Correction and Amendment of Firemark Service Agreement


     

    Exhibit
      10.3

    
 

    CORRECTION
      AND AMENDMENT OF JULY 24, 2002 SERVICES AGREEMENT BETWEEN

    BRW
      ACQUISITION, INC. AND FIREMARK PARTNERS, LLC

    


    This
      Correction and Amendment Of July 24, 2002 Services Agreement is made by and
      between Bristol West Holdings, Inc., a Delaware Corporation formerly known
      as
      BRW Acquisition, Inc. (“BWIG”), and FireMark Partners, LLC (“FireMark”), a
      Delaware limited liability company with its principal office located in Newton,
      Massachusetts.

    


    WHEREAS,
      BWIG
      and FireMark entered into a Services Agreement dated July 24, 2002 (“Services
      Agreement”); 

    


    WHEREAS,
      the
      parties have discovered that the Services Agreement failed to accurately set
      forth their agreement in certain respects and agree that the Services Agreement
      should be corrected; and

    


    WHEREAS,
      the
      parties desire to separately amend the Services Agreement in certain
      areas.

    


    


    NOW
      THEREFORE,
      the
      Services Agreement is hereby corrected and amended as
      follows:

    


    
      	1.  	
              Section
                9.2 of Exhibit 4-A to the Services Agreement is corrected as
                follows:

            


    

    


    The
      sentence “Subject to the terms and conditions set forth in this Services
      Agreement, FireMark hereby grants to BWIG, and BWIG accepts, a nonexclusive,
      nontransferable, five (5) year license in the Software, for the use and
      reproduction of the Software exclusively by BWIG” is deleted in its entirety and
      replaced by “Subject to the terms and conditions of this Services Agreement,
      FireMark hereby grants to BWIG, and BWIG accepts, a nonexclusive,
      nontransferable, perpetual license in the Software, for the use and reproduction
      of the Software exclusively by BWIG. After the first five (5) years of this
      license grant, no further license fees will be due to FireMark by BWIG, and
      FireMark may license the BWIG Dragon System to any competitor of
      BWIG.”

    


    
      	2.  	
              Section
                5.1 of the Services Agreement is corrected as
                follows:

            


    

    


    The
      sentence “If BWIG decides to continue this Agreement, the License Phase shall
      last for five years from the date of such determination, unless otherwise
      terminated pursuant to the terms of this Agreement” is deleted in its entirety
      and replaced by “If BWIG decides to continue this Agreement, the License Phase
      shall last in perpetuity from the date of such determination, unless otherwise
      terminated pursuant to the terms of this Agreement.”

    


    
      	3.  	
              Section
                7.3 of the Services Agreement is corrected as follows:
                

            


    

    


    The
      sentence “Commencing on the day this rollout plan is complete, a monthly license
      fee of $75,000 will be due to FireMark by BWIG, so long as the License Phase
      remains in effect within the license term indicated in section 9.2 of Exhibit
      4-A” is deleted in its entirety and replaced by “Commencing on the day this
      rollout plan is complete, a monthly license fee of $75,000 will be due to
      FireMark by BWIG during the first five (5) years of the License Phase, so long
      as the License Phase remains in effect during that time.”

    


    
      	4.  	
              Section
                7.5 (1)(b) of the Services Agreement is corrected as follows:
                

            


    

    


    The
      sentence “After the Effective Date and prior to the end of the five-year License
      Phase (excluding any renewal terms) OneShield shall not license the BWIG Dragon
      System to any competitor of BWIG” is deleted in its entirety and replaced by
“After the Effective Date and for the first five years of the License Phase,
      FireMark shall not license the BWIG Dragon System to any competitor of
      BWIG.”

    


    
      	5.  	
              Section
                9.4 of the Services Agreement is corrected as
                follows:

            


    

    


    The
      sentence “Upon the termination or expiration of this Services Agreement, (a) all
      rights granted to BWIG under this Services Agreement cease and BWIG will
      promptly cease all use and reproduction of the Software and (b) BWIG will
      promptly return all copies of the Software to FireMark or destroy all of BWIG's
      copies of the Software and so certify to FireMark in writing within fourteen
      (14) days of termination” is deleted in its entirety and replaced by “Upon the
      termination of this Services Agreement by FireMark pursuant to Section 7.7
      (3)(4) or (5) of the Services Agreement, (a) all rights granted to BWIG under
      this Services Agreement cease and BWIG will promptly cease all use and
      reproduction of the Software and (b) BWIG will promptly return all copies of
      the
      Software to FireMark or destroy all of BWIG's copies of the Software and so
      certify to FireMark in writing within thirty (30) days of
      termination.”

     

    
      	6.  	
              Section
                9.3 of Exhibit 4-A to the Services Agreement is corrected by deleting
                in
                its entirety the following sentence from that
                section:

            


    

    


    “BWIG
      shall not modify, reverse engineer, or de-compile the Software, or create
      derivative works based on the Software.”

    


    
      	7.  	
              The
                Services Agreement is hereby amended to provide that non-Core development
                work, Dragon-implementation-related work and other time and material
                work
                provided by OneShield to BRW may be invoiced by OneShield directly
                to BRW
                and paid by BRW directly to OneShield.  BRW shall have no obligation
                to make any payments to FireMark for any such services so invoiced by
                OneShield.

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have signed this Correction and Amendment
      as
      of the date written below.

    


    


    BRISTOL
      WEST HOLDINGS, INC.,

    FORMERLY
      BRW ACQUISITION, INC. 

    


    


    By: 
      /s/ JEFFREY J.
      DAILEY                             


    


    Typed
      name: Jeffrey J. Dailey

    


    Title:
      President and Chief Operating Officer

    


    Date:
      November 8, 2005

    


    


    FIREMARK
      PARTNERS, LLC

    


    


    By:
      /s/ INDEER-JEET S.
      GUJRAL                    


    


    Typed
      name: Inder-Jeet S. Gujral

    


    Title:
      Partner

    


    Date:
      November 8, 2005