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                                                                   EXHIBIT 10.46

                                     FORM OF
                         EXECUTIVE EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT (this "Agreement"), made and entered into
this ___ day of ________________, to be effective on ____________ (the
"Effective Date"), by and between INSpire Insurance Solutions, Inc., a Texas
corporation ("Employer"), and ______________, a resident of ____________
("Employee").


                              W I T N E S S E T H:

         WHEREAS, Employer is a corporation engaged in business in the State of
Texas and throughout the United States;

         WHEREAS, Employer desires to employ Employee in the capacity of
______________ ________________________, upon the terms and conditions
hereinafter set forth; and

         WHEREAS, Employee is willing to enter into this Agreement with respect
to his employment and services upon the terms and conditions hereinafter set
forth.

         NOW, THEREFORE, in consideration of the mutual covenants and
obligations contained herein, Employer hereby employs Employee and Employee
hereby accepts such employment upon the terms and conditions hereinafter set
forth:

         1. Term of Employment. The term of employment under this Agreement
shall be for a period of approximately three (3) years, commencing on the
Effective Date and terminating on _________________, unless such employment is
terminated or extended prior to the expiration of said period as hereinafter
provided.

         2. Duties of Employee. Employee agrees that during the term of this
Agreement, he will devote his full professional and business-related time,
skills and best efforts to the businesses of Employer in the capacity of
___________________________, or such other capacity as Employer and Employee may
agree upon. In addition, Employee shall devote all necessary time and his best
efforts in the performance of any other duties as may be assigned to him from
time to time by the Board of Directors of Employer including, but not limited
to, serving on Employer's Board of Directors if elected. Employee shall devote
his full professional and business skills to Employer as his primary
responsibility. Employee may engage in personal, passive investment activities
provided such activities do not interfere with the performance of his duties
hereunder and violate the noncompetition and nondisclosure provisions set forth
herein.

         3. Compensation.

            (a) Base Salary. Employer shall pay Employee an annual base salary
         of ____________________ dollars ($__________) per annum (or fraction
         for portions of a



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         year). Such base salary will be adjusted from time to time in 
         accordance with then current standard salary administration guidelines
         of Employer. Employee's salary shall be subject to all appropriate
         federal and state withholding taxes and shall be payable in accordance
         with the normal payroll procedures of Employer.

            (b) Annual Bonus. In addition to the salary set forth in Section
         3(a) hereof, Employee shall be entitled to participate in the INSpire
         Insurance Solutions, Inc. 1998 Annual Bonus Plan each year during the
         term of this Agreement.

            (c) Stock Options. Employee shall be granted stock options for
         shares of common stock of Employer pursuant to the terms of a Stock
         Option Agreement granted under the INSpire Insurance Solutions 1997
         Second Amended and Restated Stock Option Plan, as amended, a copy of
         which has been provided to Employee. The number of shares of common
         stock, exercise price and date of grant for such options is set forth
         in such Stock Option Agreement.

         4. Fringe Benefits. The terms of this Agreement shall not foreclose
Employee from participating with other employees of Employer in such fringe
benefit or incentive compensation plans as may be authorized and adopted from
time to time by Employer; provided, however, that Employee must meet any and all
eligibility provisions required under said fringe benefit or incentive
compensation plans. Employee may be granted such other fringe benefits or
perquisites as Employee and Employer may from time to time agree upon.

         5. Vacations. Employee shall be entitled to the number of paid vacation
days in each calendar year as shall be determined by the Board of Directors of
Employer from time to time. In no event, however, shall Employee be entitled to
less than three weeks paid vacation during each calendar year.

         6. Reimbursement of Expenses. Employer recognizes that Employee will
incur legitimate business expenses in the course of rendering services to
Employer hereunder. Accordingly, Employer shall reimburse Employee, upon
presentation of receipts or other adequate documentation, for all necessary and
reasonable business expenses incurred by Employee in the course of rendering
services to Employer under this Agreement.

         7. Working Facilities. Employee shall be furnished an office and such
other facilities and services suitable to his position and adequate for the
performance of his duties, which shall be consistent with the policies of
Employer.

         8. Termination. The employment relationship between Employee and
Employer created hereunder shall terminate before the expiration of the stated
term of this Agreement upon the occurrence of any one of the following events:

            (a) Death or Permanent Disability. The death or permanent disability
         of Employee. For the purpose of this Agreement, the "permanent
         disability" of Employee shall mean Employee's inability, because of his
         injury, illness, or other incapacity (physical or mental), to perform
         the essential functions of the position contemplated herein, with or


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         without reasonable accommodation to Employee with respect to such
         injury, illness or other incapacity, for a continuous period of 150
         days or for 180 days out of a continuous period of 360 days. Such
         permanent disability shall be deemed to have occurred on the 150th
         consecutive day or on the 180th day within the specified period,
         whichever is applicable.

            (b) Termination for Cause. The following events, which for purposes
         of this Agreement shall constitute "cause" for termination:

                (1) The willful breach by Employee of any provision of Sections
            2, 11, 12, or 13 hereof (including but not limited to a refusal to
            follow lawful directives of the Board of Directors of Employer)
            after notice to Employee of the particular details thereof and a
            period of 10 days thereafter within which to cure such breach and
            the failure of Employee to cure such breach within such 10 day
            period;

                (2) Any act of fraud, misappropriation or embezzlement by
            Employee with respect to any aspect of Employer's business;

                (3) The illegal use of drugs by Employee during the term of this
            Agreement that, in the determination of the Board of Directors of
            Employer, substantially interferes with Employee's performance of
            his duties hereunder;

                (4) Substantial failure of performance by Employee that is
            repeated or continued after 30 day written notice to Employee of
            such failure and that is reasonably determined by the Board of
            Directors of Employer to be materially injurious to the business or
            interests of Employer and which failure is not cured by Employee
            within such 30 day period; or

                (5) Conviction of Employee by a court of competent jurisdiction
            of a felony or of a crime involving moral turpitude.

            Any notice of discharge shall describe with reasonable specificity
         the cause or causes for the termination of Employee's employment, as
         well as the effective date of the termination (which effective date may
         be the date of such notice). If Employer terminates Employee's
         employment for any of the reasons set forth above, Employer shall have
         no further obligations hereunder from and after the effective date of
         termination (other than as set forth below) and shall have all other
         rights and remedies available under this or any other agreement and at
         law or in equity.

            (c) Termination by Employee with Notice. Employee may terminate this
         Agreement without liability to Employer arising from the resignation of
         Employee upon one (1) year written notice to Employer. Employer retains
         the right after proper notice of Employee's voluntary termination to
         require Employee to cease employment immediately; provided, however, in
         such event, Employer shall remain obligated to pay Employee his salary
         during the one (1) year notice period or the remaining term of this
         Agreement, whichever is less. During such one (1) year notice period,
         Employee shall provide such


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         consulting services to Employer as Employer may reasonably request and
         shall assist Employer in training his successor and generally preparing
         for an orderly transition.

            (d) Termination by Employer with Notice. Employer may terminate this
         Agreement at any time upon one (1) year written notice to Employee;
         provided, however, upon such notice Employee shall not be required to
         perform any services for Employer other than during the period of three
         (3) months immediately following the receipt of such notice of
         termination in which Employee shall assist Employer in training his
         successor and generally preparing for an orderly transition.

         9. Compensation Upon Termination.

            (a) General. Upon the termination of Employee's employment under
         this Agreement before the expiration of the stated term hereof for any
         reason, Employee shall be entitled to (i) the salary earned by him
         before the effective date of termination, as provided in Section 3(a)
         hereof, prorated on the basis of the number of full days of service
         rendered by Employee during the year to the effective date of
         termination, (ii) any accrued, but unpaid, vacation or sick leave
         benefits, (iii) any authorized but unreimbursed business expenses, and
         (iv) any accrued, but unpaid annual bonus.

            (b) Termination For Other Than Cause. If such termination is the
         result of the discharge of Employee by Employer for any reason other
         than (i) his death or permanent disability, (ii) by Employer or
         Employee with notice pursuant to Section 8(d) or 8(c), respectively, or
         (iii) for cause (as defined in Section 8(b) hereof), then Employee
         shall be entitled to receive as a severance payment an amount equal to
         the salary (excluding bonuses) that Employee would have received for
         the remainder of the term of this Agreement in accordance with the
         regular payroll periods during the remainder of the term of this
         Agreement. If Employee's employment hereunder terminates because of the
         death of Employee, all amounts that may be due to him under the terms
         of this Agreement shall be paid to his administrators, personal
         representatives, heirs and legatees, as may be appropriate.

            (c) Termination For Cause. If the employment relationship hereunder
         is terminated by Employer for cause (as defined in Section 8(b)
         hereof), Employee shall not be entitled to any severance compensation,
         except as provided in Section 9(a) above.

            (d) Termination by Employer with Notice. If the employment
         relationship is terminated by Employer other than for cause or the
         permanent disability of Employee, then Employee shall be entitled to
         receive as a severance payment and as compensation for all services
         performed hereunder pursuant to Section 8(d) hereof an amount equal to
         the salary that Employee would have received for the remainder of the
         term of this Agreement or one (1) year, whichever is less, in
         accordance with the regular payroll periods of Employer during the
         applicable period.

            (e) Termination by Employee with Notice. If the employment
         relationship is terminated by Employee pursuant to the provisions of
         Section 8(c) hereof, Employee shall


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         be entitled to receive as a severance payment and as compensation for
         all services performed hereunder pursuant to Section 8(c) hereof the
         salary that Employee would have received for the remainder of the term
         of this Agreement or one (1) year, whichever is less, in accordance
         with the regular payroll period of Employer during the applicable
         period.

            (f) Survival. The provisions of Sections 9, 11, 12, and 13 hereof
         shall survive the termination of the employment relationship hereunder
         and this Agreement to the extent necessary or reasonably appropriate to
         effect the intent of the parties hereto as expressed in such
         provisions.

         10. Other Agreements. This Agreement shall be separate and apart from,
and shall be deemed to alter the terms of, any executive compensation
agreements, deferred compensation agreements, bonus agreements, general
employment benefits plans, stock option plans and any other plans or agreements
entered into between Employee and Employer pursuant to which Employee has been
granted specific rights, benefits or options.

         11. Noncompetition. Employee agrees that, during his employment with
Employer and for a period of three (3) years from the date of termination of his
employment with Employer, he will not directly or indirectly compete with
Employer by engaging in the activities set forth on Exhibit A attached hereto
and incorporated herein by reference (the "Prohibited Activities") within the
geographic area that is set forth on Exhibit B attached hereto (the "Restricted
Area"). For purposes of this Section 11, Employee recognizes and agrees that
Employer conducts and will conduct business in the entire Restricted Area and
that Employee will perform his duties for Employer within the entire Restricted
Area. Employee shall be deemed to be engaged in and carrying on the Prohibited
Activities if he engages in the Prohibited Activities in any capacity
whatsoever, including, but not limited to, by or through a partnership of which
he is a general or limited partner or an employee engaged in such activities, or
by or through a corporation or association of which he owns five percent (5%) or
more of the stock or of which he is an officer, director, employee, member,
representative, joint venturer, independent contractor, consultant or agent who
is engaged in such activities. Employee agrees that during the three (3) year
period described above, he will notify Employer of the name and address of each
employer with whom he has accepted employment during such period. Such
notification shall be made in writing within five (5) days after Employee
accepts any employment or new employment by certified mail, return receipt
requested.

         12. Confidential Data. Employee further agrees that, during his
employment with Employer and thereafter, he will keep confidential and not
divulge to anyone, disseminate nor appropriate for his own benefit or the
benefit of another any confidential information described in Exhibit C attached
hereto and incorporated by reference herein (the "Confidential Data"). Employee
hereby acknowledges and agrees that this prohibition against disclosure of
Confidential Data is in addition to, and not in lieu of, any rights or remedies
that Employer may have available pursuant to the laws of any jurisdiction or at
common law to prevent the disclosure of trade secrets, and the enforcement by
Employer of


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its rights and remedies pursuant to this Agreement shall not be construed as a
waiver of any other rights or available remedies that it may possess in law or
equity absent this Agreement.

         13. Nonsolicitation of Employees. Employee covenants that, during his
employment with Employer and for a period of one (1) year from the date of
termination of his employment with Employer, he will not (i) directly or
indirectly induce or attempt to induce any employee of Employer to terminate his
or her employment or (ii) without prior written consent of Employer, offer
employment either on behalf of himself or on behalf of any other individual or
entity to any employee of Employer or to any terminated employee of Employer.

         14. Property of Employer. Employee acknowledges that from time to time
in the course of providing services pursuant to this Agreement he shall have the
opportunity to inspect and use certain property, both tangible and intangible,
of Employer and Employee hereby agrees that such property shall remain the
exclusive property of Employer, and Employee shall have no right or proprietary
interest in such property, whether tangible or intangible, including, without
limitation, Employee's customer and supplier lists, contract forms, books of
account, computer programs and similar property.

         15. Equitable Relief. Employee acknowledges that the services to be
rendered by him are of a special, unique, unusual, extraordinary, and
intellectual character, which gives them a peculiar value, and the loss of which
cannot reasonably or adequately be compensated in damages in an action at law,
and that a breach by him of any of the provisions contained in this Agreement
will cause Employer irreparable injury and damage. Employee further acknowledges
that he possesses unique skills, knowledge and ability and that competition by
him in violation of this Agreement or any other breach of the provisions of this
Agreement would be extremely detrimental to Employer. By reason thereof,
Employee agrees that Employer shall be entitled, in addition to any other
remedies it may have under this Agreement or otherwise, to injunctive and other
equitable relief to prevent or curtail any breach of this Agreement by him.

         16. "Change of Control". In the event (each such event, a "Change of
Control"): (1) Employer becomes a subsidiary of another corporation or entity or
is merged or consolidated into another corporation or entity or substantially
all of the assets of Employer are sold to another corporation or entity; or (2)
any person, corporation, partnership or other entity, either alone or in
conjunction with its "affiliates," as that term is defined in Rule 405 of the
General Rules and Regulations under the Securities Act of 1933, as amended, or
other group of persons, corporations, partnerships or other entities who are not
"affiliates" but who are acting in concert, becomes the owner of record or
beneficially of securities of Employer that represent thirty-three and one-third
percent (33 1/3%) or more of the combined voting power of Employer's then
outstanding securities entitled to elect Directors; or (3) the Board of
Directors of Employer or a committee thereof makes a determination in its
reasonable judgment that a "Change of Control" of Employer has taken place; the
term during which this Agreement shall be effective shall include the remaining
term of this Agreement following the date of the Change of Control plus two (2)
years, and Employee's


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compensation for such period shall be based on the following formula, shall be
subject to the following conditions, and shall be in lieu of the compensation
provided for under Section 3 of this Agreement and in lieu of the compensation
upon termination provided for under Section 9 of this Agreement (except for
Section 9(a), which shall still apply):

            (a) Employee shall be paid an annual salary for the remaining term
         of this Agreement plus two (2) years consisting of one hundred percent
         (100%) of the average annual amount of total cash compensation,
         excluding payments made under tax benefit bonuses paid upon the lapse
         of resale restrictions on common stock for certain officers, of
         Employee for the two (2) calendar years (or period of employment with
         Employer if less than 2 years) prior to the Change of Control.

            (b) Employee shall be paid an annual amount for the remaining term
         of this Agreement plus two (2) years in consideration of the
         noncompetition covenant of Section 11 of this Agreement consisting of
         fifty percent (50%) of the average annual amount of total cash
         compensation, excluding payments made under tax benefit bonuses paid
         upon the lapse or resale restrictions on common stock for certain
         officers, of Employee for the two (2) calendar years (or period of
         employment with Employer if less than 2 years) prior to the Change of
         Control. Such annual amounts shall be paid quarterly in advance.

            (c) Notwithstanding any of the provisions of this Agreement, the
         amount of all payments to be made pursuant to this Section 16 after a
         Change of Control shall not exceed one dollar ($1.00) less than that
         amount that would cause any such payment to be deemed a "parachute
         payment" as defined in Section 280G of the Internal Revenue Code of
         1986, as amended (the "Code"), and as Section 280G of the Code is then
         in effect at the time of such payment.

            (d) Any payments made to Employee following a Change of Control that
         shall be disallowed, in whole or in part, as a deductible expense to
         Employer for Federal income tax purposes by the Internal Revenue
         Service on the basis that Section 280G of the Code prohibits such
         deduction shall be reimbursed by Employee to the full extent of such
         disallowance within six (6) months after the date of which the amount
         of such disallowance has been finally determined and Employer has paid
         the deficiency with respect to such disallowance. Employer shall
         legally defend any proposed disallowance by the Internal Revenue
         Service and the amount required to be reimbursed by Employee shall be
         the amount determined by an appropriate court in a final, nonappealable
         decision that is actually disallowed as a deduction. In lieu of payment
         to Employer by Employee, Employer may, in its discretion, withhold
         amounts from Employee's future compensation payments until the amount
         owed to Employer has been fully recovered. No such withholding shall
         occur prior to the date on which Employee would be required to make
         reimbursement as provided herein.

            (e) If the limitation set forth in this Section 16(c) may at any
         time become applicable to the amounts otherwise due pursuant to
         paragraphs (a) and (b) of Section 16, then Employer shall continue to
         pay Employee all amounts as provided under


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         paragraphs (a) and (b) of Section 16 until such time as cumulative
         payments equal the aggregate amount as limited by paragraph (c), and
         Employee may terminate his employment relationship with Employer on
         three (3) months notice at any time within the last twelve (12) months
         of the time period during which the payments described in this Section
         16(e) will be paid without affecting his rights to receive such
         payments.

            (f) Employer shall have no obligation to pay the amounts set forth
         in paragraphs (a) and (b) of Section 16 as limited by paragraph (c) if
         there is reasonable proof that the noncompetition or confidential data
         provisions of Sections 11 and 12, respectively, of this Agreement are
         being violated.

            (g) In the event the employment relationship is terminated for cause
         (pursuant to Section 8(b) hereof) following a Change of Control,
         Employer shall not be obligated to make any further payments of the
         compensation amounts provided for in this Agreement, except as provided
         in Section 9(a) above. Notwithstanding any other provision of this
         Agreement, except for paragraphs (e) and (j) of this Section 16, which
         shall control in the event Employee terminates employment as provided
         in paragraphs (e) and (j), in the event Employee voluntarily terminates
         employment following a Change of Control for other than Good Reason, as
         defined hereinafter, compensation amounts set forth in paragraphs (a)
         and (b) shall be payable only for a one (1) year period following
         termination of employment.

            "Good Reason" to terminate employment with Employer occurs if: (1)
         duties are assigned that are materially inconsistent with previous
         duties; (2) duties and responsibilities are substantially reduced; (3)
         base compensation is reduced not as part of an across the board
         reduction for all senior officers or executives; (4) participation
         under compensation plans or arrangements generally made available to
         persons at Employee's level of responsibility at Employer is denied;
         (5) a successor fails to assume this Agreement; or (6) termination is
         made without compliance with prescribed procedures.

            (h) In the event Employee is involuntarily terminated by Employer
         without cause, Employee voluntarily terminates employment for Good
         Reason or the employment relationship is terminated by death or
         permanent disability of Employee, Employer's obligation to pay the
         compensation amounts provided in this Section 16 shall survive
         termination of employment.

            (i) In the event of termination of employment during the pendency of
         a "Potential Change of Control", as hereinafter defined, paragraphs (g)
         and (h) of this Section 16 shall apply as if an actual Change of
         Control had taken place. A "Potential Change of Control" shall be
         deemed to have occurred if: (1) Employer has entered into an agreement
         or letter of intent the consummation of which would result in a Change
         of Control; (2) any person publicly announces an intention to take or
         to consider taking actions that, if consummated, would constitute a
         Change of Control; or (3) the Board of Directors of Employer or a
         committee thereof in its reasonable judgment makes a determination that
         a Potential Change of Control for purposes of this Agreement has
         occurred. A Potential Change of Control remains pending for purposes of
         receiving


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         payments under this Agreement until the earlier of the occurrence of a
         Change of Control or a determination by the Board of Directors or a
         committee thereof (at any time) that a Change of Control is no longer
         reasonably expected to occur.

            (j) Notwithstanding anything contained in this Agreement to the
         contrary, Employee and Employer, or the person, corporation,
         partnership or other entity acquiring control of Employer pursuant to
         this Section 16, with the concurrence of the Chief Executive Officer
         and Compensation Committee of the Board of Directors of Employer, may
         mutually agree that Employee, with three (3) months' notice, may
         terminate his employment and receive a lump sum payment equal to the
         present value of remaining payments under this Agreement discounted by
         the then current Treasury Bill rate for the remaining term of this
         Agreement.

         17. Successors Bound. This Agreement shall be binding upon Employer and
Employee, their respective heirs, executors, administrators or successors in
interest, including without limitation, any corporation, partnership or other
entity acquiring control of Employer pursuant to Section 16 hereof.

         18. Severability and Reformation. The parties hereto intend all
provisions of this Agreement to be enforced to the fullest extent permitted by
law. If, however, any provision of this Agreement is held to be illegal,
invalid, or unenforceable under present or future law, such provision shall be
fully severable, and this Agreement shall be construed and enforced as if such
illegal, invalid, or unenforceable provision were never a part hereof, and the
remaining provisions shall remain in full force and effect and shall not be
affected by the illegal, invalid, or unenforceable provision or by its
severance.

         19. Integrated Agreement. This Agreement constitutes the entire
Agreement between the parties hereto with regard to the subject matter hereof,
and there are no agreements, understandings, specific restrictions, warranties
or representations relating to said subject matter between the parties other
than those set forth herein or herein provided for.

         20. Attorneys' Fees. If any action at law or in equity, including any
action for declaratory or injunctive relief, is brought to enforce or interpret
the provisions of this Agreement, the prevailing party shall be entitled to
recover reasonable attorneys' fees from the nonprevailing party, which fees may
be set by the court in the trial of such action, or may be enforced in a
separate action brought for that purpose, and which fees shall be in addition to
any other relief which may be awarded.

         21. Notices. All notices and other communications required or permitted
to be given hereunder shall be in writing and shall be deemed to have been duly
given if delivered personally, mailed by certified mail (return receipt
requested) or sent by overnight delivery service, cable, telegram, facsimile
transmission or telex to the parties at the following addresses or at such other
addresses as shall be specified by the parties by like notice:


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                    (a) If to Employer:    INSpire Insurance Solutions, Inc.
                                           300 Burnett Street
                                           Fort Worth, Texas  76102-2799
                                           Attention:  F. George Dunham, III
                                           Facsimile No.:  (800) 826-9865

                    (b) If to Employee:    
                                           --------------------------
                                           --------------------------

         Notice so given shall, in the case of notice so given by mail, be
deemed to be given and received on the fourth calendar day after posting, in the
case of notice so given by overnight delivery service, on the date of actual
delivery and, in the case of notice so given by cable, telegram, facsimile
transmission, telex or personal delivery, on the date of actual transmission or,
as the case may be, personal delivery.

         22. Further Actions. Whether or not specifically required under the
terms of this Agreement, each party hereto shall execute and deliver such
documents and take such further actions as shall be necessary in order for such
party to perform all of his or its obligations specified herein or reasonably
implied from the terms hereof.

         23. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAW, AND NOT THE LAW OF CONFLICTS, OF THE STATE OF
TEXAS.

         24. Assignment. This Agreement is personal to Employee and may not be
assigned in any way by Employee without the prior written consent of Employer.
This Agreement shall not be assignable or delegable by Employer, other than to
an affiliate of Employer, except if there is a Change of Control as defined in
Section 16, Employer may assign its rights and obligations hereunder to the
person, corporation, partnership or other entity that has gained such control.

         25. Counterparts. This Agreement may be executed in counterparts, each
of which will take effect as an original and all of which shall evidence one and
the same Agreement.



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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Effective Date.


                                 INSPIRE INSURANCE SOLUTIONS, INC.



                                 By:       
                                    -----------------------------------------
                                 Name:     
                                      ---------------------------------------
                                 Title:    
                                       --------------------------------------

                                 EMPLOYEE:



                                 --------------------------------------------



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                                    EXHIBIT A

                              PROHIBITED ACTIVITIES


         Acting in any capacity, either individually or with any corporation,
partnership or other entity, directly or indirectly, in providing, or proposing
to provide, data processing software systems, related automation support
services and information services to the insurance industry, including, but not
limited to, application software, processing, consulting and related services,
in the performance of any of the following types of duties in any part of the
insurance industry:

         1.  The performance of the sales and marketing functions.

         2.  The responsibility for sales revenue generation.

         3.  The responsibility for customer satisfaction.

         4.  The responsibility for research and development of insurance data
             base products.

         5.  The responsibility for the research and development of information
             data processing systems and services.

         6.  The providing of input to pricing of products.

         7.  The planning and management of data processing services resources.

         8.  The coordination of the efforts of the various aspects of computer
             systems services organizations with other functions.

         9.  The planning and management of information services resources.

         10. The providing and management of an operations staff to support the
             above listed activities.


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                                    EXHIBIT B

                                 RESTRICTED AREA


         Fifty mile radius of the city limits of the following cities and any
additional cities where Employer or any subsidiary of Employer maintains an
office at any time during which Employee is employed by Employer:


                  Fort Worth, Texas               Milwaukee, Wisconsin
                  Dallas, Texas                   Sheboygan, Wisconsin
                  Boston, Massachusetts
                  Columbia, South Carolina

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                                    EXHIBIT C

                            CONFIDENTIAL INFORMATION


         1. All software/systems (including all present, planned and future
software), whether licenses or unlicensed, developed by or on behalf of or
otherwise acquired by INSpire Insurance Solutions, Inc. or any of its
subsidiaries.

                  "All software/system" shall mean:

                  o all code in whatever form
                  o all data pertaining to the architecture and design of such
                    software systems 
                  o all documentation in whatever form 
                  o all flowcharts 
                  o any reproduction or recreation in whole or in part of any 
                    of the above in whatever form.

         2. All business plans and strategies including:

                  o strategic plans
                  o product plans
                  o marketing plans
                  o financial plans
                  o operating plans
                  o resource plans
                  o all research and development plans including all data
                    produced by such efforts.

         3. Internal policies, procedures, methods and approaches which are
unique to INSpire Insurance Solutions, Inc. and are not public.

         4. Any information relating to the employment, job responsibility,
performance, salary and compensation of any present or future officer or
employee of INSpire Insurance Solutions, Inc.