.13          Time of the Essence....................................................................23
   Section 10.14          Waiver.................................................................................23
   Section 10.15          Force Majeure..........................................................................23
   Section 10.16          Attorney's Fees........................................................................24
   Section 10.17          Relationship of the Parties............................................................24
   Section 10.18          Drafting...............................................................................24
   Section 10.19          Headings...............................................................................24
</TABLE>

    APPENDIX A            Definitions and Interpretations

    SCHEDULE 1.4(e)       Service Levels

    EXHIBIT 1.1           Form of Service Addendum

    SERVICE ADDENDUMS

         Service  Addendum 1.1.1 - Millers  Specialty
         Service Addendum 1.1.2 - Millers  Florida  - Policy
         Service  Addendum  1.1.3 - Millers - Claims
         Service  Addendum  1.1.4 - Millers  Florida - Claims
         Service  Addendum 1.1.5 - Millers MGA - IT
         Service Addendum 1.1.6 - Millers - Nobel




                                       ii
<PAGE>


                            MASTER SERVICES AGREEMENT

         THIS MASTER SERVICES  AGREEMENT  (together with Appendix A, Exhibit 1.1
and  each  Service  Addendum  executed  on  or  after  the  date  hereof,   this
"Agreement"),  dated as of [12-30], 1999 (the "Signing Date), is between INSpire
Insurance  Solutions,  Inc., a Texas corporation  ("INSpire"),  and each Millers
entity that  executes a Service  Addendum  on or after the Signing  Date (each a
"Customer"). INSpire and each Customer are sometimes collectively referred to as
the "Parties," and individually referred to as a "Party."

                             PRELIMINARY STATEMENTS

         A. Each Customer desires INSpire to provide certain policy,  claims and
other administration  services to Customer,  and INSpire desires to provide such
services to each Customer.

         B. Each Party is willing to provide  for such  services  in  accordance
with the terms and conditions set forth in this Agreement.

         C.  Capitalized  terms used in this Agreement are defined or indexed in
Appendix A. Appendix A is incorporated into this Agreement by this reference.

                             STATEMENT OF AGREEMENT

         NOW, THEREFORE,  in consideration of the preliminary statements 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.
                        TERMS OF ENGAGEMENT FOR SERVICES

Section 1.1        Terms and Conditions; Service Addendum.

         (a) General Applicability of this Agreement.  This Agreement sets forth
the  terms  and  conditions  applicable  to each  Service  Addendum.  A  Party's
execution  of a  Service  Addendum  will  be  deemed  to  be  such  Party's  (i)
acknowledgement  and  acceptance of the terms and  conditions  set forth in this
Agreement  and (ii)  execution  and  delivery of this  Agreement.  If a conflict
exists  between  the terms and  conditions  of this  Agreement  and any  Service
Addendum,  then the terms and conditions set forth in such Service Addendum will
prevail.

         (b) Service  Addendum.  Each Service  Addendum will be in substantially
the form attached to this  Agreement as Exhibit 1.1. Each Service  Addendum will
specify,  among other  things,  (i) the date on which such Service  Addendum was
executed,  (ii) the parties to such Service  Addendum,  (iii) the services to be
provided by INSpire pursuant to such Service Addendum (the "Addendum Services"),
(iv) the time period  during which  INSpire  will perform the Addendum  Services
(the  "Addendum  Term"),  (v)  the  fees  payable  by  Customer  to  INSpire  in
consideration  of the Addendum  Services (the "Addendum  Service Fees") and (vi)
any other terms and conditions applicable to such Service Addendum. Each Service
Addendum  will  constitute a separate,  distinct and  independent  agreement and
contractual obligation of the Parties executing such Service Addendum.

                                       1
<PAGE>

         (c)  Policy  Administration  Services.  If  policy  services  are to be
provided  pursuant to a particular  Service  Addendum,  then,  unless  otherwise
specifically  noted in such  Service  Addendum,  that Service  Addendum  will be
deemed  to  require  the  policy  administration  services  set  forth  in  this
subsection. Specifically, INSpire will:

                  (i)  provide  the  technical  and  administrative  services to
support the acquisition of policies;

                  (ii) provide the necessary functions to satisfy all applicable
insurance department  instructions for the specific services provided under this
Agreement;

                  (iii) develop  expert system rules to  incorporate  Customer's
desired risk profiles. Each Party acknowledges and understands that INSpire will
not be defining any underwriting guidelines for any Customer;

                  (iv)   issue   Customer's    policies,    process    renewals,
cancellations,  and  reinstatements.   INSpire  will  use  such  non-renewal  or
cancellation  notices  as  may be  required  by  policy  wording  or  regulatory
authority. Customer will advise INSpire of appropriate wording;

                  (v)  process  invoices  for  additional  premiums  and renewal
bills;

                  (vi) process refunds for return premiums;

                  (vii)  handle  inquiries  from  Producers,  insureds,  premium
finance  and  mortgage   companies  and  other   relevant  third  parties  (e.g.
mortgagees);

                  (viii) provide data processing  support for policy processing,
including imaging of documents, data entry; editing, expert system underwriting,
electronic workflow,  rating, coding, reporting,  accounting, and maintenance of
policy records;

                  (ix) insure that  personnel  assigned to support  Customer are
appropriately  licensed and trained and are provided with the  necessary  space,
furniture,  fixtures,  electrical power, computer connections,  telephones,  and
other required assets to support the services;

                  (x)  mail  all  necessary  policy  documents  and  promotional
material/marketing items at Customer's expense to relevant parties;

                  (xi) support Customer billing through direct bill;

                  (xii)  provide  accounting  services for premiums by receiving
and  distributing  premiums,  maintaining  trust  accounts,  agency accounts and
paying  Producer   commissions,   in  accordance  with  Customer's   obligations
including, but not limited to:

                                    (A)  Premium  Bank  Account.  Promptly  upon
                  receipt  thereof,  INSpire will deposit all premiums and other
                  funds  collected  for  business  written  by or on  behalf  of
                  Customer into a  deposit-only  bank account to be  established
                  and  controlled by Customer.  INSpire will be deemed to have a
                  fiduciary responsibility to Customer with regard to such funds
                  of Customer;

                                    (B)   Operating   Account.   Customer   will
                  establish  and fund a separate  bank account which INSpire may
                  draw  upon  to  pay  return  premium  due   policyholders  and
                  commissions due Producers  (hereinafter  called the "Operating
                  Account"),  INSpire will reconcile all disbursements  from the

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<PAGE>

                  Operating   Account   each   month  by  type  and   amount  of
                  disbursement (e.g., return premium, commissions due to or from
                  Producers) and furnish a copy to Customer;


                  (C)  Monthly  Reports.  All  month-end  management  reports in
printed format will be provided to Customer within 3 business days after the end
of each month.  Further,  a cash journal  will be provided to Customer  within 3
business days after the end of each month and all bank  reconciliations  will be
provided to Customer  within 20 business days after the end of the month with no
material reconciling items carried over from the prior month. All accounting end
of the month electronic  system downloads will be transferred to Customer within
2 business days after the end of each month;

                  (D)  Required  Reports.   Reports  with  the  information  and
statistical  data  required  by  Insurance  Services  Office and  necessary  for
Customer  to  prepare  any  reports  required  by the  National  Association  of
Insurance Commissioners will be provided to Customer as necessary or required to
prepare such reports.

         (xiii) will calculate and pay commissions to the producer on Customer's
behalf,  or will invoice and receive the return of commission  from the producer
on return  premium  transactions  and will  prepare and mail a Federal  1099 tax
statement for each producer paid a commission during a tax year;

         (xiv)  will  handle  non  underwriting  questions  from  policyholders,
insured and producers concerning policy and/or endorsement issuance or billing;

         (xv) will provide policy,  premium and payment  information and on-line
access to the policy master file;

         (xvi) will  establish and maintain  written  operational  procedures to
handle all business related to the policies;

         (xvii) will charge Customer for all agreed upon  additional  reports or
modifications  as requested in writing by Customer on a time and materials basis
utilizing  the  appropriate  mix of service  personnel  required  to perform the
modifications or produce new reports. Rates for such personnel are listed in the
applicable Service Addendum;

         (xviii) will maintain a disaster recovery plan to be implemented in the
event of an occurrence of a catastrophic event; and

         (xix) Positive Pay will be established for all business currently being
serviced by INSpire for all the entities  executing this Agreement as it becomes
available for  programs,  but no later than 180 days after the execution of this
agreement.  Future  business  serviced  by INSpire  under the terms of a Service
Addendum will have Positive Pay  established  on the Addendum  Effective Date of
such Service Addendum.

         (d)  Claims  Administration  Services.  If  claims  services  are to be
provided  pursuant to a particular  Service  Addendum,  then,  unless  otherwise
specifically  noted in such  Service  Addendum,  that Service  Addendum  will be


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<PAGE>

deemed  to  require  the  claims  administration  services  set  forth  in  this
subsection. Specifically, INSpire will:

                  (i)  Investigate,  evaluate,  and handle  each claim  reported
according to  applicable  state law, the terms and  conditions of the policy and
any  written  standards  provided by Customer  using  appropriately  trained and
licensed  personnel.  Customer  grants  INSpire  the  authority  to provide  the
foregoing claims administration  services;  provided,  however that INSpire will
not have any  authority  to alter or  discharge  any  policy or waive any policy
provision or condition.

                  (ii) establish a claims operation center that will function as
a control unit;

                  (iii) verify coverage on all cases;

                  (iv)  administer  the  appraisal/assessment  process  using  a
combination  of staff,  independent  appraisers  and  direct  repair  facilities
reasonably acceptable to Customer;

                  (v) perform all  reasonable and necessary  administrative  and
clerical work in connection with claim or loss reports;

                  (vi)  establish  and  maintain a claim file for each  reported
claim or loss.  The claim  file will have a daily  activity  log,  which will be
available for review at any and all reasonable  times by Customer subject to the
provisions of the Agreement;

                  (vii) record and report each claim promptly to Customer with a
recommended reserve; and will consult with, and seek consent from, Customer with
respect to any of the following:

                                    (A) any  loss or  claim  resulting  in legal
                  action being instituted against Customer's insured, INSpire or
                  Customer;

                                    (B) any loss or claim causing a complaint to
                  be filed with any regulatory authority;

                                    (C)  any   inquiry   from   any   regulatory
                  authority,   including   but  not  limited  to  any  insurance
                  department,  with  respect to any claim or claims,  even if no
                  complaint causes such inquiry;

                                    (D)  any  claim  in  which   INSpire   deems
                  appropriate   to  rescind   policy   coverage   for   material
                  misrepresentation;

                                    (E) any claim  involving  an  allegation  of
                  extra contractual obligations, or bad faith claim handling;

                                    (F) any claim  involving a  fatality,  major
                  amputation,  spinal cord or brain  damage,  loss of  eyesight,
                  extensive burns, poisoning or multiple fractures;

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<PAGE>

                                    (G) any claim  that  Customer  desires to be
                  kept advised of during the life of the claim; or

                                    (H) any claim  where there has been a demand
                  for policy  limits and INSpire  does not evaluate the value of
                  the claim to include settlement at that amount;

                                    (I) any claim involving asbestos, pollution,
                  toxic waste and lead or paint poisoning;

                                    (J)  potential   subrogation  in  excess  of
                  $40,000;

                                    (K) any claim which is very likely to result
                  in the commencement of litigation within 30 days;

                                    (L)  any  claim  involving  pharmaceuticals,
                  communicable  diseases,  rape,  child  molestation or multiple
                  food poisoning;

         (viii) provide monthly and year-to-date  reports on all claims activity
including  new claims  reported,  claims  pending,  claims  closed  and  reserve
changes. The reports will include:

                                    (A)  information  and  statistical  data (1)
                  required by  Insurance  Services  Office,  (2)  necessary  for
                  Customer  to  prepare   any   reports   required  by  National
                  Association of Insurance  Commissioners,  or (3) other reports
                  reasonably requested by Customer;

                                    (B)  loss   runs  with   paid   claims   and
                  outstanding  reserves  remaining  at the end of  each  monthly
                  report period; categorized as indemnity, medical payment, loss
                  adjustment  expense  separated  by  other  expense  and  legal
                  expense  (to the  extent  that  Customer  properly  inputs the
                  necessary data),  plus any other  information  required by the
                  Annual Statement instructions or state regulatory agencies;

                                    (C) check registers;

                                    (D)  reports  needed  by  Customer  for  the
                  filing of reinsurance claims or quarterly reinsurance updates;

         (ix)  perform a periodic  review at mutually  agreed upon  intervals of
outstanding claim reserves, and recommend changes to outstanding claim reserves;

         (x) prepare checks and vouchers, compromises,  releases, agreements and
any other documents reasonably  necessary to finalize and close claims.  INSpire
will issue payments of claims and allocate loss adjustment  expenses only within
the  guidelines as authorized by Customer.  For purposes of settling  claims and
paying claim-related  expenses,  Customer has agreed to establish,  maintain and
fund a separate bank account from which INSpire may draw against as  hereinafter
set forth (the "Claim  Account").  Customer agrees to deposit  additional  funds
into the Claim  Account on a weekly basis if necessary to maintain it at a level
sufficient to allow INSpire to carry out its  obligations  under this Agreement.
INSpire will regularly  provide  information and estimates to Customer to enable
Customer to maintain the Claim Account at an  appropriate  level.  Customer will

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<PAGE>

provide to INSpire such  information  as is necessary for INSpire to draw checks
on the Claim Account.  INSpire hereby guarantees that any check it prepares will
be signed and issued only in accordance with the procedures set forth below:

Check Amount           Number           Type of Signature          Authorized
                     Signatures                                    Signatory
                      Required

0.01 - $1,999.99           1            1 Facsimile                INSpire
$2,000.00 - $9,999.99      2            2 Facsimile & 1 Original   INSpire
$10,000.00 - $19,999.99    2            2 Original signatures      INSpire
$20,000+                   2            2 Original signatures      1 INSpire
                                                                   1 Customer

Facsimile  signatures  can  be  replaced  with  original  signatures.   Original
signatures may not be replaced with  facsimile  signatures.  Exceptions  will be
submitted to INSpire in writing by Customer.

INSpire  will  promptly  deposit  any  monies  collected   through  salvage  and
subrogation  to  the  Claim  Account,  and  maintain  a  register  of  all  such
collections and deposits (the "Salvage and Subrogation  Register").  The Salvage
and Subrogation Register will include, but will not be limited to, the following
information:  date of deposit,  date of receipt of funds, the claim number,  the
payer,  and the amount and purpose of such payment.  (The "Claim  Register" will
include,  but will not be limited to, the following  information:  claim number;
date of check;  payee;  amount;  and check  number.)  INSpire will reconcile the
Claim Register and the Salvage and Subrogation  Register to the Claim Account on
a monthly basis;

         (xi) maintain service standards and claims  documentation in accordance
with  standards  set by Customer  and agreed to by INSpire.  INSpire  will be in
compliance with all state regulations dealing with the adjusting and handling of
claims.  INSpire will periodically review the development of the claims handling
procedure with Customer to identify problems and recommend corrective action;

         (xii)  pursue  and   prosecute   diligently   Customer's   salvage  and
subrogation  rights relating to any losses.  INSpire will use reasonable efforts
to collect and deposit  funds arising from the  enforcement  of such rights into
the Claim Account. INSpire will report monthly on salvage/subrogation receipts;

         (xiii)  provide  Special  Investigative  Services  in  accordance  with
guidelines agreed to by Customer on a time and expense basis;

         (xiv)  provide  Customer  claim  information  to  prepare  reports  (A)
required by the  Internal  Revenue  Service,  and (B) other  reports  reasonably
requested by Customer;

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<PAGE>

         (xv) will maintain a disaster  recovery plan to be  implemented  in the
event of an occurrence of a catastrophic event;

         (xvi) upon (A) receipt by INSpire of a demand for arbitration or notice
that  litigation  has  been  filed  concerning  a  claim  or  feature  or  (B) a
determination  by Customer  that it is  necessary  to commence  litigation  of a
claim,  feature, or salvage or subrogation claim,  INSpire will promptly provide
the Designated Representative with written notice of Customer's option to assume
all further responsibility for the written notice of Customer's option to assume
all further  responsibility  for the  administration  of the  disputed  claim or
feature;  and, in the event Customer  elects within ten (10) days to assume such
responsibility for the disputed claim or feature, INSpire will promptly transfer
to Customer  such  disputed  claim or feature,  and,  will  promptly  deliver to
Customer  the  original  claim  file,   notes,   photographs   and  any  Special
Investigation  Unit  files,  which  material  will be returned to INSpire at the
conclusion of the arbitration or litigation. Notwithstanding Customer's election
with respect to the Party  responsible  for the  administration  of any disputed
claim or feature,  Customer  will be  responsible  for all  expenses,  including
attorneys'  fees,  incurred after receipt by INSpire of a demand for arbitration
or after receipt by INSpire of notice that litigation has been filed  concerning
a claim or feature; and

         (xvii)  Positive Pay will be  established  for all  business  currently
being  serviced by INSpire for all the entities  executing  this Agreement as it
becomes  available for programs,  but no later than 180 days after the execution
of this agreement.  Future business serviced by INSpire under terms of a Service
Addendum will have Positive Pay  established  on the Addendum  Effective Date of
such Service Addendum.

Section 1.2 Engagement to Provide the Addendum  Services.  Each Customer engages
INSpire to provide the Addendum  Services set forth in each Service  Addendum to
which such Customer is a Party,  and INSpire will provide the Addendum  Services
to such  Customer,  each  upon  the  terms  and  conditions  set  forth  in this
Agreement.

Section 1.3  Exclusivity  of the Addendum  Services.  During each Addendum Term,
INSpire  will be the sole and  exclusive  provider of the  Addendum  Services to
Customer (other than Customer's  rendering an incidental  amount of the Addendum
Services  on its own  behalf,  which  will not in any way  affect  the amount of
Addendum  Service  Fees  due to  INSpire).  In  furtherance  of the  immediately
preceding  sentence,  Customer  acknowledges  that during each Addendum Term (a)
INSpire will have the sole and exclusive right to provide the Addendum  Services
to  Customer,  (b)  Customer  will not use or engage any other  person or entity
(including  Customer  or an  Affiliate  of  Customer)  to  render  the  Addendum
Services,  (c) Customer will not take any actions or do any things the intent or
effect of which is to  circumvent  or affect  adversely  the  provisions of this
Section and (d) INSpire 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 Addendum Services provided pursuant to this Agreement.

Section 1.4 Addendum  Service Fees;  Adjustment and Discount of Addendum Service
Fees.


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<PAGE>

         (a) Monthly Addendum Service Fees. During each Addendum Term,  Customer
will pay to INSpire for the  performance  of the  Addendum  Services the monthly
Addendum  Service Fees set forth on the applicable  Service  Addendum.  Customer
will pay to INSpire  the  Addendum  Service  Fees  within 15 days of  Customer's
receipt of INSpire's  invoice for the  Addendum  Services  performed  during the
previous  calendar month.  Customer's  payment of the Addendum Service Fees will
not be deemed to be Customer's acceptance regarding the amount or calculation of
such Addendum  Service Fees,  and each Party agrees to resolve in good faith any
dispute regarding the amount or calculation of Addendum Service Fees.

         (b) Negotiated  Adjustment of Addendum  Service Fees. Each Party agrees
to negotiate in good faith for an adjustment to the Addendum Service Fees in the
event (i) of any statutory,  regulatory or judicial change or other circumstance
not within  the  control of any Party  that  results in a material  increase  or
decrease in the  Addendum  Services to be  provided  pursuant to the  applicable
Service Addendum or (ii) the Parties agree to a material increase or decrease in
the  Addendum  Services  to be  provided  pursuant  to  the  applicable  Service
Addendum.

         (c)  Discount  of  Addendum  Services  Fees.  The amount of the monthly
Addendum  Service  Fees due and  payable  to INSpire  will be reduced  when such
monthly  Addendum  Service Fees reach certain  levels,  as set forth below.  The
Parties  agree that the  following  discounts  will be based on and apply to the
aggregate  monthly amount of Addendum Service Fees due to INSpire as a result of
performing the Addendum Services for all Service  Addendums  attached hereto. In
calculating the aggregate  monthly amount of Addendum  Service Fees, the service
fees paid to INSpire  pursuant to the  Millers  American  Group/INSpire  Service
Agreement  dated  September 1, 1999 will also be used to calculate  the discount
pursuant to this section.
<TABLE>
<CAPTION>

                     Aggregate Monthly
                   Addendum Service Fees
               (excluding Catastrophe Fees)                              Discount
               ----------------------------                              --------
          <S>                                                  <C>

          up to 2,125,000                                      $0
          from 2,125,001 to 2,375,000                          $0 + 10% of amount over $2,125,000
          from 2,375,001 to 2,625,000                          $25,000 + 12% of amount over $2,375,000
          from 2,625,001 to 2,875,000                          $55,000 + 14% of amount over $2,625,000
          from 2,875,001 to 3,125,000                          $90,000 + 16% of amount over $2,875,000
          from 3,125,001 to 3,375,000                          $130,000 + 18% of amount over $3,125,000
          from 3,375,001 to 3,625,000                          $175,000 + 19% of amount over $3,375,000
          over 3,625,000                                       $222,500 + 20% of amount over $3,625,000
</TABLE>

         (d) Benchmark  Adjustment.  After the  completion of the fifth Contract
Year  of  each  Service  Addendum,  the  then-effective  Addendum  Service  Fees
applicable to such Service Addendum will be adjusted, if at all, through the use
of an independent third party benchmarking services.  Prior to the completion of
the fifth  Contract  Year of each Service  Addendum,  the Parties will  mutually
agree on the scope  of,  and the  methodology  to be used in,  the  benchmarking
process.  The fees and services  charged by the party  conducting  the benchmark
service will be borne  equally by the parties to such Service  Addendum.  If the
benchmark  process  demonstrates  that  the  quality  of the  Addendum  Services
received by Customer in  relation to the  Addendum  Service  Fees are not in the

                                       8
<PAGE>

upper half of the comparison group used in the benchmark  process,  then INSpire
will promptly adopt a plan  (including  corrective  action and/or a reduction in
the Addendum Service Fees) that will remedy any  deficiencies  identified in the
benchmark process.

         (e) Penalty/Award  Payments. From (i) the later to occur of an Addendum
Effective  Date or the  termination  of an  Addendum  Implementation  Period (if
applicable),  until (ii) the earlier of the termination of that Service Addendum
or its Addendum  Expiration  Date,  INSpire  will achieve each of those  service
levels set forth on Schedule 1.4(e) that are applicable to the Addendum Services
set forth on the applicable Service Addendum (the "Service Levels").  If INSpire
fails to achieve or exceeds the  Service  Levels  with the  frequency  or in the
manner set forth on Schedule  1.4(e),  then INSpire will be responsible  for the
penalty  payments,  or  entitled  to the  award  payments,  as the  case may be,
specified on Schedule  1.4(e).  After the Parties have  reviewed and agreed upon
the content of the  Monthly  Service  Report,  the  penalty  payments  and award
payments will be detailed on INSpire's  monthly invoice,  and will be subject to
the  same  payment  terms   specified  in  subsection  (a)  above.   Each  Party
acknowledges that the payments  specified on Schedule 1.4(e) will not subject to
the limitations set forth in Section 8.2(a).

         (f) Adjustment for Changes in the Consumer Price Index. For purposes of
calculating  the  Addendum  Services  Fees  payable with respect to each Service
Addendum,  all fixed dollar  amounts set forth in Paragraph 5 (or the applicable
Addendum  Service  Fee  paragraph  of such  Service  Addendum)  of each  Service
Addendum  will be subject to  increase  or  decrease  at the  beginning  of each
Contract Year equal to the  percentage  change in the Consumer  Price  Index-All
Urban User Fort Worth,  Texas) for the latest  twelve month period ending on the
date of each anniversary of the Addendum Effective Date.

Section 1.5 Taxes.  Customer will pay all tariffs and taxes,  however designated
or levied,  that are  applicable  to any Addendum  Services  and/or any Addendum
Service Fees. Such tariffs and taxes include state and local sales and use taxes
and any other  tariff or tax based on the  Addendum  Services  performed  or the
payment of the Addendum Service Fees.  Notwithstanding  the foregoing,  Customer
will not be  responsible  for, and INSpire will pay (a) any  franchise or income
taxes based upon the income of INSpire and (b) any personal  property or similar
taxes based upon the personal or real property  owned or leased by INSpire.  All
Parties will take all reasonable  actions necessary to minimize and mitigate any
tariffs or taxes, however designated, that may be levied on or after the Signing
Date and will  confer  with the other  Party  prior to making  any  filing on or
behalf of such Party.

Section 1.6 Right of First Refusal for Additional Services.

         (a) Notice of Bid for Additional Services.  Subject to Section 1.3, if,
at any time and from time to time during an Addendum Term,  any Customer  elects
to solicit a bid from third parties (a "Bid") to perform any services similar to
the  Addendum  Services  set forth in the Services  Addendums  (such  additional
services, the "Additional Services"),  such Customer will provide to INSpire all
the information necessary for INSpire to submit a Bid on a timely basis for such
Additional Services.

                                       9
<PAGE>

         (b) Grant of Right of First Refusal. If such Customer decides to accept
any bona fide Bid other  than  INSpire's  Bid,  then,  prior to such  Customer's
acceptance  of such  competing  bona fide Bid,  such  Customer  will  provide to
INSpire written notice setting forth the terms of such competing Bid,  including
the price, service levels, technology to be employed and time table to implement
the  Additional  Services  (the  terms of such  competing  Bid,  the  "Competing
Terms").  At any time during the fifteen (15) day period  immediately  following
INSpire's receipt of the notice setting forth the Competing Terms,  INSpire will
have the exclusive  right,  but not the obligation,  to amend its Bid to meet or
exceed the Competing Terms (or terms as similar as reasonably possible).

         (c) Exercise of the Right of First  Refusal.  INSpire will exercise its
right  of  first  refusal  granted  pursuant  to this  Section,  if at  all,  by
delivering  written notice thereof  ("Exercise  Notice") to such Customer within
the fifteen (15) day period  specified  above.  If INSpire  timely  delivers the
Exercise  Notice,  then INSpire will implement the Additional  Services on terms
substantially the same as set forth in INSpire's amended Bid.

         (d) Failure to Deliver an Exercise  Notice.  If INSpire fails to timely
deliver the Exercise  Notice or, having timely  delivered such Exercise  Notice,
fails to implement the Additional  Services within the time period  specified in
INSpire's  amended  Bid,  then such  Customer,  at any time  within one  hundred
thirty-five (135) days after INSpire's failure to take such appropriate  action,
may accept the competing Bid on the Competing Terms. If Customer does not accept
the  competing Bid on the  Competing  Terms within such one hundred  thirty-five
(135) day period,  then such  Customer will again be required to comply with the
provisions of this Section.

                                  ARTICLE II.
                 REPRESENTATIONS AND WARRANTIES OF EACH CUSTOMER

         Each Customer represents and warrants that the statements  contained in
this  Article  are correct  and  complete  as of the Signing  Date and as of the
Addendum Effective Date, except in each case as specifically stated:

Section  2.1  Corporate  Status;  Qualification.  Customer  is  an  entity  duly
organized,  validly existing and in good standing under the laws of the state of
its  formation.  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.

Section 2.2 Corporate Power and Authority.  Customer has the requisite power and
authority  to execute and deliver  this  Agreement,  to perform its  obligations
hereunder,  to consummate the  transactions  contemplated  hereby.  Customer has
taken all requisite  action necessary to authorize the execution and delivery of
this  Agreement,   the   performance  of  its  obligations   hereunder  and  the
consummation of the transactions contemplated hereby.

Section 2.3 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,

                                       10
<PAGE>

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.

Section 2.4 No Conflict;  Consents.  The execution,  delivery and performance by
Customer of this  Agreement will not (a) violate any code,  statute,  law, rule,
regulation,  judgment,  decree  or  injunction  of  any  governmental  authority
("Law"),  (b) violate the articles or certificate of incorporation or the bylaws
of Customer, (c) violate any consent decree, decree, injunction, judgment, order
or writ of any arbitrator or governmental  authority ("Order") to which Customer
is a party or by which any of its  assets are  bound,  (d)  breach any  material
contract,  real property lease or personal property lease to which Customer is a
party,  (e) result in the creation of an  encumbrance of any kind on Customer or
any of its assets or (f) require any consent or approval from any person, entity
or governmental authority.

Section 2.5 Infringement. During the Term, Customer's Owned Software and the use
by Customer of its Systems as  contemplated  by this Agreement does not and will
not violate or infringe,  or constitute an infringement or misappropriation  of,
any  patent,  copyright,   trademark,  trade  secret  or  other  proprietary  or
contractual rights of any third party.

                                  ARTICLE III.
                    REPRESENTATIONS AND WARRANTIES OF INSPIRE

         INSpire  represents and warrants that the statements  contained in this
Article are correct and  complete as of the Signing  Date and as of the Addendum
Effective Date, except in each case as specifically stated:

Section 3.1  Corporate  Status;  Qualification.  INSpire is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Texas.  INSpire 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.

Section 3.2 Corporate  Power and Authority.  INSpire has the corporate power and
authority  to execute and deliver  this  Agreement,  to perform its  obligations
hereunder and to consummate the transactions  contemplated  hereby.  INSpire 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 INSpire and  constitutes  a legal,  valid and binding  obligation  of INSpire
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.

Section 3.4 No Conflict;  Consents.  The execution,  delivery and performance by
INSpire of this Agreement will not (a) violate any Law, (b) violate the articles
of  incorporation  or the  bylaws of  INSpire,  (c)  violate  any Order to which

                                       11
<PAGE>

INSpire  is a party or by which any of its  assets  are  bound,  (d)  breach any
material  contract,  real  property  lease or personal  property  lease to which
INSpire is a party,  (e) result in the creation of an encumbrance of any kind on
INSpire or any of its assets or (f) require  any  consent or  approval  from any
person, entity or governmental authority.

Section 3.5 Year 2000. All of INSpire's Systems are and will continue to be Year
2000 Compliant.

Section 3.6 Infringement.  During the Term, INSpire's Owned Software and the use
by INSpire of its Systems as  contemplated  by this  Agreement does not and will
not violate or infringe,  or constitute an infringement or misappropriation  of,
any  patent,  copyright,   trademark,  trade  secret  or  other  proprietary  or
contractual rights of any third party.

                                  ARTICLE IV.
                      PERFORMANCE OF THE ADDENDUM SERVICES

Section 4.1 Designated Representatives. Each Party will designate a person (such
person, or the person designated in writing from time to time by the appropriate
Party to replace such person, a "Designated  Representative" who (a) oversee and
manage the performance of such Party's  obligations  under this  Agreement,  (b)
serve as such  Party's  primary  managerial  point  of  contact  with the  other
effected  Party,  (c) be authorized to act for such Party and on its behalf with
respect to all operational matters relating to this Agreement and (d) review the
operational,  procedural and such other changes  mutually agreed upon in writing
by the  Parties.  The  Designated  Representative  will not  have the  authority
(acting in such person's capacity as a Designated  Representative) to amend this
Agreement pursuant to Section 10.1.

Section 4.2 Evaluation and Review Process.

         (a) Delivery of Monthly Service Reports.  During the Term, INSpire will
provide  Customer with a monthly  service report within 30 days after the end of
each calendar  month that measures  actual  service levels for the most recently
completed  month  against  the  Service  Levels  set  forth on  Schedule  1.4(e)
applicable to Customer (the "Monthly Service Report").

         (b) Review of the Addendum  Services.  The  Designated  Representatives
will meet on a monthly basis after the delivery of the Monthly Service Report to
review INSpire'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 4.3 Access to Records and Facilities.

         (a) Customer's Access to INSpire's Records and Facilities. INSpire will
provide  Customer and its Affiliates and  Representatives  reasonable  access to
INSpire's  facilities  and all books,  records and accounts  necessary to verify
INSpire's  compliance  with this  Agreement.  Such access will be made available

                                       12
<PAGE>

upon prior written notice during normal business hours and during the periods in
which  INSpire is required to maintain  such  records.  INSpire will provide the
appropriate state insurance departments  reasonable access to its facilities and
all necessary books,  records and accounts in their then-current form.  Customer
will be responsible  for ensuring that all persons given access pursuant to this
subsection comply with the confidentiality provisions of Article V.

         (b) INSpire's  Access to Customer's  Records and  Facilities.  Customer
will provide,  and will cause each of its Affiliates to provide,  to INSpire and
its  Affiliates  and  Representatives  reasonable  access to Customer's  and its
Affiliates'  facilities and all books,  records and accounts necessary to verify
Customer's  compliance with this  Agreement.  Such access will be made available
upon prior written notice during normal business hours and during the periods in
which  Customer is required to maintain such records.  Customer will provide the
appropriate state insurance departments  reasonable access to its facilities and
all necessary books,  records and accounts in their  then-current  form. INSpire
will be responsible  for ensuring that all persons given access pursuant to this
subsection comply with the confidentiality provisions of Article V.

Section 4.4 Ownership of Property.

         (a)  Customer's  Property.  Customer  will  own all  right,  title  and
interest in and to the  content of the policy or claims  files,  accounting  and
Producer files and computer images and storage discs products  (back-up of data)
created or  developed  in  connection  with,  as a result of or  incident to the
performance of the Addendum 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  existing  on the  Signing  Date  or  first  discovered,  created  or
developed  by INSpire in  connection  with,  as a result of or  incident  to the
performance of the Addendum Services.

Section 4.5 Customer's Performance  Obligations and Acknowledgements.  INSpire's
performance  of the Addendum  Services  require the support and  cooperation  of
Customer. As such, Customer agrees and acknowledges as follows:

         (a) Provide Information.  Customer will provide, in a timely manner and
in a format reasonably  acceptable to INSpire, the data necessary for INSpire to
perform the Addendum  Services,  including  policy jackets,  Customer's  banking
institution account information, corporate and subsidiary logos (if applicable),
style and specifications of printed documents such as insurance policies.

         (b) Access to Third  Party  Software.  Subject  to Section  2.6 and any
lawful right or  restriction,  Customer  will provide  INSpire  access to all of
Customer's  Software  that is  necessary  for  INSpire to perform  the  Addendum
Services.

Section 4.6  Maintenance  of Documents  and Files.  During each  Addendum  Term,
INSpire will  maintain,  as applicable,  (a) records of amounts  billable to and
payments  made on behalf of  Customer,  (b)  records  of claims  made and losses
incurred,  and (c) copies of all policies and  applications  and  correspondence

                                       13
<PAGE>

relating to such policies.  INSpire will not destroy these records and documents
without the written  permission  of Customer for a period of at least five years
from  the loss or  termination  date of the  applicable  policy,  or the  period
specified by the applicable state or federal statute regulating  preservation of
records,  whichever is longer.  INSpire may, at its  discretion,  use  magnetic,
optical,  and other types of  technology to store such data.  INSpire  agrees to
provide to Customer reasonable supporting  documentation  regarding any disputed
invoice or claim amount  within  fifteen days after  Customer  provides  written
notification of the dispute to INSpire.

Section 4.7 Ultimate Discretion.  INSpire acknowledges and agrees that Customer,
being at risk and having ultimate responsibility for the policy and claims to be
administered by INSpire, will at all times have ultimate discretion with respect
to all issues pertaining to such matters.

Section 4.8 Mail  Received.  INSpire may receive and open all mail  addressed to
Customer or its Affiliates and deal with the contents  thereof in its discretion
to the extent that such mail and the  contents  thereof  relate to the  Addendum
Services.  INSpire agrees to deliver,  or to cause to be delivered,  to Customer
all mail  received by INSpire which is addressed to Customer and does not relate
to the Addendum Services.

Section  4.9 Service  Error.  If data is  processed  in error due to an error or
defects in the  Addendum  Services  provided  by  INSpire,  then,  upon  INSpire
receiving  notice of such  error or defect,  INSpire  will  reprocess  such data
without charge to Customer. If data is processed in error due to an error caused
by Customer or its Representatives,  then upon INSpire'receiving  notice of such
error or defect,  INSpire will reprocess such data at Customer's  expense.  Each
Party  will be  responsible  for all  remedial  expenses  related  to its error,
including all expenses  associated  with  remailings,  help lines and processing
time.  Each Party  acknowledges  that the  remedial  expenses  specified in this
Section will not be subject to the limitations set forth in Section 8.2(a).

Section  4.10  Year  2000  Compliance.  To  the  extent  that  it is  reasonably
determined  by any Party that a Party's  Systems,  the  Systems  that a Party is
providing  access to or use of in accordance  with this Agreement or any portion
thereof  are not  Year  2000  Compliant,  INSpire,  on the one  hand,  and  each
Customer,  on the other hand,  agrees to assist in any reasonable  manner and to
cooperate and conform its work processes and  methodologies  to the extent it is
reasonably  necessary to assist a Party to formulate  and  implement  promptly a
plan of action to modify its System so that such System is Year 2000  Compliant.
INSpire,  on the one  hand,  and  each  Customer,  on the  other  hand,  will be
obligated to (a) reimburse the other Party for any reasonable  expenses incurred
by the other Party in connection  with  complying with the terms of this Section
and (b)  indemnify,  defend,  and hold harmless the other Party from and against
any Claim incurred by the other Party that arises out of or directly  relates to
such Party's Systems not being Year 2000 Compliant. If any of Customer's Systems
are  determined  not to be Year 2000  Compliant,  then the Parties  agree (y) to
adjust  equitably the Service Levels  applicable  during the period in which the
plan of action to modify  Customer's  Systems is being  implemented  and (z) the
applicable Addendum Implementation Period or Addendum Term, as the case may be.

                                       14
<PAGE>

                                   ARTICLE V.
                                 CONFIDENTIALITY

Section 5.1 Nondisclosure. The Parties hereby agree as follows:

         (a)  Use of  Information.  All  Confidential  Information  will be used
solely for the purpose of  performing  the Addendum  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 Addendum Services.

         (c)  Disclosure to  Representatives.  Representatives  of the Receiving
Party will 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  will 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
accountants, the Receiving Party will provide the person to whom such disclosure
is made with a copy of this Agreement.

Section 5.2 No Solicitation or Hiring. During each Addendum Term and for the six
month period  immediately  following the Addendum  Expiration  Date,  each Party
agrees that,  without the effected Party's prior written  consent,  no Party nor
any of its Affiliates will solicit for employment,  employ or otherwise contract
for the  services  of any  person  who is or was  employed  by any other  Party,
provided that this Section will not apply to (a) general commercially  published
solicitations for employment by a Party or its Affiliates,  (b) the solicitation
or hiring of an employee  who was not an employee of any other Party at any time
during the six months immediately preceding such solicitation or hiring.

Section  5.3  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 will 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 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.

                                       15
<PAGE>

         Section 5.4 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 will 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 and further relief,  including  monetary  damages,  as
provided by law.

Section 5.5 Survival.  THE OBLIGATIONS  UNDER THIS ARTICLE V WILL CONTINUE AFTER
THIS AGREEMENT EXPIRES OR IS TERMINATED.

                                  ARTICLE VI.
                       TRADE SECRET AND PROPRIETARY RIGHTS

Section 6.1 No Rights to Software.  Notwithstanding INSpire's use of its Systems
in the  performance  of the Addendum  Services,  neither this  Agreement nor the
performance of any Addendum  Services  hereunder will be construed as a grant to
Customer of a license or any other interest in or to INSpire's Systems. Further,
this Agreement grants to Customer no right to possess or reproduce, or any other
interest in, any of INSpire's  software  used in the  performance  of all or any
part of the  Addendum  Services  or  their  specifications  in any  tangible  or
intangible medium. Customer may not mortgage, hypothecate, sell, assign, pledge,
lease,  transfer,  license or sublicense  any of INSpire's  Software used in the
performance of all or any part of the Addendum Services, nor allow any person or
entity to transmit,  copy of reproduce any such Software.  In the event Customer
comes into  possession of any of INSpire's  Software used in the  performance of
all or any part of the  Addendum  Services,  Customer  will  immediately  notify
INSpire and return such Software and all copies of any kind thereof to INSpire.

Section 6.2  Nondisclosure.  Other than Customer's  employees who need access to
INSpire's  Systems for the performance of their duties,  Customer  covenants and
agrees not to use,  disclose or  otherwise  make  available to any person any of
INSpire's  Systems  used in the  performance  of all or any part of the Addendum
Services.  Customer  agrees to take all reasonable  steps  necessary to obligate
each of its  employees  who is given access to  INSpire's  Systems to a level of
care sufficient to protect such Systems from unauthorized use or disclosure.

Section 6.3 Survival.  THE  OBLIGATIONS  OF CUSTOMER  UNDER THIS ARTICLE VI WILL
CONTINUE AFTER THIS AGREEMENT EXPIRES OR IS TERMINATED.

                                   ARTICLE VII.
                                   TERMINATION

Section 7.1 Termination of Agreement.  This Agreement will be deemed  terminated
upon the  termination  or  expiration  of all Service  Addendums,  whether  such
Service  Addendums  are  executed on or after the  Signing  Date.  Each  Service
Addendum  may be  terminated  prior  to the  Addendum  Expiration  Date  only as
follows:

                                       16
<PAGE>

         (a) with  respect  to any  material  breach  of this  Agreement  or any
material breach of the applicable  Service Addendum,  by written notice from the
non-breaching Party; provided,  however, such termination will be effective only
after such breach remains substantially uncured for 30 days after written notice
specifying such breach is received by the breaching Party.

         (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,  (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) with  respect  to a program  specified  in a Service  Addendum,  by
Customer  in the  event  Customer  discontinues  (by sale or  abandonment)  such
program; provided,  however, that a termination pursuant to this subsection will
be  effective  no earlier  than six months  after  INSpire's  receipt of written
notice of such program's termination pursuant to this subsection; or

         (d) with  respect to any state in which  Customer  maintains  a program
specified in a Service  Addendum,  by written  notice from Customer in the event
such Customer  becomes subject to a cease and desist order or decree issued by a
public authority exercising valid jurisdiction over such Customer in such state.

Section 7.2  Procedure  Upon  Expiration  and  Termination.  Upon  expiration or
termination of this Agreement or any Service Addendum:

         (a) Return of Supplies.  INSpire will  promptly  return to Customer any
forms or other  supplies  imprinted  with  Customer's or its  Affiliate's  name,
regardless of who incurred the cost for same as well other  supplies paid for by
Customer;

         (b) Provide Files. INSpire will provide promptly to customer a tape (or
other then-current  technology) back-up of all data files in a format reasonably
requested  by Customer  and the  personnel  necessary to assist with the records
layout  and file  structures  of the data  files  for  Customer.  The  costs and
expenses associated with complying with this subsection will be borne by (i) the
breaching Party in the event of a termination  pursuant to Section 7.1(a),  (ii)
by the other Party in the event of a termination  pursuant to Section 7.1(b) and
(iii) by Customer in the event of a termination pursuant to Section 7.1(c).

         (c) No Relief for Breach.  Such  expiration or termination  will not in
any way limit, restrict or relieve any Party of liability for any breach of this
agreement or the applicable Service Addendum.

         (d) Payment of Termination  Fee. Each Party  acknowledges  that INSpire
agree to provide  Customer an option to terminate a program  pursuant to Section
7.1(c) in reliance on, and in anticipation of, Customer's absolute obligation to
pay the applicable  Termination Fee associated with the terminated  program.  As
used in this  subsection,  "Termination  Fee"  means  the  aggregate  amount  of
INSpire's  unamortized costs associated with the terminated  program,  including

                                       17
<PAGE>

(i)  tangible  and  intangible  assets,  (ii)  implementation  costs  and  (iii)
transaction  costs (e.g. legal fees,  accounting fees, etc.). Each Party further
acknowledges  that the amount of the  Termination  Fee is not punitive in nature
and represents the Parties' best estimate of INSpire's stranded costs associated
with an early termination of the specific program. As such, Customer will pay to
INSpire,  upon the termination of the program  pursuant to Section  7.1(c),  the
Termination Fee.

         (e)  Payment  Obligation.   Each  Party  acknowledges  that  Customer's
termination  of a program  pursuant to Section  7.1(d)  will (i) impose  certain
financial hardships on INSpire and (ii) result in Customer's absolute obligation
to pay an  amount  equal to the  Addendum  Services  Fees  (associated  with the
terminated  program  in such  state)  paid  to  INSpire  for the six (6)  months
immediately  preceding the termination  pursuant to Section  7.1(d).  Each Party
further  acknowledges  that such amount is not punitive in nature and represents
the  Parties'  best  estimate  of the  financial  hardship  suffered  by INSpire
associated with an early  termination of the specific  program in such state. As
such,  Customer  will pay to  INSpire,  upon the  termination  of a program in a
particular  state  pursuant  to Section  7.1(d),  the amount  specified  in this
subsection.

                                 ARTICLE VIII.
                      REMEDIES AND LIMITATION OF LIABILITY

Section 8.1  Indemnification of the Parties.  Each Party (the "Indemnitor") will
indemnify, defend, and hold harmless any 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 or any Service  Addendum.
Any series of Claims  incurred by an Indemnitee that arise out of or relate to a
common cause or  occurrence  will be deemed to be a single Claim for purposes 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 an  Indemnitee  requests the  Indemnitor to
indemnify  such  Party's  directors,  employees,  officers,  agents,  attorneys,
Representatives  and  shareholders,  the  Indemnitee  will cause such persons or
entities  to  comply  with  the  indemnification  provisions  and  abide  by the
indemnification limitations set forth in this Agreement.

Section 8.2 Liability Limitation.

         (a) Liability Limitation: Subject to subsection (b) below:

                                       18
<PAGE>

                  (i)  Deductible.  No Party  will be  liable  for any Claim for
damages or  indemnification  under this Agreement or any Service  Addendum until
the aggregate amount of a Claim for damages and  indemnification  for which such
Party  would  otherwise  be  responsible  exceeds  $175,000  (such  amount,  the
"Deductible")  and then such  Party will only be  responsible  for the amount in
excess of the Deductible;

                  (ii) Single Claim Maximum Amount.  No Party will be liable for
any Claim for damages or  indemnification  under this  Agreement  or any Service
Addendum  to the extent  that the amount of any single  Claim paid by such Party
exceeds  the  aggregate  amount of all the  Addendum  Services  Fees paid by the
Customers to INSpire under all then-effective Service Addendums in the one month
immediately  prior to the establishment of liability for such Claim (or the last
one month  immediately  prior to the expiration or termination of this Agreement
and all Service Addendums if applicable); and

                  (iii) Maximum  Aggregate  Amount.  No Party will be liable for
any Claim for damages or  indemnification  under this  Agreement  or any Service
Addendum to the extent that the  aggregate  amount of all Claims paid by a Party
exceeds twenty percent of the aggregate amount of all the Addendum Services Fees
paid by the  Customers to INSpire since the Addendum  Effective  Dates under all
Service  Addendums prior to the  establishment  of liability for such Claims (or
prior  to the  expiration  or  termination  of this  Agreement  and all  Service
Addendums if applicable).

         (b)  Exclusions   from  Liability   Limitation.   Notwithstanding   the
provisions of subsection (a) above, the limitations or exculpations of liability
set forth in subsection (a) above are not applicable to any Claim for damages or
indemnification  under this Agreement or any Service Addendum resulting from (i)
a breach of Articles V or VI, (ii) the willful misconduct or fraud of a Party or
its  Representatives,  (iii) any violation,  infringement or misappropriation of
any  patent,  copyright,   trademark,  trade  secret  or  other  proprietary  or
contractual  rights  of a Party or any  third  party  and or (iv)  any  payments
required, or any costs or expenses incurred, pursuant to Section 1.4(e), Section
4.9 and Section 4.10.

         (c) Exclusion of Certain Types of Damages.  No Party will be liable for
any consequential;  incidental,  punitive or special damages with respect to any
breach of this Agreement; provided, however, that this subsection will not limit
the amount of a Claim for  indemnification  (as opposed to a Claim for  damages)
which is based on an amount paid by an  Indemnitee  to an unrelated  third party
that  contains  consequential,  incidental,  punitive  or  special  damages as a
component of such amount paid by the Indemnitee to the unrelated third party.

         (d) Limitation  Acknowledgment.  Each Party expressly acknowledges that
the limitations set forth in this Section 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 Addendum Services
as related to the amount of the payments to be made to INSpire for such Addendum
Services,  and  each  Party  fully  understands  and  irrevocably  accepts  such
limitations.

Section 8.3 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

                                       19
<PAGE>

to direct fully the defense or settlement of such Claim; provided, however, that
the failure to receive prompt notice  relieves the Indemnitor of its obligations
under this  Article  only if the  Indemnitor  is  materially  prejudiced  by the
failure to receive such notice.  The Indemnitor  will not be responsible for any
settlement or compromise made without its consent.

                                   ARTICLE IX.
                                   ARBITRATION

Section 9.1 Condition Precedent. As a condition precedent to any right of action
hereunder, any dispute arising out of the interpretation,  performance or breach
of this  Agreement,  including  the  formation  or  validity  thereof,  shall be
submitted  for  decision  to a panel of  three  arbitrators.  Notice  requesting
arbitration  will be in writing and sent  certified or registered  mail,  return
receipt requested.

Section 9.2 Choosing the  Arbitrators.  One  arbitrator  shall be chosen by each
Party and the two arbitrators shall,  before instituting the hearing,  choose an
impartial  third  arbitrator  who shall preside at the hearing.  If either party
fails to appoint its arbitrator within thirty (30) days after being requested to
do so by the other party, the latter, after ten (10) days notice by certified or
registered mail of its intention to do so, may appoint the second arbitrator

         If the two  arbitrators  are unable to agree upon the third  arbitrator
within  thirty (30) days of their  appointment,  the third  arbitrator  shall be
selected from a list of six  individuals  (three named by each  arbitrator) by a
judge of the  District  court for the  Northern  District  of Texas,  Fort Worth
Division,  or if the  District  Court  declines to act,  the state court  having
general jurisdiction in such area.

Section 9.3  Procedure.  Within thirty (30) days after notice of  appointment of
all  arbitrators,  the panel shall meet and determine timely periods for briefs,
discovery procedures and schedules for hearings.

         The panel shall be relieved of all judicial  formality and shall not be
bound by the strict  rules of procedure  and  evidence.  Arbitration  shall take
place  in  Fort  Worth,  Texas.  Insofar  as  the  arbitration  panel  looks  to
substantive  law, it shall consider the law of the State of Texas.  The decision
of any two arbitrators when rendered in writing shall be final and binding.  The
panel is empowered to grant interim relief as it may deem appropriate.

Section 9.4 Costs.  Each party shall bear the expense of its own  arbitrator and
shall  jointly  and  equally  bear  with the  other  party the cost of the third
arbitrator.  The remaining  costs of the  arbitration  shall be allocated by the
panel.  The panel may, at its discretion,  award such further costs and expenses
as it considers appropriate, including but not limited to attorneys fees, to the
extent permitted by law.

                                   ARTICLE X.
                                  MISCELLANEOUS

Section 10.1 Amendment.  No amendment of this Agreement will be effective unless
in a writing signed by the Parties.

                                       20
<PAGE>

Section  10.2  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 10.3 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 10.4 Expenses. Each Party will bear its own expenses with respect to the
negotiation and preparation of this Agreement.

Section 10.5  Governing  Law. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE
STATE OF TEXAS  REGARDLESS  OF THE LAWS THAT MIGHT  OTHERWISE  GOVERN  UNDER THE
CONFLICTS OF LAWS PRINCIPLES OF SUCH STATE.

Section  10.6 No  Assignment.  No Party may assign its  benefits or delegate its
duties  (other than a delegation  of minor or  incidental  tasks  related to the
Addendum  Services) under this Agreement  without the prior consent of the other
effected  Parties.  Any attempted  assignment  or delegation  without such prior
consent will be void.  Notwithstanding  the foregoing,  any Party may assign its
rights or delegate  its duties  under this  Agreement  to a purchaser of all the
assets or equity of such Party without the other effected Party's  consent,  and
any such purchaser and any subsequent  purchasers of all of the assets or equity
of such Party may similarly assign or delegate such rights.

Section  10.7 No Third Party  Beneficiaries.  This  Agreement  is solely for the
benefit  of the  Parties  and no other  person  or entity  will have any  right,
interest, or claim under this Agreement.

Section 10.8 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
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:  President
                  300 Burnett Street
                  Fort Worth, Texas 76102-2799
                  Phone: 817-348-3999
                  Fax: 817-348-3787

                                       21
<PAGE>

                  Customer
                  Attn:  Chief Executive Officer
                  The Millers American Group, Inc.
                  777 Main street, Suite 1000
                  Fort Worth, Texas 76102
                  Phone: 817-348-1600
                  Fax: 817-348-1785

Section  10.9 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 the  NASDAQ  National  Market  to  make  such
disclosure.  The Parties agree, to the extent practicable,  to consult with each
other regarding any such public announcement in advance thereof.

Section 10.10  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 10.11  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 10.12 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 or
otherwise, if such assignment of other transfer is not otherwise permitted under
this Agreement.

Section 10.13 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 10.14 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 10.15 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 the Addendum Services  resulting,  directly or indirectly,  from

                                       22
<PAGE>

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

Section  10.17  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 10.18  Drafting.  Neither this Agreement nor any provision  contained in
this Agreement will be interpreted in favor of or against any 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 10.19 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.



                                       23
<PAGE>



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

INSpire:                            INSpire Insurance Solutions, Inc.



                                    By: /s/ Jeffrey W. Robinson
                                        ----------------------------------------
                                        Jeffrey W. Robinson, President and
                                        Chief Operating Officer


Customer:                           The Millers Insurance Company



                                    By:  /s/ Illegible Executive VP & CFO
                                        ----------------------------------------
                                        [Name, Title]

                                    The Millers Casualty Insurance Company



                                    By: /s/ Illegible  Executive VP & CFO
                                        ----------------------------------------
                                        [Name, Title]

                                    Millers General Agency, Inc.



                                    By:  /s/ Illegible Chief Financial Officer
                                        ----------------------------------------
                                        [Name, Title]



                                       24
<PAGE>



                                   APPENDIX A

                         DEFINITIONS AND INTERPRETATIONS

         Definitions.  Unless the context otherwise requires,  the terms defined
in this Appendix will have the meanings specified below for all purposes of this
Agreement:

                  "Addendum Effective Date" will have the meaning established in
each applicable Service Addendum.

                  "Addendum  Expiration Date" will have the meaning  established
in each applicable Service Addendum.

                  "Addendum   Implementation   Period"  will  have  the  meaning
established in each applicable Service Addendum

                  "Addendum  Service  Fees" will have the  meaning  set forth in
Section 1.1(b), but will be established in each applicable Service Addendum.

                  "Addendum Services" will have the meaning set forth in Section
1.1(b), but will be established in each applicable Service Addendum.

                  "Addendum  Term"  will have the  meaning  set forth in Section
1.1(b), but will be established in each applicable Service Addendum.

                  "Additional  Services"  will  have the  meaning  set  forth in
Section 1.6(a).

                  "Affiliate"  will mean with respect to a Party,  any entity at
any time  Controlling,  Controlled by, under common Control with, or in the same
consolidated  group for federal tax purposes as, such Party.  "Control"  and its
derivatives  mean:  (a) with regard to any  entity,  the legal,  beneficial,  or
equitable ownership, directly or indirectly, of more than fifty percent (50%) of
the capital stock (or other  ownership  interest,  if not a corporation) of such
entity  ordinarily  having voting  rights or (b) with regard to any entity,  the
management  control over such entity.  For purposes of this  Agreement,  INSpire
will not be deemed to be an Affiliate of any Customer.

                  "Agreement"  will mean have the meaning set forth in the first
paragraph of the Agreement.

                  "Bid" will have the meaning set forth in Section 1.6(a).

                  "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which  banking  institutions  in New York,  New
York are authorized or obligated by law to close.

                  "Claim" will have the meaning set forth in Section 8.1.

                  "Competing  Terms"  will have the meaning set forth in Section
1.6(b).

                                       1
<PAGE>

                  "Confidential  Information"  will mean any information that is
expressly  marked  or  identified  as  "Confidential"  prior to its  disclosure,
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  Disclosing  Party  or its
Affiliates or their respective businesses or operations.  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 or reference to Confidential
Information  of the  Disclosing  Party;  (c)  information  which  is  rightfully
received from a third party whose  disclosure does not constitute a violation of
any confidentiality  obligation or a breach of any agreement; or (d) information
which is approved for release by the Disclosing Party in a writing signed by the
Disclosing Party and specifying the information to be released.

                  "Contract  Year"  will  mean,  with  respect  to each  Service
Addendum, each of the twelve month periods during the Addendum Term beginning on
the anniversary of the Addendum  Effective Date (or the Addendum  Effective Date
in the case of the first  Contract Year of each Service  Addendum) and ending on
the day  immediately  preceding the next  anniversary of the Addendum  Effective
Date.

                  "Customer"  will  have the  meaning  set  forth  in the  first
paragraph of this Agreement,  but will be established in each applicable Service
Addendum.

                  "Customer  Group"  will mean  Customer,  its  Affiliates,  any
parent corporation, subsidiaries and Representatives.

                  "Date Data" will mean any data, formula,  algorithm,  process,
input or output that includes, calculates or represents a date, a reference to a
date or a representation of a date.

                  "Deductible"  will  have the  meaning  set  forth  in  Section
8.2(a).

                  "Designated Representative" will have the meaning set forth in
Section 4.1.

                  "Direct Written Premiums" will mean the premiums written by an
insurer in consideration for the insurance coverage being provided before ceding
to a reinsuer less any cancellations and returns.

                  "Disclosing  Party" will mean Customer Group or INSpire Group,
as the case may be, with  respect to any  Confidential  Information  provided by
such party to any other party.

                  "Earned  Premiums" will mean monthly  Direct Written  Premium,
plus beginning unearned premium, minus ending unearned premium.

                  "Equipment"  will mean all the  computer  hardware,  including
central processing units,  networking equipment and other peripheral devices, of
the named entity that is used in connection  with this  Agreement,  whether such
equipment is owned or licensed by such entity.

                  "Exercise  Notice"  will have the meaning set forth in Section
1.6(c).

                                       2
<PAGE>

                  "Indemnitor" will have the meaning set forth in Section 8.1.

                  "Indemnitee" will have the meaning set forth in Section 8.1.

                  "INSpire"  will  have  the  meaning  set  forth  in the  first
paragraph of this Agreement.

                  "INSpire Group" will mean INSpire, its Affiliates,  any parent
corporation, subsidiaries and Representatives.

                  "Law" will have the meaning set forth in Section 2.4.

                  "Licensed  Software" will mean any computer  software  program
(including the available  documentation,  manuals and other materials  necessary
for the use thereof) used in connection  with this Agreement by the named entity
pursuant to a license or other arrangement.

                  "Material  Adverse  Effect"  will  mean,  with  respect to any
Party, the occurrence of an event or the existence of a circumstance  that has a
material adverse effect on such Party's assets,  business, cash flows, financial
condition, liabilities,  operations, prospects, or relationships,  including the
occurrence  of any event or the  existence of any  circumstance  that will cause
such an effect in the foreseeable future.

                  "Monthly  Service  Report"  will have the meaning set forth in
Section 4.2(a).

                  "Order" will have the meaning set forth in Section 2.4.

                  "Owned Software" will mean any computer  software program used
in connection  with this Agreement that is owned by the named entity,  including
the available  documentation,  manuals and other materials necessary for the use
thereof.

                  "Party" and "Parties"  will have the meanings set forth in the
first paragraph of this Agreement.

                  "Positive  Pay"  will  mean a  process  by  which a data  file
containing  information related to checks issued (i.e., check number, check date
and check amount) is created and forwarded to a banking institution. The banking
institution  will use this file to verify all checks presented for payment prior
to paying any check. The banking institution will create a listing of items that
did not match or were otherwise not included in the data file,  hereby  referred
to as the exception  list. The exception list is made available for research and
a resolution on whether the exception items presented should be paid or returned
unpaid. The aforementioned is done daily.

                  "Producer"  will  mean  any  person,  entity,   individual  or
association  that acts as an agent  of, a broker  for,  or in any other  similar
capacity  on behalf  of, a  Customer  for the  solicitation  and  production  of
insurance products.

                  "Receiving  Party" will mean Customer  Group or INSpire Group,
as the case may be, with  respect to any  Confidential  Information  received by
such party from any other party.

                                       3
<PAGE>

                  "Representative"  will mean any director,  officer,  employee,
agent, attorney, accountant, advisor or other person acting on behalf of a Party
in connection with this Agreement; provided, however,  "Representative" will not
include  any  person  or  entity  which is a direct or  indirect  competitor  of
INSpire.

                  "Service  Correction"  will mean a written request by Customer
to have INSpire remedy its System's inability to perform,  respond,  function or
operate as set forth in the applicable requirements document.

                  "Service  Levels"  will have the  meaning set forth in Section
1.4(e).

                  "Signing  Date" will have the  meaning  set forth in the first
paragraph of this Agreement.

                  "Software" will mean the Owned Software and Licensed  Software
of the named entity.

                  "System  Modification" will mean a written request by Customer
to alter  programming  code where  such  alteration  to the coding  specifically
changes,  adds or otherwise  alters the presentation or function of the existing
program with that being Customer's intent. Each Party acknowledges that a System
Modification  is a separate and distinct  concept from that concept  embodied in
the definition of Service Correction.

                  "Systems"  will mean the  Equipment  and Software of the named
entity.

                  "Termination  Fee" will have the  meaning set forth in Section
7.1(d).

         "Year 2000  Compliant"  will  mean,  with  respect to the  Systems of a
Party,  (a) the functions,  calculations,  and other computing  processes of the
System (collectively,  "Processes") perform in a consistent manner regardless of
the date in time on which the Processes are actually performed and regardless of
the Date Data input to the System,  whether before,  on, during or after January
1, 2000 and  whether or not the Date Data is  affected  by leap  years,  (b) the
System accepts, calculates,  compares, sorts, extracts, sequences, and otherwise
processes Date Data, and returns and displays Date Data, in a consistent  manner
regardless of the dates used in such Date Data,  whether  before,  on, during or
after January 1, 2000, (c) the System will function without interruptions caused
by the date in time on which the Processes are actually performed or by the Date
Data input to the System,  whether before, on, during, or after January 1, 2000,
(d) the System  accepts and  responds to two-digit  year-date  input in a manner
that resolves any ambiguities as to the century in a defined, pre-determined and
appropriate  manner,  (e) the System  Stores and displays Date Data in ways that
are  unambiguous  as to the  determinations  of the century and (f) no Date Data
will cause the System to perform an abnormally ending routine or function within
the Processes or generate incorrect values of invalid results as a result of the
date element included in the Date Data.

         Accounting Terms.  Except as otherwise provided in this Agreement,  all
accounting  terms  defined  in  this  Agreement  will  be  construed,   and  all
calculations  required by this Agreement will be performed,  in accordance  with
generally accepted accounting principles applied on a consistent basis.

                                       4
<PAGE>

         Articles,  Sections,  Exhibits and  Schedules.  Except as  specifically
stated otherwise, references to Articles, Sections, Exhibits and Schedules refer
to the Articles, Sections, Exhibits and Schedules of this Agreement.

         Drafting.  Neither this  Agreement nor any provision  contained in this
Agreement  will be  interpreted  in favor of or against any 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.

         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.

         Include.  The term  "include" or any  derivative  of such term does not
mean that the terms following such term are the only types of such items.

         Or. The term "or" will not be interpreted as excluding any of the items
described.

         Plural and Singular  Words.  Whenever the plural form of a word is used
in this  Agreement,  that word will  include  the  singular  form of that  word.
Whenever the singular form of a word is used in this  Agreement,  that word will
include the plural form of that word.

         Pronouns.  Whenever  a pronoun of a  particular  gender is used in this
Agreement,  if appropriate  that pronoun also will refer to the other gender and
the neuter.  Whenever a neuter pronoun is used in this Agreement, if appropriate
that pronoun also will refer to the masculine and feminine gender.

         Statutes. Any reference to Law or any specific statute will include any
changes to such law or statute  after the Signing  Date,  any  successor  law or
statute, and any regulations and rules promulgated under such law or statute and
any successor law or statute,  whether  promulgated  before or after the Signing
Date.



                                       5
<PAGE>


                                   EXHIBIT 1.1

                                     FORM OF
                                SERVICE ADDENDUM

THIS SERVICE  ADDENDUM IS SUBJECT TO THE TERMS AND  CONDITIONS SET FORTH IN THAT
CERTAIN MASTER SERVICES  AGREEMENT DATED AUGUST __, 1999. A PARTY'S EXECUTION OF
A SERVICE  ADDENDUM  WILL BE DEEMED TO BE SUCH PARTY'S (I)  ACKNOWLEDGEMENT  AND
ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH IN THE MASTER SERVICE AGREEMENT
AND (II) EXECUTION AND DELIVERY OF THE MASTER SERVICES AGREEMENT.

1.       Date of this Addendum:
         ---------------------

         [Insert the date of this Addendum.]

2.       Parties to this Service Addendum:
         --------------------------------

        o        INSpire Insurance Solutions, Inc. ("INSpire").
        o        [Insert the appropriate Millers' party/parties] ("Customer").

3.       Addendum Term:
         -------------

         The term during which  INSpire  will provide the Addendum  Services (as
         defined  below) to Customer  will  commence  on [date]  (the  "Addendum
         Effective  Date")  and will  expire  on  [date]  (as  such  date may be
         extended  pursuant to this paragraph,  the "Addendum  Expiration Date")
         unless  extended  pursuant to the terms of this paragraph or terminated
         pursuant  to the terms of the  Agreement  (the  "Addendum  Term").  The
         Addendum Expiration Date will be extended automatically for a period of
         one (1) year unless the parties to this Service  Addendum gives written
         notice of non-extension to the other effected party or parties at least
         six (6) months prior to the then current Addendum Expiration Date.

4.       Addendum Services; Lines of Business; Authorized States
         -------------------------------------------------------

                  a.   [Policy/Claims]   Administration   Services.   Except  as
         specifically  noted in this  Section  4.a,  INSpire  will  provide  the
         [policy/claims]   administration   services   set   forth  in   Section
         1.1[(c)/(d)]  of the  Agreement  and  the  general  management  of such
         services:

                  [INSERT   ANY   ADDITIONS   TO,  OR   EXCLUSIONS   FROM,   THE
                  [POLICY/CLAIMS]  ADMINISTRATION  SERVICES SPECIFIED IN SECTION
                  1.1(c) OF THE AGREEMENT.]

                  b. Authorized Lines of Business: [insert lines of business]

                  c. Authorized States: [insert states]

                                       1
<PAGE>

5.       Addendum Service Fees:
         ---------------------

         [Insert the service  fees for the  services to be provided  pursuant to
this Addendum].

         IN WITNESS WHEREOF, each party to this Service Addendum has caused this
Service  Addendum to be executed and delivered by a duly authorized  officers as
of the date written above.

INSpire:          INSpire Insurance Solutions, Inc.



                   By:
                      ---------------------------------------
                      Jeffrey W. Robinson, President and Chief Operating Officer


Customer:        [insert a signature block for each applicable Millers entity]



                 By:
                    ------------------------------------------
                    [Name, Title]


                                       2
<PAGE>




                                SERVICE ADDENDUMS


                                 [See attached]



<PAGE>



                                 SCHEDULE 1.4(e)

                                 Service Levels

The following definitions apply to the documentation titled Schedule 1.1e:

Service Level Description:

         Description of service level being measured.

Measurement:

         Performance of service level required for  determination of performance
         score only applies to business processed on INSpire Systems.

Daily Factor:

         Based  on  frequency  of  requirement  for  this  service  level  or on
         frequency of interface  availability as  appropriate.  The daily factor
         will be based on Monday  through  Friday and be assigned a daily factor
         of 5%.  If the  service  level is not  measured  the  value of N/A (not
         applicable) is present.

Weight:

         Weighting  factor  used to  determine  relative  impact  on  respective
         service level standards.

Monthly Rating:

         The purpose of the monthly rating is to develop an aggregate  score for
         measuring  INSpire's  performance  as it relates to agreed upon service
         levels. The aggregate score will be used to determine,  in aggregate if
         INSpire's performance will result in additional or reduced service fees
         for the month.

         The methodology  used to determine the aggregate score is to determine,
         for each  measurement,  whether or not INSpire met the desired  service
         level,  exceeded the service level or fell below the service level. For
         example,  the service level  average hold time is 60 seconds.  Each day
         the average hold time is 60 seconds,  INSpire will have met the service
         level.  If the  average  hold time is greater  than 60 seconds due to a
         reason  resulting  from a direct  omission or commission on the part of
         INSpire,  INSpire  will have  fallen  below the service  level.  If the
         average hold time is less than 60 seconds,  INSpire will have  exceeded
         the service level.

         Every time,  (daily in this  example)  that  INSpire  meets the service
         level,  a score of one (1) is earned.  If the service  level is not met
         for a reason that  INSpire is  responsible  for, a score of zero (0) is
         earned.  If the service  level is not met, but not due to a reason that
         INSpire is  responsible  for, a score of one (1) is earned.  Should the

                                       1
<PAGE>

         service  level be  exceeded,  INSpire will earn a score of two (2). The
         following provides an example of one (1) month results:

                         DAY             RESULT                      SCORE

                          1             Met SLA                        1
                          2             Met SLA                        1
                          3             Met SLA                        1
                          4             Below SLA                      0
                          5             Met SLA                        1
                          6             Met SLA                        1
                          7             Exceed SLA                     2
                          8             Met SLA                        1
                          9             Met SLA                        1
                          10            Met SLA                        1
                          11            Met SLA                        1
                          12            Met SLA                        1
                          13            Exceed SLA                     2
                          14            Met SLA                        1
                          15            Met SLA                        1
                          16            Met SLA                        1
                          17            Below SLA                      0
                          18            Met SLA                        1
                          19            Met SLA                        1
                          20            Met SLA                        1
                                                                      --
                                                    TOTAL SCORE       20


         The total score for the SLA is then  divided by the number of times the
         SLA is applicable for the month.  In this case 20/20=1,  for a score of
         100% for this  SLA.  The  individual  score is then  multiplied  by the
         weighing factor of %, resulting in a weighed score, in this example, of
         5%.

         At the end of each month,  a weighed  score using the same  methodology
         will be used to determine an aggregate  score.  The aggregate  score of
         each  individual SLA will be added  together.  INSpire and the Customer
         will mutually agree upon aggregate scores each month.

         If the  aggregate  score is between 100% and 95%, no  adjustment to the
         service  fees will be made.  For every  percentage  point  above  100%,
         INSpire  will  receive an  additional  .5% in service fees subject to a
         maximum of 5%.  For every  percentage  point  below  95%,  the  monthly
         service fee will be reduced by .5%, subject to a maximum of 5%.

         Service  fees  subject  to  this  provision  include  only  those  fees
         indicated for policy and claims administration.

                                       2
<PAGE>


<TABLE>
<CAPTION>

     Service Level Descriptions                                         Measurement                   Daily Factor  Weighing Factor
-------------------------------------- -------------------------------------------------------------- ------------- ---------------
<S>                                    <C>                                                                 <C>           <C>

Call Center Availability               Available between 8:00 a.m. until 5:30 p.m., Monday-Friday,
                                       local time, utilizing toll free service.                            5%            4.76%
-------------------------------------- -------------------------------------------------------------- ------------- ---------------
Call Center Response Time              Average hold time will not exceed 60 seconds.                       5%            4.76%
-------------------------------------- -------------------------------------------------------------- ------------- ---------------
Call Center Abandonment                No more than 5% of calls will be abandoned.                         5%            4.76%
-------------------------------------- -------------------------------------------------------------- ------------- ---------------
Major Error Rate                       Transactions will be processed with a Major Error rate
                                       (defined as those errors effecting coverage or premium)             5%            4.76%
                                       of less than 3%.
-------------------------------------- -------------------------------------------------------------- ------------- ---------------
Overall Error Rate                     Transactions will be processed with an Overall Error
                                       rate of less than 6%.                                               5%            4.76%
-------------------------------------- -------------------------------------------------------------- ------------- ---------------
New Policy Transactions                90% of all new policies will be issued within three
                                       business days of receipt of all of the information necessary        5%           4.76%
                                       to process the transaction.
-------------------------------------- -------------------------------------------------------------- ------------- ---------------
Renewal Transactions                   95% of all renewal transactions will be processed 30 days
                                       (or the number of days agreed to by Customer and INSpire)           5%           4.76%
                                       prior to expiration of the policy. Renewals not processed
                                       at the request of the customer due to pending rate
                                       changes will not be included in this measurement.
-------------------------------------- -------------------------------------------------------------- ------------- ---------------
Endorsement Transactions               90% of all endorsement transactions will be issued within           5%           4.76%
                                       six business days of receipt all the information necessary
                                       to process the transaction.
-------------------------------------- -------------------------------------------------------------- ------------- ---------------
Billing Invoices                       95% of all billing invoices will be mailed by the end of            5%           4.76%
                                       the business day in which they are produced.
-------------------------------------- -------------------------------------------------------------- ------------- ---------------
Refunds                                95% of premium refunds will be mailed by the end of the
                                       business day in which they are produced.                           5%           4.76%
-------------------------------------- -------------------------------------------------------------- ------------- ---------------
Cancellation Notices                   99.9% of all cancellation notices will be mailed by the end
                                       of the business day in which they are produced.                    5%           4.76%
-------------------------------------- -------------------------------------------------------------- ------------- ---------------
Non-renewal Notices                    99.9% of all non-renewal notices will be mailed by the end
                                       of the business day in which they are produced.                    5%           4.76%
-------------------------------------- -------------------------------------------------------------- ------------- ---------------
Loss Reporting                         Loss reports will be taken 24 hours a day, 7 days a week
                                       utilizing toll free service.                                       5%           4.76%
-------------------------------------- -------------------------------------------------------------- ------------- ---------------


                                       3
<PAGE>

Claim Payments                         90% of claim payments will be sent within two business days
                                       after settlement and notification to INSpire by the Customer.      5%           4.76%
-------------------------------------- -------------------------------------------------------------- ------------- ---------------
Table Change Updates                   80% of customer requested modifications requiring table
                                       updates only, will be delivered for testing within fifteen         5%           4.76%
                                       working days after written request.
-------------------------------------- -------------------------------------------------------------- ------------- ---------------
Modification Estimates                 High level time and cost estimates for Customer requested
                                       system program modifications will be completed within 10           5%           4.76%
                                       working days after written request.
-------------------------------------- -------------------------------------------------------------- ------------- ---------------
Cash Deposits                          95% of all cash will be deposited within 2 business days of
                                       receipt.                                                           5%           4.76%
-------------------------------------- -------------------------------------------------------------- ------------- ---------------
Claims Contact to Insureds             85% of claimants contacted within 1 business day.                  5%           4.76%
-------------------------------------- -------------------------------------------------------------- ------------- ---------------
Claims Reserve Setup                   90% of claims reserves will be setup within 2 business days.       5%           4.76%
-------------------------------------- -------------------------------------------------------------- ------------- ---------------
NSF Posting                            99.9% of all NSF checks will be posted into the system within
                                       2 business days.                                                   5%           4.76%
-------------------------------------- -------------------------------------------------------------- ------------- ---------------
Stop Payment of Checks                 99.9% of all requests for stop payment to the bank will be
                                       posted to the proper bank account.                                 5%           4.76%
-------------------------------------- -------------------------------------------------------------- ------------- ---------------
</TABLE>


                                       4
<PAGE>

                             SERVICE ADDENDUM 1.1.1

                       MILLERS IN-HOUSE POLICY PROCESSING

         THIS SERVICE  ADDENDUM IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
         IN THAT CERTAIN MASTER  SERVICES  AGREEMENT  DATED AUGUST __, 1999 (THE
         "AGREEMENT").  A PARTY'S EXECUTION OF A SERVICE ADDENDUM WILL BE DEEMED
         TO BE SUCH PARTY'S (I)  ACKNOWLEDGMENT  AND ACCEPTANCE OF THE TERMS AND
         CONDITIONS  SET FORTH IN THE AGREEMENT AND (II)  EXECUTION AND DELIVERY
         OF THE AGREEMENT.

         1.       Date of this Addendum:
                  ---------------------

                  October 1, 1997

         2.       Parties to this Service Addendum:
                  --------------------------------

                  o        INSpire Insurance Solutions, Inc. ("INSpire")
                  o        The  Millers   Insurance   Company  and  The  Millers
                           Casualty Insurance Company (together, "Customer").

         3.       Addendum Term:
                  -------------

                  The term  during  which  INSpire  will  provide  the  Addendum
                  Services  (as  defined  below) to  Customer  will  commence on
                  October  1,  1997 (the  "Addendum  Effective  Date")  and will
                  expire on  December  31,  2004 (as such  date may be  extended
                  pursuant to this paragraph,  the "Addendum  Expiration  Date")
                  unless  extended  pursuant to the terms of this  paragraph  or
                  terminated  pursuant  to  the  terms  of  the  Agreement  (the
                  "Addendum  Term").  The  Addendum   Expiration  Date  will  be
                  extended  automatically  for an additional term or terms of 12
                  months unless a party to this Service  Addendum  gives written
                  notice of non-extension to the other effected party or parties
                  at  least  six  months  prior  to the  then  current  Addendum
                  Expiration Date.

         4.       Addendum  Services;  Lines  of  Business;  Authorized  States;
                  Programs:

                  a.       Policy    Administration    Services.    Except    as
                           specifically  noted in this Section 4.a, INSpire will
                           provide  the  policy  claims  services  set  forth in
                           Section  1.1(c)  of the  Agreement  and  the  general
                           management of such services:

                  b.       Authorized Lines of Business:

                           (1)  Personal  Lines.   Automobile,   Dwelling  Fire,
                  Homeowners, Inland Marine, Non-Standard Auto, Umbrella.

                                       1
<PAGE>

                           (2)  AgriBusiness.   Policies   underwritten  by  the
                  AgriBusiness Department of Customer.

                  c.       Authorized States:  Alabama,  Idaho,  Louisiana,  New
                           Mexico, Oregon and Texas and such other jurisdictions
                           as the parties may from time to time agree upon.

                  d.       Programs:  AgriBusiness;  Network Insurance Agents in
                           California;  Non  Standard  Auto  in New  Mexico  and
                           Alabama;  Standard  Auto/Homeowners/Bonds in Alabama,
                           Idaho, New Mexico and Texas.

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

         5.       Addendum Service Fees:
                  ---------------------

                           a.       Consultants:  $125.00 per hour

                           b.       Programmers:  $125.00 per hour

                           c. Policy Administration  Services:  $6.68 per month,
                  per in-force policy. Policy administration fees are subject to
                  a minimum of $100,000  per month,  during  which  services are
                  provided.  Effective January 1, 2000, the administration  fees
                  are subject to a minimum of $30,000 per month.  In lieu of all
                  other  fees  listed  in this  Policy  Administration  Services
                  section of Section 5,  Customer  agrees to pay, with regard to
                  the AgriBusiness  program, a monthly service fee to INSpire of
                  0.5% of the in-force premium on said policies,  but subject to
                  a minimum  monthly fee of $28,000 for so long as Customer  has
                  any in-force  premium on said policies.  At such time as there
                  is no in-force  premium on said policies  INSpire will have no
                  obligations with respect to said policies.

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

                           e. Travel:  Customer will  reimburse  INSpire for all
                  travel  requested  by  Customer  in  connection  with the work
                  performed under this Service Addendum.

                  IN WITNESS  WHEREOF,  each party to this Service  Addendum has
         caused this  Service  Addendum to be executed  and  delivered by a duly
         authorized officer as of the date written above.

                                       2
<PAGE>

         INSpire:          INSpire Insurance Solutions, Inc.



                            By: /s/ Jeffrey W. Robinson
                               -------------------------------------------------
                               Jeffrey W. Robinson, President and Chief
                               Operating Officer


         Customer:         The Millers Insurance Company



                           By: /s/ Illegible Executive VP & CFO
                              --------------------------------------------------
                               [Name, Title]


                           The Millers Casualty Insurance Company



                            By: /s/ Illegible Executive VP & CFO
                               -------------------------------------------------
                                 [Name, Title]

                                       3
<PAGE>



                             SERVICE ADDENDUM 1.1.2

                    MILLERS POLICY ADMINISTRATION-HOMEOWNERS

         THIS SERVICE  ADDENDUM IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
         IN THAT CERTAIN MASTER  SERVICES  AGREEMENT  DATED AUGUST __, 1999 (THE
         "AGREEMENT").  A PARTY'S EXECUTION OF A SERVICE ADDENDUM WILL BE DEEMED
         TO BE SUCH PARTY'S (I)  ACKNOWLEDGMENT  AND ACCEPTANCE OF THE TERMS AND
         CONDITIONS  SET FORTH IN THE AGREEMENT AND (II)  EXECUTION AND DELIVERY
         OF THE AGREEMENT.

         1.       Date of this Addendum:
                  ---------------------

                  May 1, 1997

         2.       Parties to this Service Addendum:
                  --------------------------------

                  o        INSpire Insurance Solutions, Inc. ("INSpire")
                  o        The  Millers   Insurance   Company  and  The  Millers
                           Casualty Insurance Company (together, "Customer").

         3.       Addendum Term:
                  -------------

                  The term  during  which  INSpire  will  provide  the  Addendum
                  Services (as defined  below) to Customer  will commence on May
                  1, 1997 (the  "Addendum  Effective  Date") and will  expire on
                  December  31, 2004 (as such date may be  extended  pursuant to
                  this  paragraph,   the  "Addendum   Expiration  Date")  unless
                  extended pursuant to the terms of this paragraph or terminated
                  pursuant to the terms of the Agreement (the "Addendum  Term").
                  The Addendum  Expiration  Date will be extended  automatically
                  for an additional term or terms of 36 months unless a party to
                  this Service Addendum gives written notice of non-extension to
                  the other  effected party or parties at least six months prior
                  to the then current Addendum Expiration Date.

         4.       Addendum  Services;  Lines  of  Business;  Authorized  States;
                  Programs:

                           a.       Except as specifically noted in this Section
                                    4.a,   INSpire   will   provide  the  policy
                                    administration services set forth in Section
                                    1.1(c)  of the  Agreement  and  the  general
                                    management of such services:

                                    Including agency bill

                           b.       Authorized  Lines  of  Business:  Homeowners
                                    (HO3).


                                       1
<PAGE>

                           c.       Authorized States:  Florida, Nevada

                           d.       Programs:  EWB, Harbor

                           e.       Location of Provision of Addendum  Services:
                                    INSpire will  provide the Addendum  Services
                                    at an INSpire service center.

         5.       Addendum Service Fees:
                  ---------------------

                           a.       Consultants:  $125.00 per hour

                           b.       Programmers:  $125.00 per hour

                           c. Policy  Administration  Services:  6.25% of Direct
                  Written Premium subject to a $56.00 per policy minimum. At the
                  end of each month,  beginning on the effective date hereof, an
                  adjustment  will be  made if the  number  of  policies  issued
                  multiplied  by the per policy  minimum  exceed 6.25% of direct
                  written premium for the same period.

                           d. Billing Fees: Installment fees will be retained by
                  INSpire.

                           e. Special Fees: Processing system modifications will
                  be charged to Customer on a time and materials basis utilizing
                  the appropriate mix of service  personnel  required to perform
                  the  modification.  Additional  reports  or  modifications  to
                  agreed upon reports will also be charged to Customer on a time
                  and material basis  utilizing the  appropriate  mix of service
                  personnel required to perform the modifications or produce new
                  reports. Hourly rates for such personnel are listed above.

                           f. Travel:  Customer will  reimburse  INSpire for all
                  travel  requested  by  Customer  in  connection  with the work
                  performed under this Service Addendum.

                  IN WITNESS  WHEREOF,  each party to this Service  Addendum has
         caused this  Service  Addendum to be executed  and  delivered by a duly
         authorized officer as of the date written above.



         INSpire:          INSpire Insurance Solutions, Inc.



                           By: /s/ Jeffrey W. Robinson
                              --------------------------------------------------
                              Jeffrey W. Robinson, President and Chief Operating
                              Officer

                                       2
<PAGE>

         Customer:         The Millers Insurance Company



                           By: /s/ Illegible Executive VP & CFO
                              --------------------------------------------------
                               [Name, Title]


                           The Millers Casualty Insurance Company



                            By: /s/ Illegible Executive VP & CFO
                               -------------------------------------------------
                                [Name, Title]


                                       3
<PAGE>


                             SERVICE ADDENDUM 1.1.3

                          MILLERS CLAIMS ADMINISTRATION

         THIS SERVICE  ADDENDUM IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
         IN THAT CERTAIN MASTER  SERVICES  AGREEMENT  DATED AUGUST __, 1999 (THE
         "AGREEMENT").  A PARTY'S EXECUTION OF A SERVICE ADDENDUM WILL BE DEEMED
         TO BE SUCH PARTY'S (I)  ACKNOWLEDGMENT  AND ACCEPTANCE OF THE TERMS AND
         CONDITIONS  SET FORTH IN THE AGREEMENT AND (II)  EXECUTION AND DELIVERY
         OF THE AGREEMENT.

         1.       Date of this Addendum:
                  ---------------------

                  October 1, 1997

         2.       Parties to this Service Addendum:
                  --------------------------------

                  o        INSpire Insurance Solutions, Inc. ("INSpire")
                  o        The  Millers   Insurance   Company  and  The  Millers
                           Casualty Insurance Company (together, "Customer").

         3.       Addendum Term:
                  -------------

                  The term  during  which  INSpire  will  provide  the  Addendum
                  Services  (as  defined  below) to  Customer  will  commence on
                  October  1,  1997 (the  "Addendum  Effective  Date")  and will
                  expire on  December  31,  2004 (as such  date may be  extended
                  pursuant to this paragraph,  the "Addendum  Expiration  Date")
                  unless  extended  pursuant to the terms of this  paragraph  or
                  terminated  pursuant  to  the  terms  of  the  Agreement  (the
                  "Addendum  Term").  The  Addendum   Expiration  Date  will  be
                  extended  automatically  for an additional term or terms of 36
                  months unless a party to this Service  Addendum  gives written
                  notice of non-extension to the other effected party or parties
                  at  least  six  months  prior  to the  then  current  Addendum
                  Expiration Date.

         4.       Addendum  Services;  Lines  of  Business;  Authorized  States;
                  Programs:

                           a. Except as specifically  noted in this Section 4.a,
                  INSpire  will provide the claims  administration  services set
                  forth in  Section  1.1(d)  of the  Agreement  and the  general
                  management of such services:

                           b. Authorized  Lines of Business:  Private  Passenger
                  Automobile,   Homeowners,   Commercial  Casualty  Multi-Peril,
                  Commercial Property, Farm-owners, Umbrella.


                                       1
<PAGE>

                           c.       Authorized States:

                  Alabama                   Louisiana         Oklahoma
                  Connecticut               Delaware          Georgia
                  Maine                     Maryland          New Hampshire
                  New Jersey                New York          Vermont
                  Virginia                  Pennsylvania      West Virginia
                  Arizona                   Michigan          Oregon
                  Arkansas                  Minnesota         South Carolina
                  California                Mississippi       South Dakota
                  Colorado                  Missouri          Tennessee
                  Florida                   Montana           Texas
                  Idaho                     Nebraska          Utah
                  Illinois                  Nevada            Washington
                  Indiana                   New Mexico        Wisconsin
                  Iowa                      North Carolina    Wyoming
                  Kansas                    North Dakota
                  Kentucky                  Ohio


                           d. Programs:  Millers,  Suncoast,  Lane, Pinnacle, WE
                  Love

                           e.  Location  of  Provision  of  Addendum   Services:
                  INSpire  will  provide  the  Addendum  Services  at an INSpire
                  service center.

         5.       Addendum Service Fees:
                  ---------------------

                           a.       Consultants:  $125.00 per hour

                           b.       Programmers:  $125.00 per hour

                           c. Claims Administration  Services:  Prior to January
                  1, 2000 for all programs and January 1, 2000 and later for any
                  discontinued  programs,  fees  will be based  on a charge  per
                  claim as defined  below. A claim is defined as an open feature
                  as shown below.  Monthly  maintenance fees are for claims open
                  greater than 31 days at each month end.  Customer  will not be
                  responsible  for any of the  fees  set  forth  below  that are
                  incurred in connection with a claim opened in error.

                                       2
<PAGE>

                  Feature                      Claim Fee             Monthly Fee

                  Auto BI/UM                   $450                      $100
                  Auto Non-BI/UM               $250                      $50
                  Auto First Party             $150                      $50

                  Homeowners                   $600                      $60

                  Commercial Property          $700                      $70
                  Commercial Casualty        $1,000                     $100

                  Effective   January  1,   2000,   all   programs   other  than
                  discontinued programs will be charged at the following rates:

                  Line of Business                    Percent of Earned Premium

                  Residential Property                           7.0%
                  Personal Auto                                  7.5%
                  Commercial Lines                               9.5%

                  Other Fees:
                  ----------

                  Subrogation                     25% of recoveries
                  Salvage                         15% of recoveries
                  SIU Services                    $60.00/hr. plus outside fees

                  Homeowner,  Commercial Property and Commercial Casualty claims
                  with an incurred  loss greater than $100,000 will be billed at
                  "time and  expense,"  rather than the rates shown on the above
                  schedule.  "Time and  expense"  is  defined as $60.00 per hour
                  plus any outside adjusting fees.

                           d. Expenses Excluded: Legal,  Reconstruction Experts,
                  Agronomist and Engineers.

                           e. Special Fees: Claim system modifications requested
                  and approved by Customer will be charged to Customer on a time
                  and materials  basis  utilizing the appropriate mix of service
                  personnel  required  to perform the  modification.  Additional
                  reports not currently being provided  pursuant to this Service
                  Addendum or  modifications  to agreed upon  reports  currently
                  being provided  pursuant to this Service Addendum will also be
                  charged to Customer on a time and  materials  basis  utilizing
                  the appropriate mix of service  personnel  required to perform
                  the  modifications  or produce new  reports.  Hourly rates for
                  such personnel are listed above.


                                       3
<PAGE>

                  IN WITNESS  WHEREOF,  each party to this Service  Addendum has
         caused this  Service  Addendum to be executed  and  delivered by a duly
         authorized officer as of the date written above.



         INSpire:          INSpire Insurance Solutions, Inc.



                           By: /s/ Jeffrey W. Robinson
                              --------------------------------------------------
                              Jeffrey W. Robinson, President and Chief
                              Operating Officer


         Customer:         The Millers Insurance Company



                           By: /s/ Illegible Executive VP & CFO
                              --------------------------------------------------
                              [Name, Title]


                           The Millers Casualty Insurance Company



                           By:  /s/ Illegible Executive VP & CFO
                              --------------------------------------------------
                               [Name, Title]



                                      4
<PAGE>


                             SERVICE ADDENDUM 1.1.4

                    MILLERS CLAIMS ADMINISTRATION-HOMEOWNERS

         THIS SERVICE  ADDENDUM IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
         IN THAT CERTAIN MASTER  SERVICES  AGREEMENT  DATED AUGUST __, 1999 (THE
         "AGREEMENT").  A PARTY'S EXECUTION OF A SERVICE ADDENDUM WILL BE DEEMED
         TO BE SUCH PARTY'S (I)  ACKNOWLEDGMENT  AND ACCEPTANCE OF THE TERMS AND
         CONDITIONS  SET FORTH IN THE AGREEMENT AND (II)  EXECUTION AND DELIVERY
         OF THE AGREEMENT.

         1.       Date of this Addendum:
                  ---------------------

                  June 1, 1997

         2.       Parties to this Service Addendum:
                  --------------------------------

                  o        INSpire Insurance Solutions, Inc. ("INSpire")
                  o        The  Millers   Insurance   Company  and  The  Millers
                           Casualty Insurance Company (together, "Customer").

         3.       Addendum Term:
                  -------------

                  The term  during  which  INSpire  will  provide  the  Addendum
                  Services (as defined  below) to Customer will commence on June
                  1, 1997 (the  "Addendum  Effective  Date") and will  expire on
                  December  31, 2004 (as such date may be  extended  pursuant to
                  this  paragraph,   the  "Addendum   Expiration  Date")  unless
                  extended pursuant to the terms of this paragraph or terminated
                  pursuant to the terms of the Agreement (the "Addendum  Term").
                  The Addendum  Expiration  Date will be extended  automatically
                  for an additional term or terms of 36 months unless a party to
                  this Service Addendum gives written notice of non-extension to
                  the other  effected party or parties at least six months prior
                  to the then current Addendum Expiration Date.

         4.       Addendum  Services;  Lines  of  Business;  Authorized  States;
                  Programs:

                           a.       Except as specifically noted in this Section
                                    4.a,   INSpire   will   provide  the  policy
                                    administration services set forth in Section
                                    1.1(d)  of the  Agreement  and  the  general
                                    management of such services:

                           b.       Authorized  Lines  of  Business:  Homeowners
                                    (HO3).

                           c.       Authorized States:  Florida, Nevada

                                       1
<PAGE>

                           d.       Programs:  EWB, Harbor

                           e.       Location of Provision of Addendum  Services:
                                    INSpire will  provide the Addendum  Services
                                    at an INSpire service center.

         5.       Addendum Service Fees:
                  ---------------------

                           a.       Consultants:  $125.00 per hour

                           b.       Programmers:  $125.00 per hour

                           c.  Claims  Life Cycle  Services:  Fees will be based
                  upon 7% of earned premium for non-catastrophe claims and 5% of
                  incurred loss for catastrophe claims.

                           e. Special Fees: Claim system  modifications  will be
                  charged to Customer on a time and  materials  basis  utilizing
                  the appropriate mix of service  personnel  required to perform
                  the  modification.  Additional  reports  or  modifications  to
                  agreed upon reports will also be charged to Customer on a time
                  and material basis  utilizing the  appropriate  mix of service
                  personnel required to perform the modifications or produce new
                  reports. Hourly rates for such personnel are listed above.

                  Legal  expenses are excluded  from all fees and will be passed
                  through to Customer.

                  Gross direct earned premium for the billing month and incurred
                  catastrophe  loss,  if any, will be the basis of fees for that
                  month.

                  IN WITNESS  WHEREOF,  each party to this Service  Addendum has
         caused this  Service  Addendum to be executed  and  delivered by a duly
         authorized officer as of the date written above.


         INSpire:          INSpire Insurance Solutions, Inc.



                           By: /s/ Jeffrey W. Robinson
                              --------------------------------------------------
                              Jeffrey W. Robinson, President and Chief Operating
                              Officer


                                       2
<PAGE>

         Customer:         The Millers Insurance Company



                           By:
                              --------------------------------------------------
                               [Name, Title]


                           The Millers Casualty Insurance Company



                           By:
                              --------------------------------------------------
                               [Name, Title]



                                       3
<PAGE>



                             SERVICE ADDENDUM 1.1.5

                                 MILLERS MGA-IT


THIS SERVICE  ADDENDUM IS SUBJECT TO THE TERMS AND  CONDITIONS SET FORTH IN THAT
CERTAIN MASTER SERVICES  AGREEMENT DATED AUGUST ___, 1999 (THE  "AGREEMENT").  A
PARTY'S  EXECUTION OF A SERVICE  ADDENDUM  WILL BE DEEMED TO BE SUCH PARTY'S (I)
ACKNOWLEDGEMENT  AND  ACCEPTANCE  OF THE TERMS AND  CONDITIONS  SET FORTH IN THE
AGREEMENT AND (II) EXECUTION AND DELIVERY OF THE AGREEMENT.

1.       Date of this Addendum:
         ----------------------

                  January 1, 1998

2.       Parties to this Service Addendum:

         o        INSpire Insurance Solutions, Inc. ("INSpire")
         o        Miller's General Agency, Inc. ("Customer")

3.       Addendum Term:
         -------------

                  The term  during  which  INSpire  will  provide  the  Addendum
                  Services  (as  defined  below) to  Customer  will  commence on
                  January  1,  1998 (the  "Addendum  Effective  Date")  and will
                  expire on  December  31,  2004 (as such  date may be  extended
                  pursuant to this paragraph,  the "Addendum  Expiration  Date")
                  unless  extended  pursuant to the terms of this  paragraph  or
                  terminated  pursuant  to  the  terms  of  the  Agreement  (the
                  "Addendum  Term").  The  Addendum   Expiration  Date  will  be
                  extended  automatically  for an additional term or terms of 12
                  months unless a party to this Service  Addendum  gives written
                  notice of non-extension to the other effected party or parties
                  at  least  six  months  prior  to the  then  current  Addendum
                  Expiration Date.

4.       Addendum Term:
         -------------

                           a. During the term of this  Agreement,  INSpire  will
                  provide the Technical  Services defined below for the Lines of
                  Business (Section 4.c below) for the States specified (Section
                  4.d below)  written by or through  Customer.  INSpire will, in
                  accordance  with guidance and direction  provided by Customer,
                  provide all Technical  Services and general management of such
                  services for the subject business as follows:

         (1)      INSpire will provide  implementation  and customization of the
                  Windows for Property Casualty Base system.

                                       1
<PAGE>

         (2)      INSpire will provide nightly data processing services for each
                  business day and a monthly run per Customer's schedule.

         (3)      INSpire will provide 24 hour toll free help-desk support.

         (4)      INSpire will provide  Customer  access to the system from 7:00
                  A.M. to 7:00 P.M. C.S.T. daily.

         (5)      The printing of all data center generated output.

         (6)      Maintenance of the system.

         (7)      Non-code  change   customizations,   as  may  be  required  by
                  Customer.

         (8)      System code  modifications and enhancements as may be required
                  by Customer at the rates specified in Section F below.

         (9)      Preparation of a magnetic tape of commission data for Customer
                  to prepare Federal 1099 tax statements for commissions paid to
                  agents.

         (10)     Information  and  statistical  data (i)  required by Insurance
                  Services  Office,  (ii)  necessary for Customer to prepare any
                  reports  required by the  National  Association  of  Insurance
                  Commissioners,  and (iii) required by Texas Insurance Checking
                  Office.

         (11)     Includes agency bill

                  b. Authorized Companies: The Millers Insurance Company and The
         Millers Casualty Insurance Company.

                  c. Authorized Lines of Business:  Commercial Property, General
         Liability,  Inland Marine, Crime, Auto, Garage, TX Commercial Property,
         TX EEP,  TX  Glass,  TX Auto,  TX  Garage,  BOP/CAP,  Truckers,  TX ISO
         Property,  Workers  Comp,  Umbrella,  ISO Package,  TX Package,  TX ISO
         Package

                  d. Authorized States:

                  Alabama            Louisiana                Oklahoma
                  Arizona            Michigan                 Oregon
                  Arkansas           Minnesota                South Carolina
                  California         Mississippi              South Dakota
                  Colorado           Missouri                 Tennessee
                  Florida            Montana                  Texas
                  Idaho              Nebraska                 Utah
                  Illinois           Nevada                   Washington
                  Indiana            New Mexico               Wisconsin
                  Iowa               North Carolina           Wyoming
                  Kansas             North Dakota
                  Kentucky           Ohio


                                       2
<PAGE>

                  e.  Location of Provision of Addendum  Services:  INSpire will
         provide the Addendum Services at an INSpire service center.

5.       Addendum Services Fees:
         ----------------------

                           a.       Consultants:  $130.00 per hour

                           b.       Programmers:  $130.00 per hour

                           c.       Technical Services:

                  Monthly Premium*                   Fee**
                  ---------------                    ---

                  $0 - 4,000,000                     3.00%
                  $4,000,001-8,000,000               2.50%
                  Above $8,000,000                   2.00%

                  *  Gross Written Direct Premium
                  ** Percent of Gross Written Direct Premium

                  Technical  service fees are to be inclusive of any Texas state
                  sales tax that would result from these services.

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

                           e. Travel:  Customer will  reimburse  INSpire for all
                  travel  requested  by  Customer  in  connection  with the work
                  performed under this Service Addendum.

                           f. Implementation: $250,000 for the Implementation of
                  the  Windows  for   Property   and   Casualty   Base   system.
                  Implementation will include table customization as required by
                  Customer.  Additional programming, if any, will be provided on
                  a time and material basis at the hourly rates listed above. No
                  programming will commence without prior approval by Customer.


                                       3
<PAGE>


                  IN WITNESS  WHEREOF,  each party to this Service  Addendum has
         caused this  Service  Addendum to be executed  and  delivered by a duly
         authorized officer as of the date written above.


         INSpire:          INSpire Insurance Solutions, Inc.



                           By: /s/ Jeffrey W. Robinson
                              -------------------------------------------------
                              Jeffrey W. Robinson, President and Chief Operating
                              Officer


         Customer:         Millers General Agency, Inc.



                           By: /s/ Illegible CFO
                              -------------------------------------------------
                              [Name, Title]




                                       4
<PAGE>



                             SERVICE ADDENDUM 1.1.6

                                   IT SERVICE

         THIS SERVICE  ADDENDUM IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
         IN THAT CERTAIN MASTER  SERVICES  AGREEMENT  DATED AUGUST __, 1999 (THE
         "AGREEMENT").  A PARTY'S EXECUTION OF A SERVICE ADDENDUM WILL BE DEEMED
         TO BE SUCH PARTY'S (I)  ACKNOWLEDGMENT  AND ACCEPTANCE OF THE TERMS AND
         CONDITIONS  SET FORTH IN THE AGREEMENT AND (II)  EXECUTION AND DELIVERY
         OF THE AGREEMENT.

         1.       Date of this Addendum:
                  ---------------------

                  July 1, 1997

         2.       Parties to this Service Addendum:
                  --------------------------------

                  o        INSpire Insurance Solutions, Inc. ("INSpire")
                  o        The  Millers   Insurance   Company  and  The  Millers
                           Casualty Insurance Company (together, "Customer").

         3.       Addendum Term:
                  -------------

                  The term  during  which  INSpire  will  provide  the  Addendum
                  Services (as defined  below) to Customer will commence on July
                  1, 1997 (the  "Addendum  Effective  Date") and will  expire on
                  December  31, 2004 (as such date may be  extended  pursuant to
                  this  paragraph,   the  "Addendum   Expiration  Date")  unless
                  extended pursuant to the terms of this paragraph or terminated
                  pursuant to the terms of the Agreement (the "Addendum  Term").
                  The Addendum  Expiration  Date will be extended  automatically
                  for subsequent one year periods unless a party to this Service
                  Addendum  gives written notice of  non-extension  to the other
                  effected  party or  parties at least 60 days prior to the then
                  current Addendum Expiration Date.

         4.       Addendum  Services;  Lines  of  Business;  Authorized  States;
                  Programs:

                  INSpire will provide  information  system  services for and on
                  behalf of Customer which will include, but will not be limited
                  to:

                           (a) telecommunications  services (such services to be
                  eliminated  in the  event  Customer  moves  from  its  current
                  location);

                           (b) hardware services;

                           (c) application software services;


                                       1
<PAGE>

                           (d) system software services;

                           (e) network services;

                           (f) system integration services.

         5.       Addendum Service Fees:
                  ---------------------

                  The  compensation  due INSpire from  Customer for the Addendum
                  Services is as follows:
<TABLE>
<CAPTION>

                                              Category A*, ***         Category B**, ***                ***
                  --------------------------- ------------------------ ------------------------ ---------------------
                  Calendar Year               Percent of Direct        Percent of Net           Monthly
                                              Written Premium          Written Premium          Minimum
                  --------------------------- ------------------------ ------------------------ ---------------------
                  <S>                         <C>                      <C>                      <C>

                  1997                        6.0%                     6.0%                     $375,000
                  --------------------------- ------------------------ ------------------------ ---------------------
                  1998                        5.5%                     5.5%                     $300,000
                  --------------------------- ------------------------ ------------------------ ---------------------
                  1999                        5.0%                     5.0%                     $275,000
                  --------------------------- ------------------------ ------------------------ ---------------------
                  2000-2001                   4.0%                     4.0%                     $208,333
                  --------------------------- ------------------------ ------------------------ ---------------------
                  2002-2003                   3.5%                     3.5%                     $166,667
                  --------------------------- ------------------------ ------------------------ ---------------------
                  2004                        2.5%                     2.5%                     $125,000
                  --------------------------- ------------------------ ------------------------ ---------------------
<FN>

                  *        Category A  represents  premiums  written by Customer
                           for which Customer  utilizes the Addendum Services to
                           process policies and/or claims.

                  **       Category B  represents  premiums  written by Customer
                           for which Customer  utilizes the Addendum Services to
                           process management and bureau report processing only.

                  ***      The Service Fees associated  with  telecommunications
                           services  will be  eliminated  in the event  Customer
                           moves from its current location;
</FN>
</TABLE>

                  At the request and  approval of  Customer,  INSpire  will make
                  Systems   Modifications   to  INSpire   supplied   application
                  software.  Work  will be done at a rate of  $130.00  per hour.
                  Cost for any modifications required by Customer of application
                  software  licensed by Customer from sources other than INSpire
                  will be the  responsibility of Customer.  Service  Corrections
                  will not be billed to Customer.

                  INSpire will bill Customer monthly for services within 15 days
                  after the end of each calendar month during the Addendum Term.
                  Payment  will be made by  Customer  within  30 days  after the
                  delivery of such invoice.

                  Any amount  owing from  Customer to INSpire  that has not been
                  paid by the due date will be subject to a late payment  charge
                  of 1% per month.

                                       2
<PAGE>

                  IN WITNESS  WHEREOF,  each party to this Service  Addendum has
         caused this  Service  Addendum to be executed  and  delivered by a duly
         authorized officer as of the date written above.


         INSpire:          INSpire Insurance Solutions, Inc.



                           By: /s/ Jeffrey W. Robinson
                              --------------------------------------------------
                              Jeffrey W. Robinson, President and Chief Operating
                              Officer


         Customer:         The Millers Insurance Company



                           By:  /s/ Illegible Executive VP & CFO
                              --------------------------------------------------
                              [Name, Title]


                            The Millers Casualty Insurance Company



                            By:  /s/ Illegible Executive VP & CFO
                               -------------------------------------------------
                               [Name, Title]



                                       3
<PAGE>


                             SERVICE ADDENDUM 1.1.7

                                 MILLERS--NOBEL

         THIS SERVICE  ADDENDUM IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
         IN THAT CERTAIN MASTER  SERVICES  AGREEMENT  DATED AUGUST __, 1999 (THE
         "AGREEMENT").  A PARTY'S EXECUTION OF A SERVICE ADDENDUM WILL BE DEEMED
         TO BE SUCH PARTY'S (I)  ACKNOWLEDGMENT  AND ACCEPTANCE OF THE TERMS AND
         CONDITIONS  SET FORTH IN THE AGREEMENT AND (II)  EXECUTION AND DELIVERY
         OF THE AGREEMENT.

         1.       Date of this Addendum:
                  ---------------------

                  July 1, 1999

         2.       Parties to this Service Addendum:
                  --------------------------------

                  o        INSpire Insurance Solutions, Inc. ("INSpire")
                  o        Policies   Assumed  from  Nobel   Insurance   Company
                           ("Customer").

         3.       Addendum Term:
                  -------------

                  The term  during  which  INSpire  will  provide  the  Addendum
                  Services (as defined  below) to Customer will commence on July
                  1, 1999 (the  "Addendum  Effective  Date") and will  expire on
                  December  31, 2004 (as such date may be  extended  pursuant to
                  this  paragraph,   the  "Addendum   Expiration  Date")  unless
                  extended pursuant to the terms of this paragraph or terminated
                  pursuant to the terms of the Agreement (the "Addendum  Term").
                  The Addendum  Expiration  Date will be extended  automatically
                  for an additional term or terms of 12 months unless a party to
                  this Service Addendum gives written notice of non-extension to
                  the other  effected party or parties at least six months prior
                  to the then current Addendum Expiration Date.

                  The  "Addendum  Implementation  Period"  will  commence on the
                  Addendum Effective Date and will terminate upon completing the
                  implementation   of  INSpire's   processes   and  Systems  and
                  completing  the  conversion  of  Customer's  data to INSpire's
                  Systems.   During  the  Addendum  Implementation  Period,  (i)
                  INSpire  will  prepare an  analysis  of the lines of  business
                  included  within  the  terms of this  Service  Addendum,  (ii)
                  Customer will reasonably  assist INSpire with the gathering of
                  appropriate  data,  information,  background,  and other facts
                  necessary to enable  INSpire to perform the Addendum  Services
                  and (iii)  INSpire  will  design,  procure and  implement  all
                  Systems  and  personnel  necessary  to  perform  the  Addendum
                  Services in accordance with this Service Addendum.


                                       1
<PAGE>

         4.       Addendum  Services;  Lines  of  Business;  Authorized  States;
                  Programs:

                           a. Except as specifically  noted in this Section 4.a,
                  INSpire  will provide the policy  administration  services set
                  forth in  Section  1.1(c)  of the  Agreement  and the  general
                  management of such services:

                                    Includes agency bill

                           b. Except as specifically  noted in this Section 4.a,
                  INSpire  will provide the claims  administration  services set
                  forth in  Section  1.1(d)  of the  Agreement  and the  general
                  management of such services:

                           c. Authorized Lines of Business.  Fire, Allied Lines,
                  Homeowners, Inland Marine, Other Liability.

                           d. Authorized  States.  Alabama,  Georgia,  Illinois,
                  Indiana,  Kentucky,  Minnesota,  Mississippi,  North Carolina,
                  Ohio, South Carolina, Tennessee, Wisconsin.

                           e.  Location  of  Provisions  of  Addendum  Services.
                  INSpire  will  provide  the  Addendum  Services  at an INSpire
                  service center.

         5.       Addendum Service Fees:
                  ---------------------

                           a.       Consultants:  $125.00 per hour

                           b.       Programmers:  $125.00 per hour

                           c.    Policy    Administration    Services.    Policy
                  administration fees for each month from the Addendum Effective
                  Date until  October 31, 1999 (the  "Initial  Period")  will be
                  equal to 15.10% of the Direct Written  Premiums  recognized by
                  Customer for such month,  subject to a minimum  monthly policy
                  administration fee of $251,667. Policy administration fees for
                  each month  subsequent to the Initial  Period will be equal to
                  10.00% of the Direct Written  Premiums  recognized by Customer
                  for each  such  month,  subject  to a minimum  monthly  policy
                  administration fee of $150,000.

                           d.    Claims    Administration    Services.    Claims
                  administration  fees for each of the months during the Initial
                  Period will be equal to 6.67% of the Earned Premium recognized
                  by Customer  for such month.  Claims  administration  fees for
                  each month  subsequent to the Initial  Period will be equal to
                  6.50% of the Earned  Premium  recognized  by Customer for each
                  such month.  Effective July 1, 2000, the claim  administration
                  fee will be subject to a minimum of $105,000.

                           e. Special  Investigation  Unit.  When  requested and
                  authorized by Customer,  special  investigation  unit services
                  will be charged to Customer on a time and materials basis. The
                  hourly rate for personnel performing these services is $60.000

                                       2
<PAGE>

                           f. Salvage and Subrogation.  INSpire will be entitled
                  to retain twenty-five percent (25%) of the total amount of all
                  salvage  and  subrogation  recoveries  actually  collected  by
                  INSpire.  Effective  January 1, 2000,  the  retention  fee for
                  salvage will be 15%.

                           g.  Catastrophe   Fees.  The  Addendum  Service  Fees
                  related to catastrophe services will equal 5% of incurred loss
                  resulting from catastrophes.

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

                           i. Travel.  Customer will  reimburse  INSpire for all
                  travel  requested  by  Customer  in  connection  with the work
                  performed under this Service Addendum.




                                       3

<PAGE>


                  IN WITNESS  WHEREOF,  each party to this Service  Addendum has
         caused this  Service  Addendum to be executed  and  delivered by a duly
         authorized officer as of the date written above.


         INSpire:          INSpire Insurance Solutions, Inc.



                           By: /s/ Jeffrey W. Robinson
                              --------------------------------------------------
                              Jeffrey W. Robinson, President and Chief Operating
                              Officer


         Customer:         The Millers Insurance Company



                           By: /s/ Illegible Executive VP & CFO
                              --------------------------------------------------
                              [Name, Title]



                                       4
<PAGE>


INSpire
INSURANCE SOLUTIONS





                             LETTER OF UNDERSTANDING



The parties  executing  this letter  below,  recognize and agree that the Master
Services Agreement entered into by INSpire Insurance Solutions, Inc. and Millers
American Group,  and its affiliates,  effective  December 30, 1999 is subject to
approval by the Texas  Department  of  Insurance.  Both parties agree to use all
reasonable efforts to ensure such approval. Both parties further agree that they
are unaware of any reason or impediment to the granting of such approval.




INSpire Insurance Solutions, Inc.            Millers American Group
                                             (and its affiliates)

Signed:  /s/ Jeffrey W. Robinson             Signed: /s/ Joy J. Keller
        ------------------------------------        ----------------------------

Name:  Jeffrey W. Robinson                   Name: Joy J. Keller
      --------------------------------------       -----------------------------

Title:  President                            Title: EVP & CFO
       -------------------------------------       -----------------------------

Date:    December 30, 1999                   Date: December 30, 1999
      --------------------------------------      ------------------------------








300 Burnett Street
Fort Worth, Texas  76102-2799
817-348-3900
FAX 817-348-3990
www.nspr.com

                                       1
<PAGE>


                           b. Except as specifically  noted in this Section 4.a,
                  INSpire  will provide the claims  administration  services set
                  forth in  Section  1.1(d)  of the  Agreement  and the  general
                  management of such services.

                           c. Authorized Lines of Business.  Fire, Allied Lines,
                  Homeowners, Inland Marine, Other Liability.

                           d. Authorized  States.  Alabama,  Georgia,  Illinois,
                  Indiana,  Kentucky,  Minnesota,  Mississippi,  North Carolina,
                  Ohio, South Carolina, Tennessee, Wisconsin.

                           e.  Location  of  Provision  of  Addendum   Services.
                  INSpire  will  provide  the  Addendum  Services  at an INSpire
                  service center.

         5.       Addendum Service Fees:
                  ---------------------

                           a.       Consultants.  $125.00 per hour.

                           b. Programmers. $125.00 per hour.

                           c.    Policy    Administration    Services.    Policy
                  administration fees for each month from the Addendum Effective
                  Date until  October 31, 1999 (the  "Initial  Period")  will be
                  equal to 15.10% of the Direct Written  Premiums  recognized by
                  Customer for such month,  subject to a minimum  monthly policy
                  administration fee of $251,667. Policy administration fees for
                  each month  subsequent to the Initial  Period will be equal to
                  10.00% of the Direct Written  Premiums  recognized by Customer
                  for each  such  month,  subject  to a minimum  monthly  policy
                  administration fee of $150,000.

                           d.    Claims    Administration    Services.    Claims
                  administration  fees for each of the months during the Initial
                  Period will be equal to 6.67% of the Earned Premium recognized
                  by  Customer  for such  month,  subject  to a minimum  monthly
                  claims  administration fee of $111,167.  Claims administration
                  fees for each month  subsequent to the Initial  Period will be
                  equal to 6.50% of the Earned  Premium  recognized  by Customer
                  for each  such  month,  subject  to a minimum  monthly  claims
                  administration fee of $108,333. Effective January 1, 2000, the
                  claim  administration  fee will be 7.0% of the earned  premium
                  subject to a minimum of $105,000.

                           e. Special  Investigation  Unit.  When  requested and
                  authorized by Customer,  special  investigation  unit services
                  will be charged to Customer on a time and materials basis. The
                  hourly rate for personnel performing these services is $60.00.


                                       2
<PAGE>

                           f. Salvage and Subrogation.  INSpire will be entitled
                  to retain twenty-five (25%) of the total amount of all salvage
                  and  subrogation  recoveries  actually  collected  by INSpire.
                  Effective  January 1, 2000, the retention fee for salvage will
                  be 15%.

                           g.  Catastrophe   Fees.  The  Addendum  Service  Fees
                  related to catastrophe services will equal 5% of incurred loss
                  resulting from catastrophes.

         5.       Addendum Service Fees:
                  ---------------------

                           a. Consultants: $130.000 per hour

                           b. Programmers: $130.00 per hour

                           c. Technical Services:

                  Monthly Premium*                   Fee**
                  ---------------                    ---

                  $0 - 4,000,000                     3.00%
                  $4,000,001-8,000,000               2.50%
                  Above $8,000,000                   2.00%

                  *  Gross Written Direct Premium
                  ** Percent of Gross Written Direct Premium

                  Technical service fees are subject to a minimum of $75,000 per
                  month, during which services are provided.

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

                           e. Travel:  Customer will  reimburse  INSpire for all
                  travel  requested  by  Customer  in  connection  with the work
                  performed under this Service Addendum.

                           f. Implementation: $250,000 for the Implementation of
                  the  Windows  for   Property   and   Casualty   Base   system.
                  Implementation will include table customization as required by
                  Customer.  Additional programming, if any, will be provided on
                  a time and material basis at the hourly rates listed above. No
                  programming will commence without prior approval by Customer.


                                       3
<PAGE>


                  IN WITNESS  WHEREOF,  each party to this Service  Addendum has
         caused this  Service  Addendum to be executed  and  delivered by a duly
         authorized officer as of the date written above.


         INSpire:          INSpire Insurance Solutions, Inc.



                           By:
                              --------------------------------------------------
                              Jeffrey W. Robinson, President and Chief Operating
                              Officer


         Customer:         Millers General Agency, Inc.



                           By:
                              --------------------------------------------------
                               [Name, Title]





                                       4
<PAGE>


                                  AMENDMENT 2.0

                                       TO

                             SERVICE ADDENDUM 1.1.6

                              "TECHNICAL SERVICES"

         THIS AMENDMENT, AS OF THE EFFECTIVE DATE CITED BELOW, HEREBY SUPERCEDES
         AND REPLACES FOR ALL PURPOSES  AMENDMENT 1.0 TO SERVICE ADDENDUM 1.1.6.
         THIS AMENDMENT IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THAT
         CERTAIN  MASTER  SERVICES  AGREEMENT  DATED  DECEMBER  30,  1999  ("THE
         AGREEMENT")  AS  AMENDED  HEREBY.  A  PARTY'S  EXECUTION  OF A  SERVICE
         ADDENDUM   AMENDMENT   WILL  BE   DEEMED   TO  BE  SUCH   PARTY'S   (1)
         ACKNOWLEDGEMENT AND ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH IN
         THE  AGREEMENT AS AMENDED  HEREBY AND (2) EXECUTION AND DELIVERY OF THE
         AGREEMENT.

         1.       Amendment 2.0 Effective Date:
                  ----------------------------

                  September 25, 2001

         2.       Parties to this Amendment 2.0:
                  -----------------------------

                  o        INSpire Insurance Solutions, Inc. ("INSpire")
                  o        Millers American Group, Inc. ("Customer").

         3.       Amendment 2.0 Term:
                  ------------------

                  It is hereby agreed that  commencing as of the effective  date
                  set forth above, the monthly fees for Technical Services ("IT"
                  services) shall be reduced from  $134,920.00 to $99,341.26 per
                  month pro-rated for September,  2001 and for a period of three
                  (3) consecutive months ("Initial Period")  thereafter.  At the
                  end of such three (3) month initial  period,  the fee shall be
                  further  reduced  to  $81,769.46  per  month  as set  forth on
                  Schedule  "A",  attached  hereto  and  incorporated  herein by
                  reference,  and shall  continue at that monthly rate until the
                  sooner occurrence of (1) the expiration of the Master Services
                  Agreement  (12/31/2004) or (2) until INSpire  receives written
                  notice  from  Millers of a change in  processing  needs as set
                  forth below.

                  At the end of the "Initial Period" Millers may give INSpire 60
                  days written notice of an expected change in processing  needs
                  in order to  further  reduce the  monthly  IT service  fees to
                  reflect the then  current  processing  needs of Millers.  Such
                  sixty (60) day notice of a change in processing  needs may not
                  be given more frequently than once per calendar month.
<PAGE>

                  Within  thirty  (30) days of  receipt  by INSpire of the above
                  sixty (60) day  notice,  INSpire  shall  create and deliver to
                  Millers for review and  approval,  a Statement of Work ("SOW")
                  containing  a fee  reduction  analysis  based  upon  the  then
                  current  processing  needs  of  Millers  as set  forth  in the
                  notice.  The additional fee reductions set forth and described
                  in the  SOW  shall  be  implemented  subject  to  approval  by
                  Millers.

          4.      Amendment 2.0 Support Services:
                  ------------------------------

                  For the "Initial Period", INSpire will continue to provide the
                  services  set  forth  on  Schedule  "A" for and on  behalf  of
                  Customer including:

                  (a)      Desktop Support;
                  (b)      Help Desk Support;
                  (c)      Application Support;
                  (d)      E-mail Support;
                  (e)      Operations Support;
                  (f)      Hardware Support;
                  (g)      System Software Support;
                  (h)      Network Support;
                  (i)      Disaster Recovery Support.

                  o        During  the  Initial  Period,  all  support  services
                           except  for  Operations  Support,  shall  have  a "no
                           charge"  cap of 130 hours per month.  All time beyond
                           the 130 "no  charge"  hours  will be  billed  back to
                           Millers at a rate of $130.00  per hour with a minimum
                           time   charge  of  15  minutes  or  1/4  hour.   Upon
                           expiration of the Initial Period, the "no charge" cap
                           will be eliminated.

                  o        During the Initial Period and continuing  thereafter,
                           INSpire  shall,  without  charge,  provide  break/fix
                           support to all hardware and third party software that
                           reside  at  INSpire,  as long as the  problem  is not
                           caused  by  Millers  personnel  or  activities.  This
                           break/fix  support time will not count toward the 130
                           hour cap and shall be in addition thereto.

                  o        During the Initial Period and continuing  thereafter,
                           INSpire   shall   provide   Data  Center   processing
                           activities  for  required   Millers   systems.   Such
                           Operations  Support hours will not be counted  toward
                           the 130 hour cap.

                           Customer is responsible for the costs of:

<PAGE>

                           (a)      Network   Support  -  phone  line   charges,
                                    including South Carolina  (currently  billed
                                    directly to Customer),  as well as data line
                                    charge billed to INSpire, and

                           (b)      Hardware  Support  -  maintenance  and lease
                                    expenses  of  hardware   owned  by  Customer
                                    residing   at  INSpire   (currently   billed
                                    directly  to  Customer)  as well  as  leased
                                    hardware  residing at Customer and billed to
                                    INSpire.  No hardware relating to Customer's
                                    business shall be added to reside at INSpire
                                    or   Customer   without   Customer's   prior
                                    knowledge and consent.

         5.       Definitions  of Amendment 2.0 Support  Services:  All services
                  covered by these  definitions are subject to the provisions of
                  Section 4 above and the hours cap defined therein.


                  o        Help Desk Support - first level phone support,  i.e.,
                           user access needs,  password support, and other items
                           listed in Section 4.

                  o        Desktop Support - second level support for individual
                           users, i.e., hardware repair,  software installs, and
                           other items listed in Section 4.

                  o        Application  Support  -  software   installation  and
                           configuration   for  PCA,   WPC,   NEON,   NOTES  and
                           reasonable training.

                  o        E-mail  Support - user setup,  database  access,  and
                           maintenance of user setup and database access.

                  o        Operations  Support - system  backups of all Customer
                           applications and data residing at INSpire, and report
                           management  consisting  of daily and monthly  reports
                           distributed via CD or printed output.

                  o        Hardware Support - Customer's servers, hubs, routers,
                           maintenance and configuration management thereof.

                  o        System  Software  Support - Windows  9X, NT,  Oracle,
                           AIX, Novell and Windows 2000.

                  o        Network Support - configuration management, security,
                           data communications,  remote access,  Internet access
                           and maintenance thereof.

                  o        Disaster Recovery Support:

                           o        If Customer is  displaced,  INSpire  will be
                                    responsible for reconfiguration of Customers
                                    owned  hardware,  software,  and application
                                    use in connection with business administered
                                    by  INSpire.
                           o        Restoration     of    Customer's     current
                                    application platforms at a disaster recovery
                                    location.
                           o        Application  Modifications - redesign and/or
                                    create databases, etc.
<PAGE>

         6.       Additional Terms:
                  ----------------

         As consideration for the above pricing structure,  it is further agreed
that:

         o        As of Effective Date:

                  o        Millers   Casualty   system  becomes  a  Claims  only
                           environment.  No further policy  processing or cycles
                           will be run except that the system  must  continue to
                           run Claims and Accounting cycles for as long as there
                           is Claims activity. All Test and QA environments will
                           be disassembled and data removed from all systems. If
                           any changes or  technical  support are  required  for
                           this system after  Effective  Date,  all  programming
                           efforts  and/or  technician  time  will  be  billable
                           except as otherwise provided herein. Any changes will
                           be made directly in the production environment.

                  o        INSpire will not cover the WINS system as part of its
                           disaster  recovery  plan. In the event of a disaster,
                           INSpire will not recover the WINS system in INSpire's
                           disaster  site.  INSpire will continue to run backups
                           on the system  which would  enable it to recover this
                           system at a later date.

                  o        INSpire will not cover the Millers Casualty system as
                           part of its disaster recovery plan. In the event of a
                           disaster,   INSpire  will  not  recover  the  Millers
                           Casualty system at INSpire's  disaster site.  INSpire
                           will  continue  to run  backups on the  system  which
                           would  enable it to  recover  this  system at a later
                           date.

                  o        All  hardware  and  information   pertaining  to  the
                           Coverall system as it resides within the INSpire Data
                           Center, will be eliminated.

                  o        There  will  no  longer  be a  scheduled  time  for a
                           Desktop technician on-site at Millers.

                  o        Millers will be responsible  for tape mounts and tape
                           rotation  planning for the systems that reside at the
                           Millers premise.

                  o        All  efforts  required  to make  the  system  changes
                           necessary to enable INSpire to reduce the cost of the
                           IT Contract  per Millers  request,  will count toward
                           the 130 hour cap but such  reduction in the cap shall
                           not exceed 40 hours.

         o        This  agreement  has taken into  consideration,  the following
                  future  events.  Subject  to the above  sixty  (60) day notice
                  requirement  relating to reduction  in  processing  needs,  no
                  further  price  reduction  will  occur  as a  result  of these
                  specific events:

<PAGE>

                  o        01/01/02  -  Harbor  system  becomes  a  claims  only
                           environment.  No further policy  processing or cycles
                           will be run (INSpire  will continue to run Claims and
                           Accounting   cycles   as  long  as  there  is  Claims
                           activity).  All  Test  and QA  environments  will  be
                           disassembled  and data removed  from all systems.  If
                           any changes or technical support are required to this
                           system after 01/01/02, all programming efforts and/or
                           technician time will be billable. Any changes will be
                           made directly to the Production Environment.

                  o        11/01/02 - Millers  SPL/WPC  system  becomes a claims
                           only  environment.  No further  policy  processing or
                           cycles  will be run  (INSpire  will  continue  to run
                           Claims  and  Accounting  cycles  as long as  there is
                           Claims  activity).  All Test and QA environments will
                           be disassembled and data removed from all systems. If
                           any changes or technical support are required to this
                           system after 11/01/02, all programming efforts and/or
                           technician time will be billable. Any changes will be
                           made directly to the Production Environment.

                  o        01/01/03 - WINS system can be  completely  turned off
                           and removed  from the systems and WINS only  hardware
                           can be eliminated.


<PAGE>


         IN WITNESS  WHEREOF,  each  party to this  Amendment  has  caused  this
         Amendment to be executed and delivered by a duly authorized  officer as
         of the date written above.


         INSpire:          INSpire Insurance Solution s, Inc.



                           By:  /s/ Gordon L. Gaar, Chief Technology Officer
                              --------------------------------------------------
                                     (Signature and Title)


                                   Gordon L. Gaar 10/3/01
                               -------------------------------------------------
                                     (Printed Name and Date)


         Customer:         Millers American Group, Inc.



                           By:   /s/ James G. Illegible, Chairman
                              --------------------------------------------------
                                     (Signature and Title)


                                   James G. Illegible 10/2/01
                              --------------------------------------------------
                                     (Printed Name and Date)



<PAGE>


<TABLE>
<CAPTION>

                                  SCHEDULE "A"
                            SERVICES TO BE PERFORMED

-------------------------------- -------------------------------------- --------------------- ------------------------
           Category                             Product                    Initial Period       Subsequent Periods
-------------------------------- -------------------------------------- --------------------- ------------------------
<S>                              <C>                                           <C>                 <C>

Technical Support:               Desktop/Notebooks/Printer                     $  7,740.76           Hourly
                                 Support/Help Desk
-------------------------------- -------------------------------------- --------------------- ------------------------

-------------------------------- -------------------------------------- --------------------- ------------------------
Application Support:             Millers  SPL - WPC  Becomes  a claims         $ 16,070.69         $ 11,006.12
                                 only system by 11/1/2002.
-------------------------------- -------------------------------------- --------------------- ------------------------

-------------------------------- -------------------------------------- --------------------- ------------------------
                                 WINS - System is no  longer  required        $   3,553.02           $   -0-
                                 by 1/1/2003.
-------------------------------- -------------------------------------- --------------------- ------------------------

-------------------------------- -------------------------------------- --------------------- ------------------------
                                 Millers  Casualty  -  PCA  -  Becomes         $ 12,553.02         $ 12,493.08
                                 claims   only   environment   as   of
                                 Effective Date.
-------------------------------- -------------------------------------- --------------------- ------------------------

-------------------------------- -------------------------------------- --------------------- ------------------------
                                 Millers  Harbor  -  PCA -  Becomes  a        $   4,257.92         $  3,044.47
                                 claims only system by 1/1/2002.
-------------------------------- -------------------------------------- --------------------- ------------------------

-------------------------------- -------------------------------------- --------------------- ------------------------
                                 Cover All                                       $   -0-             $   -0-
-------------------------------- -------------------------------------- --------------------- ------------------------

-------------------------------- -------------------------------------- --------------------- ------------------------
                                 Neon                                          $ 19,026.36         $ 19,026.36
-------------------------------- -------------------------------------- --------------------- ------------------------

-------------------------------- -------------------------------------- --------------------- ------------------------
Lotus Notes:                     Email, Databases, Development                $   2,576.43        $   2,576.$3
Administration
-------------------------------- -------------------------------------- --------------------- ------------------------

-------------------------------- -------------------------------------- --------------------- ------------------------
Operations:                      Backups/Data Management                      $   8,229.54        $   8,229.54
-------------------------------- -------------------------------------- --------------------- ------------------------

-------------------------------- -------------------------------------- --------------------- ------------------------
Change Management:               Application Changes                             No charge                No charge
                                 Infrastructure Changes
-------------------------------- -------------------------------------- --------------------- ------------------------

-------------------------------- -------------------------------------- --------------------- ------------------------
Server Infrastructure:           Terminal Servers                             $   1,781.28        $   1,781.28
-------------------------------- -------------------------------------- --------------------- ------------------------

-------------------------------- -------------------------------------- --------------------- ------------------------
                                 Oracle Financials                           $      385.33       $      358.33
-------------------------------- -------------------------------------- --------------------- ------------------------

-------------------------------- -------------------------------------- --------------------- ------------------------
                                 Operating   Systems  -  NT,   Novell,        $   1,484.40        $   1,484.,40
                                 Windows 9X, AIX
-------------------------------- -------------------------------------- --------------------- ------------------------

-------------------------------- -------------------------------------- --------------------- ------------------------
                                 Configuration Management, Security           $   2,279.08        $   2,279.80
-------------------------------- -------------------------------------- --------------------- ------------------------

-------------------------------- -------------------------------------- --------------------- ------------------------
Communications                   Frame Relay  Configuration  (Includes        $   2,145.98       $    2,145.98
Infrastructure:                  SC)
-------------------------------- -------------------------------------- --------------------- ------------------------

-------------------------------- -------------------------------------- --------------------- ------------------------
                                 Hardware-routers, hubs, etc.                 $   1,484.40        $   1,484.40
-------------------------------- -------------------------------------- --------------------- ------------------------

-------------------------------- -------------------------------------- --------------------- ------------------------
                                 Remote Access-VPN, Shiva, etc.             $        86.10      $        86.10
-------------------------------- -------------------------------------- --------------------- ------------------------

-------------------------------- -------------------------------------- --------------------- ------------------------
                                 Internet      Access-brows,      file       $      215.24       $      215.24
                                 transfer, e-mail
-------------------------------- -------------------------------------- --------------------- ------------------------

-------------------------------- -------------------------------------- --------------------- ------------------------
                                 Topcall Server - fax                        $      172.19       $      172.19
-------------------------------- -------------------------------------- --------------------- ------------------------

-------------------------------- -------------------------------------- --------------------- ------------------------
Disaster Recovery:               Hot Site, User Suites, DR Planning            $ 15,156.17         $ 15,156.17
-------------------------------- -------------------------------------- --------------------- ------------------------

-------------------------------- -------------------------------------- --------------------- ------------------------
Reporting:                       Bureau                                      $      230.29       $      230.29
-------------------------------- -------------------------------------- --------------------- ------------------------

-------------------------------- -------------------------------------- --------------------- ------------------------
Totals                                                                         $ 99,341.26         $ 81,769.46
-------------------------------- -------------------------------------- --------------------- ------------------------

</TABLE>

<PAGE>


                                  AMENDMENT 1.0

                                       TO

                             SERVICE ADDENDUM 1.1.7

                                 MILLERS - NOBEL

         THIS AMENDMENT IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THAT
         CERTAIN  MASTER  SERVICES   AGREEMENT  DATED  DECEMBER  30,  1999  (THE
         "AGREEMENT")  AS  AMENDED  HEREBY.  A  PARTY'S  EXECUTION  OF A SERVICE
         ADDENDUM  WILL BE DEEMED TO BE SUCH  PARTY'S  (1)  ACKNOWLEDGEMENT  AND
         ACCEPTANCE  OF THE TERMS AND  CONDITIONS  SET FORTH IN THE AGREEMENT AS
         AMENDED HEREBY AND (II) EXECUTION AND DELIVERY OF THE AGREEMENT.

1.       Effective Date of this Amendment:
         --------------------------------

                  August 1, 2001

2.       Parties to this Amendment:
         -------------------------

         o        INSpire Insurance Solutions, Inc. ("INSpire")
         o        Policies Assumed from Nobel Insurance Company ("Customer")

3.       Paragraph  5.d of Service  Addendum  1.1.7 is hereby  replaced with the
         following:


         d.       Claims Administration Services. Effective January 1, 2000, the
                  claim  administration  fee will be 7.0% of the Earned  Premium
                  recognized  by  Customer  subject to a minimum of  $105,000.00
                  until  August 31, 2001 when the  minimum  monthly fee shall be
                  completely   eliminated  and  no  minimum  shall  be  required
                  thereafter.



<PAGE>


         IN  WITNESS  WHEREOF,  each  party  to this  Amendment  1.0 to  Service
         Addendum  1.1.7 has caused this  Amendment to be executed and delivered
         by a duly authorized officer as of the date written above.

         INSpire:          INSpire Insurance Solutions, Inc.



                           By: /s/ Eric Lundby, Vice President
                              -------------------------------------------------
                               Signature & Title


                                     Eric Lundby 8/16/01
                              -------------------------------------------------
                               Printed Name & Date


         Customer:         Millers American Group, Inc.



                           By:  /s/ Cecil R. Wise, Vice President &
                                                   General Counsel
                              -------------------------------------------------
                                Signature & Title


                                    Cecil R. Wise 8/16/01
                               ------------------------------------------------
                                Printed Name & Date


<PAGE>



                                   AMENDMENT I

                                       TO

                            MASTER SERVICES AGREEMENT

         This   Amendment   I  changes   and  amends  the   pricing   for  Claim
         Administration  Services  provided under the Master Services  Agreement
         between INSpire Insurance  Solutions,  Inc. and Millers American Group,
         Inc. and its  affiliates,  dated  December  30,  1999,  and the Service
         Addendums apart thereof, including any prior amendments thereto and the
         Harbor  Agreement  dated  April 1,  1998.  The  effective  date of this
         Amendment  I is August 1, 2001.  To the  extent  that the terms of this
         Amendment are inconsistent with Service Addendums 1.1.3 and 1.1.4, this
         Amendment controls.

A.       The Programs Affected by this Amendment are:
         -------------------------------------------

                  (1) Lane,  Pinnacle,  Classic Auto, Harbor and Millers Florida
                  Homeowners.  (Suncoast  and  Nobel  are not  affected  by this
                  Amendment until such time as they become Discontinued Programs
                  as defined herein. All W.E. Love claims (new and pending) have
                  already been returned without  additional charge to Millers by
                  INSpire  effective  August 1, 2001 and are not subject to this
                  Amendment).

                  (2)  Pending   Millers  MGA  claims  arising  out  of  Millers
                  Commercial  and  Millers   Specialty/Personal  Lines  business
                  existing  as of  December  31,  2001  will be  subject  to the
                  pricing in accordance with section D(2) below.

B.                New Per Claim File Pricing  (billed  monthly):  For new claims
                  reported on and after  August 1, 2001  arising out of policies
                  written in those  programs  subject to this  Amendment  as set
                  forth in section  A(1)  above,  the per file  charge  (life of
                  file) shall be as follows:

<TABLE>
<CAPTION>
                        Service                         Pricing                         Comments
         <S>            <C>                             <C>                             <C>

         1.             Auto BI                         490.00 per file                 Regardless of number of
                                                                                        claimants.  Outside
                                                                                        adjustment expenses & SIU
                                                                                        charges are included.

         2.             MP/PIP                          150.00 per file                 Regardless of number of
                                                                                        claimants.  Outside
                                                                                        adjustment expenses & SIU
                                                                                        charges are included.

         3.             Property Damage                 250.00 per file                 Regardless of number of
                                                                                        claimants.  Outside
                                                                                        adjustment expenses & SIU
                                                                                        charges are included.

         4.             Auto   Collision  &  Auto       240.00 per file                 Regardless of number of
                        Comprehensive                                                   claimants.  Outside
                                                                                        adjustment expenses & SIU
                                                                                        charges are included.
<PAGE>

         5.             Homeowner                       490.00 per file                 Regardless of number of
                                                                                        claimants.  Outside
                                                                                        adjustment expenses & SIU
                                                                                        charges are included.
                                                                                        Cause and origin expenses
                                                                                        are additional.

         6.             Salvage                         15%                             Percentage of net
                                                                                        recoveries paid at time of
                                                                                        recovery.

         7.             Subrogation                     25%                             Percentage of net
                                                                                        recoveries paid at time of
                                                                                        recovery.

         Note:          For items 1-7                                                   Experts such as
                                                                                        agronomists,
                                                                                        reconstruction, etc., are
                                                                                        additional (prior approval
                                                                                        from Millers is required).
</TABLE>

C.                The above pricing  (section B(1) through (5)) applies on a per
                  coverage basis. (For example, if a claim file is opened and it
                  has one or more bodily injury  features and it also has one or
                  more  property  damage  features,  the  charge  for  these two
                  coverages  would be a total of $490.00  for the Bodily  Injury
                  features  and $250.00 for the property  damage  features for a
                  grand total of $740.00 for the file.)

D.       EXISTING CLAIMS (Claim Files):
         ------------------------------

         (1)      The pending claim files on the Lane,  Pinnacle,  Classic Auto,
                  Harbor  and  Millers  Florida  Homeowners  shall be those open
                  claim files in existence as of July 31, 2001. These files will
                  be handled  by INSpire at a flat rate of $300.00  per file for
                  life of file  handling  or into  litigation,  whichever  comes
                  first.  The  fee  for  handling  the  pending  will be paid by
                  Millers in three  equal  installments  on  September  1, 2001,
                  December 1, 2001 and March 1, 2002. (1/3 each)

         (2)      Commencing  January 1, 2002,  Millers will begin  handling the
                  new Millers MGA claims  reported on and after January 1, 2002.
                  The pending  Millers MGA claims in existence as of 12:01 a.m.,
                  January  1, 2002 will be  handled by INSpire at a flat rate of
                  $300.00 per file for life of file handling or into litigation,
                  whichever  comes first.  The fee for handling the pending will
                  be paid by Millers in three equal  installments on February 1,
                  2002, April 1, 2002, and June 1, 2002 (1/3 each).

E.       REOPENED  CLAIMS:  If a rile  is  reopened  because  a new  claim  (not
         previously known or ascertainable by INSpire) is presented, it shall be
         treated  like a new  claim.  If a file is opened  for any other  reason

<PAGE>

         (such as an issue was not  finally  resolved  at the time of  closing),
         there shall be no charge for continued handling of such file.

F.       DEFINITIONS: As used in this Amendment, the term "Discontinued Program"
         shall have the following meaning:

                  "Discontinued  Program"  shall mean a program for which no new
                  business  or renewals  are written or accepted  and that has a
                  systemic  play  in  place  for   non-renewing   any  remaining
                  business.



<PAGE>


         IN WITNESS  WHEREOF,  each party to this  Amendment  I has caused  this
         Amendment   to  be  executed  and   delivered  by  a  duly   authorized
         representative as of the date written above.


         INSpire Insurance Solutions, Inc.        Millers American Group, Inc.


         By:      /s/ Eric Lundby  8/16/01        By:  /s/ Cecil R. Wise
             ----------------------------------      ---------------------------
                  Signature & Date                       Signature & Date

                                                     Vice President and
                  Vice President                     General Counsel
             ----------------------------------      ---------------------------
                      Title                                  Title