Firemark Agreement


     

    Exhibit
      10.2

     

     

    SERVICES
      AGREEMENT

    


    by
      and among

    


    


    BRW
      ACQUISITION, INC. 

    


    and

    


    FIREMARK
      PARTNERS, LLC

    


    


    JULY
      24, 2002


    
      
                                                       

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    Table
      of Contents

    


    
      	 


    

    


     

     

     

    1 SERVICES
      AGREEMENT..............................................................................................
      5

     

    2 NEW
      PROCESS
      DEVELOPMENT..............................................................................
      6

    2.1 Timeframe...............................................................................................................
      6

    2.2 New-Process
      Details............................................................................................
      6

    2.3 Deliverables..........................................................................................................
      6

    2.4 Project
      Plan...........................................................................................................
      6

     

    3 DRAGON
      IMPLEMENTATION.................................................................................
      8

    3.1 Deliverables.........................................................................................................
      8

    3.2 License
      and Support
      Terms..............................................................................
      9

     

    4 DRAGON
      PILOT DEVELOPMENT PHASE.........................................................
      10

    4.1 Timeframe...........................................................................................................
      10

    4.2 Deliverables.......................................................................................................
      10

    4.3 Acceptance
      Criteria..........................................................................................
      10

     

    5 DRAGON
      LICENSE
      PHASE.....................................................................................
      12

    5.1 Timeframe...........................................................................................................
      12

    5.2 Pilot
      Process......................................................................................................
      12

    5.2.1 Timeframe..................................................................................................
      12

    5.2.2 Pilot
      Process
      Plan...................................................................................
      12

    5.2.3 Pilot
      Acceptance
      Criteria......................................................................
      12

    5.3 Additional
      Development
      Process..................................................................
      13

    5.3.1 Timeframe..................................................................................................
      13

    5.3.2 Deliverables..............................................................................................
      13

    5.3.3 Project
      Plan..............................................................................................
      13

    5.3.4 Acceptance
      Criteria................................................................................
      14

    5.4 Operation
      Process............................................................................................
      14

    5.4.1 Responsibilities........................................................................................
      14

     

    6 STRATEGIC
      SERVICES..........................................................................................
      15

     

    7 Consideration
      and
      Miscellaneous...........................................................................
      16

    7.1 New
      Process Development
      Phase.................................................................
      16

    7.2 Dragon
      Pilot Development
      Phase..................................................................
      16

    7.3 Dragon
      License
      Phase.....................................................................................
      17

    7.4 Strategic
      Services.............................................................................................
      18

    7.5 Equity
      & Other
      Considerations......................................................................
      18

    7.6 Other
      Payment
      Details......................................................................................
      21

    7.6.1 Timing.........................................................................................................
      21

     

    
      
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    7.6.2 Taxes..........................................................................................................
      21

    7.7 Termination.......................................................................................................
      22

    7.8 Miscellaneous...................................................................................................
      22

    7.8.1 Relationship
      of
      Parties...........................................................................
      22

    7.8.2 Taxes
      and
      Benefits...................................................................................
      22

    7.8.3 Ownership
      of Intellectual
      Property......................................................
      23

    7.8.4 Confidentiality.........................................................................................
      23

    7.8.5 Warranty....................................................................................................
      24

    7.8.6 Indemnity...................................................................................................
      24

    7.8.7 Disclaimer
      and Limitation of Liability................................................
      25

    7.8.8 Limitation
      Period.....................................................................................
      25

    7.8.9 General.......................................................................................................
      25

     

    8 EXHIBIT
      3-A: NEW-PROCESS PROJECT PLAN..............................................
      29

     

    9 Exhibit
      4-A: Software License
      Terms......................................................................
      30

    9.1 Software
      Definition............................................................................................
      30

    9.2 License
      Grant......................................................................................................
      30

    9.3 License
      Restrictions..........................................................................................
      30

    9.4 Termination
      Rights............................................................................................
      30

    9.5 Warranties,
      Disclaimer and
      Limitations..........................................................
      31

    9.5.1 Warranties..................................................................................................
      31

    9.5.2 Disclaimer..................................................................................................
      31

    9.5.3 Remedies
      on Breach of Warranty...........................................................
      31

    9.6 Infringement
      Indemnity....................................................................................
      31

    9.7 Export
      Controls and Restricted
      Rights.......................................................... 32

    9.7.1 Export
      Controls........................................................................................
      32

    9.7.2 Restricted
      Rights......................................................................................
      32

    9.8 Escrow................................................................................................................
      32

     

    10 EXHIBIT
      4-B: MAINTENANCE AND SUPPORT TERMS...............................
      34

    10.1 Maintenance....................................................................................................
      34

    10.1.1 FireMark
      Requirements........................................................................
      34

    10.1.2 BWIG
      Requirements...............................................................................
      34

    10.1.3 Penalties..................................................................................................
      35

    10.2 Support.............................................................................................................
      35

    10.2.1 Includes....................................................................................................
      35

    10.2.2 Excludes...................................................................................................
      35

    10.3 Support
      Descriptions......................................................................................
      36

    10.3.1 Dragon
      Technical
      Support...................................................................
      36

    10.3.2 Software
      Support....................................................................................
      36

    10.3.3 Training....................................................................................................
      36

    10.3.4 Error
      Reporting.......................................................................................
      36

    10.3.5 Error
      Tracking and
      Triage....................................................................
      37

    10.4 Support
      Coverage.............................................................................................
      37

    10.5 Response
      time...................................................................................................
      37

     

    
      
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    10.6 Customer
      Feedback...............................................................................................
      38

    10.7 Timeline...................................................................................................................
      38

     

    11 EXHIBIT
      5-A: PILOT DEVELOPMENT PHASE DELIVERABLES......................
      39

    11.1 A
      Deliverables........................................................................................................
      39

    11.2 B
      Deliverables.........................................................................................................
      39

     

    12 EXHIBIT
      5-B: PILOT DEVELOPMENT PHASE ACCEPTANCE CRITERIA..... 43

    12.1 TRANSACTION
      ACCEPTANCE........................................................................
      43

    12.2 PERFORMANCE
      ACCEPTANCE.......................................................................
      43

    12.3 OPERATING
      INFRASTRUCTURE TEST..........................................................
      44

     

    13 EXHIBIT
      6-A: PILOT PROCESS
      PLAN....................................................................
      45

     

    14 Exhibit
      6-B: Additional Development Process
      Deliverables.................................... 46

     

    15 Exhibit
      6-C: Example
      Deliverables................................................................................
      51

     

    
      
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      	1  	
              SERVICES
                AGREEMENT

            


    

    


    This
      Agreement (“Services Agreement”) is made the last date of execution (the
“Effective Date”) hereunder by and among BRW Acquisition, Inc. a Delaware
      Corporation as the parent company of Insurance Data Systems, G.P. (“IDS”), a
      Florida general partner with its principal office located in Davie, Florida,
      collectively referred to as the Bristol West Insurance Group (“BWIG”), and
      FireMark Partners, LLC (“FireMark”), a Delaware limited liability company with
      its principal office located in Newton, Massachusetts.

    


    WHEREAS,
      BWIG underwrites non-standard
      private passenger automobile insurance;

    


    WHEREAS,
      IDS provides certain IT-related services to BWIG;

    


    WHEREAS,
      FireMark provides business process restructuring services and related technology
      solutions to improve the profitability of insurance books of insurance business;
      and

    


    


    WHEREAS,
      BWIG desires to engage the services of FireMark to improve its operating
      performance.

    


    NOWTHEREFORE,
      in consideration of the mutual covenants contained herein BWIG and FireMark
      agree as set forth herein.

    


    BWIG
      and
      FireMark agree that FireMark shall perform the following services for BWIG,
      as
      more fully described hereinafter:

    


    
      	1.  	
              New
                Process Development -
                Develop new business processes for BWIG from time to time based on
                mutual
                agreement with BWIG, that are intended to reduce costs, increase
                service
                quality or increase efficiencies for
                BWIG.

            


    

    


    
      	2.  	
              Dragon
                Implementation
                -
                Develop, install and support a customized version of the OneShield
                DragonTM
                system (as described in the Dragon Description as defined below,
                the
                “Dragon System” or “Dragon”) at
                BWIG.

            


    

    


    
      	3.  	
              Custom
                Development
                -
                Develop custom software applications for BWIG from time to time,
                based on
                mutual agreement with BWIG
                management.

            


    

    


    
      	4.  	
              Strategic
                Services
                -
                Provide strategic services from time to time, based on mutual agreement
                with BWIG management.

            


    

     

    
      
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      	2  	
              NEW
                PROCESS
                DEVELOPMENT

            


    

    


    New
      versions of the following business processes shall be developed:

    


    Policy
      Processing
      - All
      activities relating to the transactions that occur in the life of any insurance
      policy in the absence of a claim, i.e. everything from the initial quote to
      the
      final cancellation or expiration and non-renewal, which includes policies that
      are reinstated with a lapse or rewritten after a cancellation.

     

    
      	2.1  	
              Timeframe

            


    

     

    The
      New
      Process Development shall begin on the Effective Date.

     

    
      	2.2  	
              New-Process
                Details 

            


    

     

    Each
      new-process definition shall be contain at least the following
      components:

    


    
      	1.  	
              Definition
                each step in the workflow necessary to conduct each business
                process.

            


    

    
      	2.  	
              Definition
                of all inputs into each step

            


    

    
      	3.  	
              Estimates
                of the cost and time involved in the
                step

            


    

    
      	4.  	
              The
                algorithm/business rules implicit in the execution of the step, if
                applicable.

            


    

    
      	5.  	
              Definition
                of all outputs from the step

            


    

    
      	6.  	
              If
                one or more computer applications is involved in the step, a definition
                of
                the specific screens or components
                involved.

            


    

    
      	7.  	
              If
                one or more paper forms is involved in the step, a definition of
                the forms
                involved.

            


    

     

    
      	2.3  	
              Deliverables

            


    

     

    For
      each
      New Process developed under this section of the Services Agreement, the
      deliverable shall consist of a workflow diagram and associated documents
      necessary to define the results of this development as specified in Section
      2.2
      above.

     

    
      	2.4  	
              Project
                Plan

            


    

     

    A
      Project
      Plan for the new-process development services to be furnished by FireMark under
      this Services Agreement is set forth in Exhibit 3-A. FireMark

    
      
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     will
      furnish all subsequent new-process developments not covered by this Project
      Plan, as mutually agreed upon in future between the parties to this Services
      Agreement.

     

    
      
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      	3  	
              DRAGON
                IMPLEMENTATION

            


    

    


    In
      order
      to implement the new processes developed under Section 2 of this Services
      Agreement, the following steps shall occur:

    


    


    
      	·  	
              Dragon
                Pilot Development Phase
                (Core Functionality) - where FireMark develops a limited-functionality
                version of OneShield Dragon for BWIG to test on a pilot
                basis.

            


    

    


    
      	·  	
              Dragon
                License Phase
                -
                which in turn consists of the following
                processes:

            


    

    


    
      	(a)  	
              Dragon
                Pilot Process
                (Core Functionality) - where BWIG tests the Dragon version prepared
                in the
                Dragon Pilot Development Phase above, on a pilot basis in one
                state.

            


    

    
      	(b)  	
              Additional
                Development Process
                (Core/Non-core Functionality) - where FireMark develops a
                fuller-functionality version of Dragon for BWIG while the limited
                version
                is being piloted. Core/Non-core Functionality shall be as referred
                to in
                Exhibit 6-B.

            


    

    
      	(c)  	
              Operation
                Process
                -
                where, if BWIG determines that the pilot has been successful, it
                elects to
                deploy the full version of Dragon company-wide and then operates
                it on an
                ongoing basis.

            


    

    


    Note:
      A high-level description of the (unmodified base-level) OneShield Dragon
TM  system Version 2.0, which will form the basis of all Dragon
      development for BWIG, is contained in the document entitled “OneShield
      Technology Description 2002.pdf” (as it may be modified or superceded
      during the Additional Development Process or any other services furnished under
      this Services Agreement, the “Dragon Description”) which has been provided to
      BWIG and is incorporated herein by this reference.

    


    The
      customized version of the OneShield Dragon system licensed to BWIG shall be
      termed the “BWIG Dragon System”

     

    
      	3.1  	
              Deliverables

            


    

     

    Both
      parties agree that the following process shall be followed upon the issuance
      of
      any and all deliverables (where applicable):

    


    
      	·  	
              FireMark
                will prototype the deliverable's functional pieces (transactions)
                and
                document such.

            


    

    
      	·  	
              The
                deliverable's functional pieces shall be presented to BWIG for their
                review.

            


    

     

    
      
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      	·  	
              If,
                during the course of BWIG's review, BWIG determines that the system
                is not
                functioning properly, said issue shall be timely noted and reported
                back
                to FireMark.

            


    

    
      	·  	
              Upon
                notification from BWIG, FireMark shall fix any outstanding issue,
                re-document such, and re-present corrected deliverable to BWIG for
                their
                approval.

            


    

    
      	·  	
              This
                process shall be repeated until the deliverable functions to Bristol's
                acceptance. 

            


    

    
      	·  	
              Should
                FireMark fail to correct any deliverable in a reasonable time and
                per
                BWIG's specifications, BWIG shall have the option of terminating
                this
                agreement.

            


    

     

    
      	3.2  	
              License
                and Support Terms

            


    

     

    In
      addition to the terms of this Services Agreement, the Software License Terms
      (attached hereto as Exhibit 4-A and incorporated herein by this reference)
      shall
      apply to the license of the BWIG Dragon System from the start of the Dragon
      Implementation Phase to the expiration or termination of this Services
      Agreement.

    


    The
      terms
      of FireMark’s Support of the BWIG Dragon System are described in the Maintenance
      and Support Terms (attached hereto as Exhibit 4-B and incorporated herein by
      this reference).

     

    
      
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      	4  	
              DRAGON
                PILOT DEVELOPMENT PHASE

            


    

     

    This
      phase is intended for the development of a limited-demonstration version of
      the
      OneShield DragonTM
      system
      for BWIG for one state in which BWIG does business.

     

    
      	4.1  	
              Timeframe

            


    

     

    The
      Pilot
      Development Phase shall begin immediately on the Effective Date. It is currently
      scheduled to last no longer than 90 days and may be extended as mutually
      acceptable to both parties.

     

    
      	4.2  	
              Deliverables

            


    

     

    The
      Development Phase Deliverables are specified in Exhibit 5-A. 

    


    No
      later than the Effective Date, BWIG shall identify the state for which the
      Pilot
      Process (see Section 5 below) will be conducted.

    


    BWIG
      is required to finalize and approve the list of deliverables contained in
      Exhibit 5-A no later than 30 days from the Effective Date.


    


    In
      addition to Exhibit 5-B, the process indicated in Section 3.1 shall apply to
      the
      issuance of any and all deliverables.

     

    
      	4.3  	
              Acceptance
                Criteria

            


    

     

    


    The
      purpose of this Phase is to allow BWIG to determine on a bounded-cost basis,
      whether the BWIG Dragon system developed by the end of this Phase substantially
      meets the needs of BWIG with respect to a client software interface for its
      brokers and agents, and whether its internal customer-service and underwriting
      employees also have access to substantially the same functionality as this
      broker/agent interface.

    


    The
      specific criteria used to determine whether or not the deliverables of this
      Pilot Development Phase are acceptable, and consequently the Phase is considered
      successful, shall be based upon the approval of BWIG upon the completion and
      delivery of both the A and B deliverables. 

    


    FireMark
      will notify BWIG at such time or times that the A deliverables are available
      to
      be tested, and both parties will agree on a mutually convenient 

     

    
      
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    place
      and
      time for this test to occur, but in no instance later than 2 weeks following
      such notice. 

    


    FireMark
      will notify BWIG at such time or times that the A deliverables and the B
      deliverables are available to be tested, and both parties will agree on a
      mutually convenient place and time for this test to occur, but in no instance
      later than 2 weeks following such notice. If the BWIG Dragon System performs
      to
      BWIG's satisfaction and to the full Pilot Development Phase Acceptance Criteria
      (referred to above), BWIG will certify to this in writing and, the Pilot
      Development Phase will end and the License Phase shall begin immediately.


     

    
      
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      	5  	
              DRAGON
                LICENSE PHASE

            


    

    


    The
      Dragon License Phase shall begin immediately upon successful completion of
      the
      Development Phase. This Phase shall consist of the following
      Processes:

    


    
      	1.  	
              Pilot
                Process
                -
                Test the results of the Development Phase on a pilot basis in one
                state
                where BWIG does business. 

            


    

    
      	2.  	
              Additional
                Development Process
                -
                Conduct the development of those parts of the BWIG Dragon System
                that are
                necessary or desirable for full deployment at BWIG beyond the pilot
                deployment, and consequently were not part of the Pilot Development
                Phase.

            


    

    
      	3.  	
              Operation
                Process
                -
                Subsequent to the completion of (1) and (2) above, deploy the BWIG
                Dragon
                System throughout BWIG’s national customer base and run the system as such
                over the remaining period of the License
                Phase.

            


    

     

    
      	5.1  	
              Timeframe

            


    

     

    Within
      90
      days of the completion of the Pilot Development Phase, BWIG shall make a written
      determination whether to terminate this Agreement or to continue it. If BWIG
      decides to continue this Agreement, the License Phase shall last for 5 years
      from the date of such determination, unless otherwise terminated pursuant to
      the
      terms of this Agreement. If BWIG decides to terminate this Agreement, then
      the
      License Phase shall also terminate immediately.

     

    
      	5.2  	
              Pilot
                Process

            


    

     

    The
      Pilot
      Process is a BWIG activity that begins immediately upon starting the License
      Phase. It seeks to test the results of the Development Phase in one state in
      which BWIG does business.

     

    
      	5.2.1  	
              Timeframe

            


    

     

    The
      Pilot
      Process shall not last more than 6 months from the beginning of the License
      Phase unless extended by the parties to this Services Agreement.

     

    
      	5.2.2  	
              Pilot
                Process Plan

            


    

     

    The
      Pilot
      Process Plan is specified in Exhibit 6-A.

     

    
      	5.2.3  	
              Pilot
                Acceptance Criteria

            


    

     

    
      
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    At
      the
      end of the Pilot Process, the Operation Process will begin immediately and
      BWIG
      will determine at its sole discretion whether or not it is advisable
      to:

    
      	1.  	
              Gradually
                extend the installation of Dragon through additional states where
                BWIG has
                operations, until full nationwide deployment is eventually achieved,
                or

            


    

    
      	2.  	
              Move
                directly to nationwide deployment.

            


    

    


    Its
      decision will be based on the application of the same technical acceptance
      criteria at the end of the Pilot Process as were applied at the end of the
      Pilot
      Development Phase. 

     

    
      	5.3  	
              Additional
                Development Process

            


    

     

    The
      Additional Development Process is a FireMark activity that is intended to
      complete the software development and customization process that was begun
      in
      the Pilot Development Phase to allow for nationwide deployment of the BWIG
      Dragon System.

     

    
      	5.3.1  	
              Timeframe

            


    

     

    This
      Process begins as soon as the License Phase begins, and is scheduled to continue
      as a background task to the Pilot Process, so that when the Pilot Process is
      complete and BWIG decides on a wider rollout of Dragon, the additional
      development work necessary to allow this to happen, has been
      performed.

    


    In
      any
      event, the Additional Development Process shall not last more than 6 months
      from
      the beginning of the License Phase unless extended by the parties to this
      Services Agreement.

     

    
      	5.3.2  	
              Deliverables

            


    

     

    The
      Additional Development Process Deliverables are specified in Exhibit 6-B. All
      of
      these deliverables are marked “Core” or “Non-Core” to signify that they are
      either part of Dragon core functionality, or constitute additional development
      to satisfy BWIG-specific requirements. The parties to this Agreement may modify
      or add to the Deliverables for this Process upon mutual consent.

    


    The
      process indicated in Section 3.1 shall apply to the issuance of any and all
      deliverables.

     

    
      	5.3.3  	
              Project
                Plan

            


    

     

    
      
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    The
      Additional Development Process Project Plan shall be developed by the two
      parties immediately upon commencement of the Pilot phase.

     

    
      	5.3.4  	
              Acceptance
                Criteria

            


    

     

    The
      Additional Development Phase Acceptance Criteria are based on the application
      of
      the same technical acceptance criteria at the end of the Pilot Process as were
      applied at the end of the Pilot Development Phase and shall be

    identical
      to the Development Phase Acceptance Criteria (Exhibit 5-B) and Section 3.1,
      with
      the additional provisos:

    


    
      	1.  	
              The
                detailed specifications for the new functionality introduced in this
                Phase, are in Task #4 of Exhibit 6-B, the corresponding workflows
                (and
                their related detail spreadsheets) for which Exhibit 6-C is a specimen
                in
                addition to Task #3 of Exhibit 3-A is necessary to extend the program
                beyond the previously selected Pilot Process
                state.

            


    

    


    
      	2.  	
              There
                is one additional requirement that relates to desktop rating, i.e.
                Exhibit
                6-B Task #19. Dragon must be able to deliver a non-binding quote
                not
                utilizing 3rd-party
                data sources in a time substantially similar to Raptor, or to the
                dominant
                third-party rater if Raptor is not available for that
                state.

            


    

    


    FireMark
      will notify BWIG at such time or times that it is ready to demonstrate the
      success of the Additional Development Phase, and both parties will agree on
      a
      mutually convenient place and time for this test to occur, but in no instance
      later than 2 weeks following such notice. If the BWIG Dragon System performs
      in
      accordance with the Acceptance Test Criteria, BWIG will certify to this in
      writing, the Additional Development Process will be migrated into the Operation
      Process. 

     

    
      	5.4  	
              Operation
                Process

            


    

     

    Should
      BWIG elect to continue with the contract, the Operation Process begins
      immediately upon the successful completion of the Pilot Process and shall
      include those portions the Additional Development Process which are accepted
      by
      BWIG.

     

    
      	5.4.1  	
              Responsibilities

            


    

     

    During
      the Operation Process, the operational responsibilities of the two parties
      under
      this contract are specified in Exhibit 4-B.

     

    
      
         

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      	6  	
               STRATEGIC
                SERVICES

            


    

     

    FireMark
      will be responsible for conducting analyses and providing strategy suggestions
      in various areas of BWIG operations. These activities may include but not be
      limited to:

    


    
      	·  	
              Analysis
                of various company internal
                operations

            


    

    
      	·  	
              Analysis
                of the company’s distribution channels and
                end-customers

            


    

    
      	·  	
              Collection
                of additional data and analysis of data already being
                collected

            


    

    
      	·  	
              Custom
                software development as needed from time to
                time

            


    

    


    All
      such
      activities will only be carried out with the prior written permission of
      BWIG.

     

    
      
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      	7  	
              Consideration
                and Miscellaneous

            


    

    


    Consideration
      for the services provided by FireMark are specified below:

     

    
      	7.1  	
              New
                Process Development Phase

            


    

     

    For
      all
      activities covered by the Project Plan in Exhibit 3-A, FireMark will be
      reimbursed for reasonable travel-related expenses, and there will be no further
      charge.

    


    For
      all
      subsequent New Process Development activities not defined in this Project Plan,
      FireMark will be reimbursed on a time-and-materials basis at a rate of $1500
      per
      person-day, as well as for all reasonable travel-related expenses. Any
      additional work under this section shall be subject to BWIG's prior written
      approval.

     

    
      	7.2  	
              Dragon
                Pilot Development Phase

            


    

     

    BWIG
      shall be responsible for the following payments to FireMark during the Dragon
      Pilot Development Phase:

    


    
      	(a)  	
              $100,000
                immediately upon the Effective
                Date.

            


    

    


    
      	(b)  	
              $100,000
                30 days after the Effective Date.

            


    

    


    
      	(c)  	
              $150,000
                60 days after the Effective Date.

            


    

    


    
      	(d)  	
              $125,000
                immediately upon FireMark’s meeting the A Acceptance Criteria for this
                Phase as defined above.

            


    

    


    
      	(e)  	
              $125,000
                immediately upon FireMark’s meeting the full (i.e. A as well as B)
                Acceptance Criteria for this Phase as defined
                above.

            


    

    


    
      	(f)  	
              Prompt
                reimbursement of FireMark’s reasonable travel-related expenses associated
                with this Phase.

            


    

    


    
      	(g)  	
              The
                costs necessary to allow FireMark to acquire computer hardware and
                software on behalf of BWIG, for use in setting up the infrastructure
                for
                the BWIG Dragon System and to conduct and demonstrate load testing
                up to a
                maximum of $55,000. Upon completion of the Development Phase (or
                at such
                later time as both parties may agree), all of this hardware and software
                will be transferred to BWIG and may be used by BWIG to house the
                production version of the BWIG Dragon System for the pilot. It is
                expected
                that BWIG will not need to expend any additional funds toward computer
                

            


    

     

    
      
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      hardware
        and software until the completion of the Pilot Process. In the event that
        additional funds need to be expended for this purpose, however, FireMark
        shall
        be responsible for such additional expenditures, and shall retain
        title/ownership to any hardware or software acquired through the expenditure
        of
        such additional funds.

    

     

    In
      the
      event BWIG determines that it already owns or has leased equipment comparable
      to
      that required under this clause, it has the right to provide such equipment
      to
      FireMark in lieu of the funds required to acquire such equipment elsewhere.
      In
      all instances, the needed equipment shall be housed in Massachusetts during
      the
      Pilot Development Phase and be transferred to a BWIG facility thereafter. Any
      shipping-related expenses that may be incurred during this process shall be
      borne by BWIG.

    


    
      	(h)  	
              Any
                and all third-party expenses incurred by FireMark (on a pass-through
                basis
                and with prior permission from BWIG) related to the execution of
                FireMark’s responsibilities under the Development
                Phase.

            


    

     

    
      	7.3  	
              Dragon
                License Phase

            


    

     

    BWIG
      shall be responsible for the following payments to FireMark during the Dragon
      License Phase:

    


    
      	·  	
              License
                Fee - As soon as possible after the commencement of the License Phase,
                and
                in any event no later than 6 months of such commencement, BWIG shall
                complete its plan for the rollout of the BWIG Dragon System throughout
                its
                nationwide customer base (assuming that this Agreement was not previously
                terminated). 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. This license fee shall be reduced to
                $50,000
                per month in the event that the Reference Expense Ratio minus the
                Comparison Expense Ratio (as such terms are defined in Section 7.6
                below)
                is less than 2% [(RER - CER) < 2%)] after controlling for material
                changes in the composition of the BWIG business including sales or
                acquisitions of businesses or books of business or entering into
                new lines
                of business. Such determination shall be made by BWIG no earlier
                than 2
                years from the commencement of the national rollout date as provided
                during the Operation Process described
                above.

            


    

    


    
      	·  	
              Non-Core
                Development - all work done by FireMark as part of the Additional
                Development Process, which relates to the development of the Additional
                Development Deliverables and specifically authorized by BWIG and
                marked
                “non-core”, shall be reimbursed by BWIG at the rate
                

            


    

     

    
      
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    of
      $1500 per day (or pursuant to a fixed-price
      arrangement if mutually agreed between the Parties). 

     

    
      	·  	
              Prompt
                reimbursement of FireMark’s reasonable travel-related expenses associated
                with this Phase.

            


    

    


    
      	·  	
              If
                BWIG requests any Dragon-implementation-related work of FireMark
                over and
                above that specified in this contract, and if FireMark is willing
                to
                undertake such work, then it shall be paid at the rate of $1500 per
                day
                plus applicable travel-related
                expenses.

            


    

    


    
      	·  	
              FireMark
                estimates that once BWIG deploys the BWIG Dragon System nationally,
                the
                costs for hardware, operating systems, system utilities, etc. will
                be
                between $250,000 to $300,000 per
                year.

            


    

    


    
      	·  	
              Any
                and all third-party expenses incurred by FireMark (on a pass-through
                basis
                and with prior permission from BWIG) relating to the execution of
                FireMark’s responsibilities under the Dragon License Phase. The one we are
                aware of at the moment, is the cost of licensing a print engine -
                if the
                current print engine in use within BWIG is not usable by Dragon for
                reasons of cost, speed, re-entrancy, synchronous calling etc., then
                it
                will cost BWIG an estimated $30,000-$35,000 per year to license a
                third-party print engine.

            


    

     

    
      	7.4  	
              Strategic
                Services 

            


    

     

    Any
      strategic services conducted by FireMark under this contract shall be
      compensated as follows:

    
      	·  	
              $3000
                per day for the utilization of I. J. Gujral or comparable FireMark
                senior
                partner (with prior approval from
                BWIG).

            


    

    
      	·  	
              $1500
                per day for the utilization of all other FireMark employees or contractors
                (with prior approval from BWIG).

            


    

    
      	·  	
              All
                reasonable travel-related expenses in connection with these
                services

            


    

    
      	·  	
              All
                third-party expenses made necessary by the execution of these services
                (on
                a pass-through basis and with the prior approval of
                BWIG).

            


    

     

    
      	7.5  	
              Equity
                & Other Considerations

            


    

     

    
      	1.  	
              OneShield
                Considerations
                -
                As consideration for being chosen the technology subcontractor in
                this
                Services Agreement, FireMark shall obtain OneShield’s written agreement to
                provide the following considerations to
                BWIG:

            


    

    
      	a.  	
              Immediately
                upon the start of the Operation Phase, OneShield shall grant to BWIG,
                warrants for OneShield Common Stock equal to 2% of
                

            


    

     

    
      
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    its
      fully-diluted capital stock as of the Effective
      Date bearing a strike price of $0.25 per share and exercisable within 10 years
      of such grant. In connection with such grant OneShield shall represent that
      its
      Series C valuation yielded a $0.25 price per fully diluted share. Said warrants
      shall cliff vest at the start of the national roll-out described in the
      Operation Process. In the event of a change of control of BWIG, said warrants
      shall be directed to a Company of BWIG's choosing and shall remain subject
      to
      the aforementioned cliff vesting. 


    b.
      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. Competitor herein is defined as any insurer involved
      in writing non-standard auto insurance. This applies to competitors who are
      pure
      play non-standard auto insurers, or any freestanding organization or division
      that writes non-standard auto as part of a larger insurance company. The parties
      agree that the aforementioned license arrangement is specifically for the
      non-standard auto insurance written by BWIG, and in the event of an acquisition
      or merger of BWIG, the license shall only extend to the states and lines of
      business in which BWIG is operating at the time of sale.

     

    
      	2.  	
              BWIG
                Conditional Options
                -
                Immediately upon the Effective Date, BWIG shall grant FireMark with
                options for 4000 shares of BWIG common stock, exercisable at the
                per-share
                price of $500 per share. BWIG hereby represents that its price per
                share
                valuation at the time of the KKR acquisition in 1998 was $500. Said
                options shall vest as follows: 25% of granted options shall vest
                ratably
                each month starting with the Effective Date and monthly thereafter
                for 12
                months; 25% of the granted options shall vest upon successful completion
                of the Pilot Development Phase by November 1, 2002 or another date
                that is
                acceptable by BWIG (the failure of FireMark to successfully complete
                the
                Pilot Development Phase within the specified time shall result in
                those
                options vesting pursuant to the schedule below). The vesting of the
                remaining unvested options shall be determined as
                follows:

            


    

    


    Reference
      Period (RP): The 4 full reporting quarters preceding the Effective
      Date.

    Comparison
      Period (CP): any 4 consecutive reporting quarters (as selected by FireMark)
      ending at any time during the first 3 years of the License Phase.

    Reference
      Expenses (RE): BWIG Operating Expenses ($ MM) during RP.

    Reference
      Revenues (RR): BWIG Non-Investment Revenues ($ MM) during RP.

     

    
      
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    Reference
      Expense Ratio (RER): Reference Expenses divided by Reference
      Revenues

    Comparison
      Expenses (CE): BWIG Operating Expenses ($ MM) during CP.

    Comparison
      Revenues (CR): BWIG Non-Investment Revenues ($ MM) during CP.

    Comparison
      Expense Ratio (CER): Comparison Expenses divided by Comparison
      Revenues

    


    Then,
      the
      Percentage of Options that vest, is defined as follows:

    
      	·  	
              If
                (RER - CER) < 2% then no options shall
                vest.

            


    

    
      	·  	
              If
                (RER - CER) > 4% then 100% of options
                vest

            


    

    
      	·  	
              IF
                2% <= (RER - CER) <= 4% then the percentage of options that vests =
                (RER - CER - .02) X 5000%

            


    

    


    All
      revenue and expense measurements referred to herein shall be based upon
      Statutory Accounting Principles. For the purposes of this Agreement, "Operating
      Expense" shall mean all underwriting expenses incurred by BWIG with the
      exception of BWIG's acquisition related expenses. Acquisition related expenses
      shall consist of commissions, premium taxes and Boards and Bureau fees. In
      order
      to arrive at the appropriate Operating Ratio for a particular time period,
      said
      Operating Expense shall be divided by the same time period's Direct Written
      Premium. Those options that do not vest by the third anniversary of the License
      Phase will immediately be cancelled.

    


    In
      the
      event of a BWIG Sale (as defined below), BWIG has the right to terminate this
      Agreement without cause upon the completion of such BWIG Sale. In the event
      such
      a BWIG Sale occurs within 12 months of the Effective Date, and BWIG elects
      to
      terminate this Agreement, no otherwise unvested BWIG Conditional Options shall
      vest. However, BWIG shall pay FireMark a sum of $500,000 at the time of such
      termination.

    


    BWIG
      shall notify FireMark in writing of any pending BWIG Sale (as defined below)
      no
      later than 5 weeks prior to the expected closing of such BWIG Sale. If such
      BWIG
      Sale is expected to close at a time when FireMark has not had the opportunity
      to
      demonstrate an expense ratio cost savings as indicated in this section, and
      FireMark reasonably believes that such a cost savings has occurred, or is
      reasonably expected to occur, on a pro-forma basis, then FireMark shall submit
      evidence to BWIG within one week of such written notice substantiating a cost
      savings such that the percentage of otherwise unvested Conditional Options
      which
      would vest based upon the schedule indicated above. Should BWIG dispute
      FireMark's claim, BWIG shall submit evidence to FireMark within one week of
      BWIG’s receipt of FireMark’s evidence substantiating a cost savings such that
      the percentage of otherwise unvested Conditional Options which would vest based
      upon the schedule indicated above. If the parties continue to disagree two
      weeks
      prior to the expected closing date of the BWIG Sale, both parties agree to
      

     

    
      
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    submit
      the matter to binding arbitration by a mutually agreed upon independent,
      nationally known, accounting firm. In the event that the parties cannot agree
      on
      an accounting firm, the accounting firm for FireMark and the accounting firm
      for
      BWIG shall select an accounting firm to arbitrate the matter. The arbitrator
      shall determine the amount of the otherwise unvested Conditional Options based
      upon the schedule indicated above.

    


    In
      all
      cases above, all options that do vest are exercisable within 10 years of their
      vesting date and shall otherwise be treated similarly with options granted
      to
      investors in BWIG, if any.

     

    BWIG
      Sale
      - A BWIG
      Sale shall be deemed to occur if there is (i) a public offering of BWIG
      securities after which Kohlberg Kravis Roberts & Co., L.P. and KKR
      Associates, L.P., collectively "KKR", no longer directly or indirectly own
      at
      least 35% of the outstanding voting stock of BWIG, (ii) a sale, conveyance
      or
      lease of all or substantially all of the assets of BWIG or (iii) a merger or
      consolidation of BWIG into or with another entity after which KKR no longer
      controls 35% of the new entity or (iv) a merger or consolidation where BWIG
      is
      the surviving entity and KKR no longer controls 35% of the surviving entity's
      issued and outstanding common stock. 

     

    
      	7.6  	
              Other
                Payment Details 

            


    

     

    
      	7.6.1  	
              Timing

            


    

     

    If
      payment for any amount required to be paid under this Services Agreement is
      not
      received within 30 days of its invoice date, such payment shall bear interest
      at
      the lesser of 0.5% per
      month
      or the highest amount allowed by law. 

     

    
      	7.6.2  	
              Taxes

            


    

     

    In
      addition to other amounts payable under this Services Agreement, BWIG shall
      pay
      any and all federal, state, municipal, or other taxes, duties, fees, or
      withholding currently or subsequently imposed due to BWIG's participation in
      any
      part of this Services Agreement, other than taxes assessed against FireMark's
      net income. BWIG shall pay such taxes, duties, fees, withholding, or other
      charges, or BWIG shall provide the appropriate authority with evidence of
      exemption from such tax, duty, fee, withholding, or charge. If FireMark is
      required to pay any such tax, duty, fee, or charge, or to withhold any amount
      from monies due to FireMark from BWIG pursuant to this Services Agreement,
      BWIG
      shall promptly reimburse FireMark any such amounts.

     

    
      
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      	7.7  	
              Termination

            


    

     

    Either
      party, as applicable, shall have the right, in addition, and without prejudice
      to any other rights or remedies or other termination provisions which may be
      contained herein, to terminate this Services Agreement as follows: 

     

    
      	1.  	
              By
                BWIG, immediately upon a BWIG Sale, provided that if such BWIG Sale
                closes
                prior to the 1st
                anniversary of the Effective Date, BWIG shall make a $500,000 payment
                to
                FireMark at the time of such BWIG
                Sale.

            


    

     

    
      	2.  	
              By
                BWIG, immediately upon determination that FireMark has failed to
                meet
                Acceptance Criteria for the Dragon Pilot Development Phase, Dragon
                Pilot
                Process, Additional Development Process, or for any reason within
                90 days
                of failing to meet these Acceptance
                Criteria.

            


    

     

    
      	3.  	
              By
                FireMark, upon 30 days' written notice, if BWIG fails to pay the
                cash or
                other considerations due to FireMark pursuant to this Services Agreement;
                

            


    

     

    
      	4.  	
              By
                either party, upon 60 days’ written notice, if the other party has
                committed a material breach of this Services Agreement, other than
                failure
                to make payments, which is not cured within such 60 days;
                or

            


    

     

    
      	5.  	
              By
                either party, immediately upon written notice, if (a) all or a substantial
                portion of the assets of the other party are transferred to an assignee
                for the benefit of creditors, to a receiver, or to a trustee in
                bankruptcy, (b) a proceeding is commenced by or against the other
                party
                for relief under bankruptcy or similar laws and such proceeding is
                not
                dismissed within 60 days, or (c) the other party is adjudged
                bankrupt.

            


    

     

    
      	7.8  	
              Miscellaneous

            


    

     

     

    
      	 7.8.1  	
              Relationship
                of Parties 

            


    

     

    FireMark
      shall perform the services under the general direction of BWIG and agrees to
      devote reasonable commercial efforts to the performance of the Services to
      the
      reasonable satisfaction of BWIG. Notwithstanding, FireMark shall determine,
      in
      FireMark's sole discretion, the manner and means by which the Services are
      accomplished, subject to the express condition that FireMark shall at all times
      comply with applicable law. FireMark is an independent contractor and FireMark
      is not an agent or employee of BWIG. 

     

    
      	7.8.2  	
              Taxes
                and Benefits 

            


    

     

    FireMark
      acknowledges and agrees that it shall be the obligation of FireMark to report
      as
      income all compensation received by FireMark pursuant to this Services Agreement
      and FireMark agrees to indemnify BWIG and hold it harmless to the extent of
      any
      obligation imposed on BWIG to pay any taxes or insurance, including without
      limitation, withholding taxes, social security, 

     

    
      
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    unemployment,
      or disability insurance, including interest and penalties thereon, in connection
      with any payments made to FireMark by BWIG pursuant to this Services Agreement.
      

     

    
      	7.8.3  	
              Ownership
                of Intellectual Property 

            


    

     

    All
      discoveries, concepts and ideas whether patentable or not, including but not
      limited to software, processes, methods, techniques as well as improvements
      thereto conceived (collectively referred to as "Developments"), made, conceived
      or developed by FireMark and its agents, alone or with others, which (i)
      FireMark or its agents may receive from BWIG while performing the services;
      or
      (ii) result solely from use of the BWIG's equipment, facilities or materials
      shall be property of BWIG. FireMark hereby assigns its entire right, title
      and
      interest in and to all such Developments and any intellectual property rights
      arising therefrom to BWIG. FireMark shall further cooperate with BWIG in
      connection with any applications, filings or documents prepared and or filed
      related to the Developments. However, BWIG shall have no rights to any
      Developments conceived, owned or developed by FireMark or its suppliers prior
      to
      or independently of the execution of this Services Agreement or Developments
      which were not received from BWIG while performing the services and which did
      not result solely from use of the BWIG's equipment, facilities or materials.
      BWIG hereby assigns its entire right, title and interest in and to all such
      Developments and any intellectual property rights arising therefrom to FireMark.
      BWIG shall further cooperate with FireMark in connection with any applications,
      filings or documents prepared and or filed related to the
      Developments.

    


    The
      parties further agree that should FireMark cease to become an ongoing business
      concern due to any reason, including, but not limited to bankruptcy, BWIG shall
      retain the ownership of any and all BWIG Dragon System source code and
      documentation and all rights and privileges associated with such
      ownership.

     

    
      	7.8.4  	
              Confidentiality 

            


    

     

    During
      the term of this Services Agreement, and at all times afterwards, each party,
      and its employees, contractors, consultants, and agents, will (a) safeguard
      the
      confidential information of the other party with the same degree of care that
      it
      uses to protect its own confidential information; (b) maintain the
      confidentiality of this information; (c) not use the information except as
      permitted under this Services Agreement; and (d) not disseminate, disclose,
      sell, publish, or otherwise make available the information to any third party
      without the prior written consent of the other party. 

     

    BWIG
      acknowledges that the Software and Deliverables, and all information relating
      to
      the business and operations of the FireMark or its subcontractors that BWIG
      learns or has learned during or prior to the term of this Services Agreement,
      may be the valuable, confidential, and proprietary information of 

     

    
      
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    the
      FireMark or such contractors. FireMark acknowledges that the data and
      information relating to the business and operations of the BWIG that FireMark
      learns or has learned during or prior to the term of this Services Agreement,
      may be the valuable, confidential, and proprietary information of the BWIG.
      

     

    This
      section does not apply to any information that (a) is already lawfully in the
      receiving party's possession (unless received pursuant to a nondisclosure
      agreement); (b) is or becomes generally available to the public through no
      fault
      of the receiving party; (c) is disclosed to the receiving party by a third
      party
      who may transfer or disclose such information without restriction; (d) is
      required to be disclosed by the receiving party as a matter of law (provided
      that the receiving party will use all reasonable efforts to provide the
      disclosing party with prior notice of such disclosure and to obtain a protective
      order therefor); (e) is disclosed by the receiving party with the disclosing
      party's approval; and (f) is independently developed by the receiving party
      without any use of confidential information. In all cases, the receiving party
      will use all reasonable efforts to give the disclosing party 30 days' prior
      written notice of any disclosure of information under this Services Agreement.
      The parties will maintain the confidentiality of all confidential and
      proprietary information learned pursuant to this Services Agreement for a period
      of 5 years from the date of termination of this Services Agreement.


     

    FireMark
      and BWIG acknowledge that any breach of this section by a receiving party will
      irreparably harm the disclosing party. Accordingly, in the event of a breach,
      the disclosing party is entitled to promptly seek injunctive relief in addition
      to any other remedies that the disclosing party may have at law or in equity.
      

     

    FireMark
      further acknowledges the receipt of BWIG's Privacy Policy and agrees to abide
      by
      the provisions therein relating to the protection of the "nonpublic personal
      information" of BWIG's customers. Pursuant to the provisions of the Privacy
      Policy, FireMark agrees that BWIG may audit FireMark to ensure compliance with
      said Policy. 

     

    
      	7.8.5  	
              Warranty

            


    

     

    FireMark
      shall provide the services under this Services Agreement in a professional
      and
      workmanlike manner. 

     

    
      	7.8.6  	
              Indemnity

            


    

     

    FireMark
      is responsible and indemnifies and holds BWIG harmless for any and all losses,
      liability, or damages arising out of, or incurred in connection with FireMark’s
      gross negligence. BWIG is responsible and indemnifies and holds FireMark
      harmless for any and all losses, liability, or damages arising out of, or
      incurred in connection with, BWIG's gross negligence or use or reproduction
      of
      the Software or other Deliverables pursuant to this Services Agreement.


     

    
      
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          24

        
          

        

      

      
        
        

      

    

     

    Should
      any claim subject to indemnity be made against FireMark or BWIG, the party
      against whom the claim is made agrees to provide the other party with prompt
      written notice of the claim. The indemnifying party will control the defense
      and
      settlement of any claim under this section. The indemnified party agrees to
      cooperate with the indemnifying party and provide reasonable assistance in
      the
      defense and settlement of such claim. The indemnifying party is not responsible
      for any costs incurred or compromise made by the indemnified party unless the
      indemnifying party has given prior written consent to the cost or compromise.
      

     

    
      	7.8.7  	
              Disclaimer
                and Limitation of Liability 

            


    

     

    IN
      RESPECT OF THE SERVICES PROVIDED UNDER THIS SERVICES AGREEMENT, THE WARRANTIES
      SET FORTH IN SECTION 5 ABOVE, ARE IN LIEU OF, AND THIS SERVICES AGREEMENT
      EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN,
      INCLUDING, WITHOUT LIMITATION, (a) ANY WARRANTY THAT THE SERVICES WILL RESULT
      IN
      ANY INCREASE IN REVENUE OR DECREASE IN EXPENSES; (b) ANY AND ALL IMPLIED
      WARRANTIES OF MERCHANTABILITY; AND (c) ANY AND ALL WARRANTIES OF FITNESS FOR
      A
      PARTICULAR PURPOSE. 

     

    FIREMARK
      IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES,
      INCLUDING THE LOSS OF PROFITS, REVENUE, DATA, OR USE OR COST OF PROCUREMENT
      OF
      SUBSTITUTE GOODS INCURRED BY BWIG OR ANY THIRD PARTY, WHETHER IN AN ACTION
      IN
      CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF FIREMARK OR ANY OTHER PERSON
      HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FIREMARK'S LIABILITY FOR
      DAMAGES UNDER THIS SERVICES AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY
      PAID
      BY BWIG TO FIREMARK UNDER THIS SERVICES AGREEMENT FOR THE TWELVE MONTH PERIOD
      IMMEDIATELY PRECEEDING THE EVENT GIVING RISE TO SUCH DAMAGES. 

     

    
      	7.8.8  	
              Limitation
                Period 

            


    

     

    No
      action
      arising out of or in connection with this Services Agreement or the transactions
      contemplated by the Services Agreement may be brought by either party against
      the other more than one year after the action accrues. 

     

    
      	7.8.9  	
              General 

            


    

     

    
      	7.8.9.1  	
              Pre-Existing
                Obligations

            


    

     

    FireMark
      represents and warrants that FireMark is not under any pre-existing obligation
      or obligations inconsistent with the provisions of this Services Agreement.
      BWIG
      represents and warrants that BWIG is not under any pre-existing obligation
      or
      obligations inconsistent with the provisions of this Services Agreement.


     

    
      
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          25

        
          

        

      

      
        
        

      

    

     

    
      	7.8.9.2  	
              Attorney's
                Fees

            


    

     

    If
      any
      action at law or in equity is necessary to enforce the terms of this Services
      Agreement, the prevailing party shall be entitled to reasonable attorney's
      fees,
      costs and expenses in addition to any other relief to which such prevailing
      party may be entitled. 

     

    
      	7.8.9.3  	
              Governing
                Law 

            


    

     

    This
      Services Agreement shall be governed by and construed in accordance with the
      laws of the State of New York without giving effect to its conflict of laws
      principles.

     

    
      	7.8.9.4  	
              Counterparts
                

            


    

     

    This
      Services Agreement may be executed in counterparts, each of which shall
      constitute an original and all of which shall be one and the same instrument.
      

     

    
      	7.8.9.5  	
              Complete
                Understanding 

            


    

     

    This
      Services Agreement constitutes the full and complete understanding and agreement
      of the parties hereto in connection with the subject matter hereof and
      supersedes all prior understandings and agreements. BWIG acknowledges that
      it
      has not been induced to enter into this Services Agreement by any
      representations or statements, oral or written, not contained herein.


     

    
      	7.8.9.6  	
              Waiver
                and Modification 

            


    

     

    The
      failure of either party to insist upon strict compliance with any of the terms,
      covenants or conditions of this Services Agreement by the other party shall
      not
      be deemed a waiver of that term, covenant or condition, nor shall any waiver
      or
      relinquishment of any right or power at any one time be deemed a waiver or
      relinquishment of that right or power for all or any other time. Any waiver,
      modification or amendment of any provision of this Services Agreement shall
      be
      effective only in writing and signed by the parties thereto.

     

    
      	7.8.9.7  	
              Notice
                

            


    

     

    Any
      notices required or permitted hereunder shall be given to the appropriate party
      at the address specified below or at such other address as the party shall
      specify in writing and shall be by personal delivery, facsimile transmission
      or
      certified or registered mail. Such notice shall be deemed given upon personal
      delivery to the appropriate address or upon receipt of electronic transmission
      or, if sent by certified or registered mail, three days after the date of the
      mailing. 

    


     

    
      	7.8.9.8  	
              Assignment
                

            


    

     

    Either
      party may assign its rights under this Services Agreement without the consent
      of
      the other party. Neither party may delegate its duties under this Services
      Agreement without the consent of the other party, such consent not to


     

    
      
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    be
      unreasonably withheld, provided that, FireMark is expressly permitted to
      delegate its duties to OneShield, Inc., provided further, that FireMark is
      responsible for the performance of OneShield unless OneShield, FireMark and
      BWIG
      otherwise agree in writing.

     

    
      
         

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        Page
          27

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have signed this Services Agreement as
      of
      the date written below. 

    


    BRW
      Acquisition, Inc. 

    


    By:
      _________Jeffrey J. Dailey____________

    


    Typed
      name: ______________________

    


    Title:
      _____________________________

    


    Date:
      _________7/24/02_________

    


    


    FIREMARK
      PARTNERS, LLC

    


    By:
      __Inder Jeet S. Gujral___________

    


    Typed
      name: Inder-Jeet S. Gujral

    


    Title:
      Partner

    


    Date:
      ____7/24/02_______________

     

    
      
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      	8  	
              Exhibit
                3-A: New-Process Project
                Plan

            


    

    


    Note:
      The
      dates below assume an Effective Date of no later than May 25, 2002. If the
      Effective Date occurs after May 25, 2002, the dates below shall be adjusted
      on
      an equal basis for each such additional day. 

    


    
      	
              #

            	
              Task

            	
              Start

            	
              End

            
	
              1

            	
              Design
                New High-level Policy-Processing 

              workflow
                (already done)

            	
              5-25-2002

            	
              6-10-2002

            
	
              2

            	
              Review
                and Verify New High-Level Policy-Processing Workflow with
                Client

            	
              6-10-2002

            	
              6-25-2002

            
	
              3

            	
              Design
                New Detailed Policy-processing 

              Workflow

            	
              6-10-2002

            	
              7-10-2002

            
	
              4

            	
              Review
                and Verify New Detailed Policy-

              processing
                workflow with Client.

            	
              7-10-2002

            	
              8-10-2002

            


    

     

    
      
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      	9  	
              Exhibit
                4-A: Software License
                Terms

            


    

    


     

    
      	9.1  	
              Software
                Definition 

            


    

     

    "Software,"
      means the BWIG Dragon System, in object code form only, as well as the content
      and physical embodiment of all items delivered to BWIG under this Services
      Agreement. Software shall also include any updates, modifications, bug fixes,
      upgrades, enhancements, or other modifications and shall exclude any version
      of
      the Software or other software developed or marketed by FireMark that
      constitutes a separate product because of differences in function or features.
      

     

    
      	9.2  	
              License
                Grant

            


    

     

    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. 

     

    
      	9.3  	
              License
                Restrictions 

            


    

     

    Except
      as
      specifically granted in this Services Agreement, FireMark owns and retains
      all
      its right, title, and interest in the Software and any and all related
      materials. This Services Agreement does not transfer ownership rights of any
      description in the Software, or any related materials to BWIG or any third
      party. BWIG shall not modify, reverse engineer, or de-compile the Software,
      or
      create derivative works based on the Software. BWIG shall treat the Software
      as
      Confidential Information and shall not distribute the Software to any persons
      or
      entities other than BWIG's employees and authorized agents. BWIG may not sell
      the Software to any person or make any other commercial use of the Software.
      FireMark shall retain all copyright and trademark notices on the Software and
      shall take other necessary steps to protect FireMark's intellectual property
      rights. 

     

    
      	9.4  	
              Termination
                Rights

            


    

     

    FireMark
      has and reserves all rights and remedies that it has by operation of law or
      otherwise to enjoin the unlawful or unauthorized use of Software. 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


     

    
      
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        Page
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    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.


     

    
      	9.5  	
              Warranties,
                Disclaimer and Limitations 

            


    

     

     

    
      	9.5.1  	
              Warranties 

            


    

     

    FireMark
      hereby warrants to BWIG that FireMark has the right to grant to BWIG the license
      to use the Software in the manner and for the purposes set forth in this
      Services Agreement without violating any rights of a third party.

     

    
      	9.5.2  	
              Disclaimer 

            


    

     

    IN
      RESPECT OF THE SOFTWARE, THE WARRANTIES SET FORTH IN SECTION 9.5.1, ABOVE,
      ARE
      IN LIEU OF, AND THIS SERVICES AGREEMENT EXPRESSLY EXCLUDES, ALL OTHER
      WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION,
      (a) ANY WARRANTY THAT THE SOFTWARE IS ERROR FREE, WILL OPERATE WITHOUT
      INTERRUPTION, OR IS COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS;
      (b) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY; AND (c) ANY AND ALL
      WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. 

     

    
      	9.5.3  	
              Remedies
                on Breach of Warranty 

            


    

     

    In
      the
      event of any breach of the warranty set forth in Section 9.5.1, BWIG's exclusive
      remedy shall be for FireMark, at FireMark’s option, to promptly replace the
      defective Software; or, if FireMark is unable to replace the defective Software
      within 90 days of notification by BWIG of a defect, BWIG's sole remedy is to
      terminate this Services Agreement.

     

    
      	9.6  	
               Infringement
                Indemnity 

            


    

     

    FireMark
      indemnifies, defends, and holds BWIG harmless from and against any claims,
      actions, or demands alleging that the Software infringes any patent, copyright,
      or other intellectual property right of a third party. If use of the Software
      is
      permanently enjoined for any reason, FireMark, at FireMark's option, and in
      its
      sole discretion, may (a) modify the Software so as to avoid infringement; (b)
      procure the right for BWIG to continue to use and reproduce the Software; or
      (c)
      terminate this Services Agreement. FireMark shall have no obligation under
      this
      Section for or with respect to claims, actions, or demands alleging infringement
      that arise as a result of (a) the combination of non-

     

    
      
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    infringing
      items supplied by FireMark with any items not supplied by FireMark; (b)
      modification of the Software by BWIG or by FireMark in compliance with BWIG's
      designs, specifications, or instructions; (c) the direct or contributory
      infringement of any process patent by BWIG through the use of the Software;
      and
      (d) continued allegedly infringing activity by BWIG after BWIG has been notified
      of the possible infringement. 

     

    
      	9.7  	
              Export
                Controls and Restricted Rights 

            


    

     

     

    
      	9.7.1  	
              Export
                Controls 

            


    

     

    The
      Software and all underlying information or technology may not be exported or
      re-exported into any country to which the U.S. has embargoed goods, or to anyone
      on the U.S. Treasury Department's list of Specially Designated Nationals or
      the
      U.S. Commerce Department's Table of Deny Orders. BWIG shall not export the
      Software or any underlying information or technology to any facility in
      violation of these or other applicable laws and regulations. BWIG represents
      and
      warrants that it is not a national or resident of, or located in or under the
      control of, any country subject to such export controls. 

     

    
      	9.7.2  	
              Restricted
                Rights 

            


    

     

    The
      Software is provided with Restricted Rights. Use, duplication, or disclosure
      by
      the U.S. Government is subject to restrictions as set forth in subparagraph
      (c)(1) of the Commercial Computer Software - Restricted Rights clause at FAR
      52.227-19, subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer
      Software clause at DFARS 252.227-7013, or subparagraph (d) of the Commercial
      Computer Software - Licensing at NASA FAR supplement 16-52.227-86, or their
      equivalent, as applicable. 

     

    
      	9.8  	
              Escrow

            


    

     

    FireMark
      will deposit with a mutually agreeable escrow agent, one true and complete
      copy
      of the BWIG Dragon System source code in machine readable and printed form,
      together with all user manuals and other documentation related thereto and
      will
      deposit a supplemented true and complete copy of the such source code and
      documentation upon any a new BWIG Dragon System release. 

    


    FireMark
      and BWIG hereby agree that, in the event of a termination pursuant to Sections
      7.8 (4) or 7.8(5) of the Agreement to which this Exhibit is attached


     

    
      
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    BWIG
      shall have the right, subject to the instructions, terms, and conditions of
      the
      mutually agreeable escrow agreement, to obtain a complete copy of the BWIG
      Dragon System source code and documentation which is held in escrow. The parties
      further agree that should FireMark cease to become an ongoing business concern
      due to any reason, including, but not limited to bankruptcy, BWIG shall retain
      the ownership of any and all BWIG Dragon System source code and documentation
      and all rights and privileges associated with such ownership. 

     

    
      
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      	10  	
              Exhibit
                4-B: Maintenance and Support
                Terms

            


    

     

    
      	10.1  	
              Maintenance

            


    

     

    Maintenance
      of the BWIG Dragon System requires the following:

     

    
      	10.1.1  	
              FireMark
                Requirements

            


    

     

    FireMark
      shall provide BWIG with 

    


    
      	·  	
              Contact
                details of a person who shall be the FireMark liaison with BWIG with
                respect to all initial setup as well as ongoing operational
                issues.

            


    

    


    
      	·  	
              Documented
                hardware, software, and communication configuration recommendations
                for
                the base platform

            


    

    


    
      	·  	
              Installation
                media for software installations and upgrades


            


    

    


    
      	·  	
              Documented
                installation procedures

            


    

    


    
      	·  	
              Documented
                release notes for software upgrades, and hardware upgrades initiated
                by
                Dragon requirement

            


    

    


    
      	·  	
              One
                day of training to a BWIG representative, if needed, per installation
                for
                new and revised features in software installations and upgrades,
                after the
                initial installation

            


    

    


    
      	·  	
              Documented
                maintenance recommendations regarding backups, archive files, database
                and
                error log maintenance.

            


    

    


    
      	·  	
              Notification
                to BWIG of software changes 30 days in advance of installation; mutually
                acceptable exceptions to this will be allowed such as when an emergency
                software upgrade is required to fix a critical level
                error

            


    

    


    
      	·  	
              A
                test platform to preview software changes, if request by BWIG 14
                days in
                advance of preview

            


    

     

    
      	10.1.2  	
              BWIG
                Requirements

            


    

     

    BWIG
      shall:

     

    
      
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      	·  	
              Identify
                a BWIG person as the primary system administrator/contact for initial
                setup as well as ongoing operation and maintenance activities, as
                they
                relate to the Dragon
                implementation.

            


    

    


    
      	·  	
              Comply
                with FireMark recommended hardware, software and communication
                configurations, or a mutually agreed upon
                alternative.

            


    

    


    
      	·  	
              Use
                the installation media provided by FireMark and OneShield for software
                upgrades, and install according to the procedures
                provided

            


    

    


    
      	·  	
              Conduct
                maintenance procedures according to the FireMark recommendations
                for
                backups, archiving, and database and error logs


            


    

    


    
      	·  	
              Notify
                FireMark of any software, hardware, rule or rate change 30 days in
                advance, and provide documentation of the change upon its implementation.
                Exceptions may occur, if mutually acceptable to BWIG and FireMark,
                through
                OneShield. 

            


    

     

    
      	10.1.3  	
              Penalties

            


    

     

    Failure
      to conform to any of the maintenance requirements may result in FireMark’s
      inability to support the BWIG Dragon implementation. While FireMark will make
      every effort to support a failure of any kind, support for failures that are
      the
      result of non-compliance with FireMark recommendations will be billed on a
      time
      and material basis, as they fall outside the agreement specified in this
      contract.

     

    
      	10.2  	
              Support

            


    

     

    Support
      shall be provided to Firemark, for the life of the contract, beginning with
      the
      License Phase contingent upon BWIG's compliance with recommended hardware,
      software, and communication specifications, and recommended backup and recovery
      procedures.

     

    
      	10.2.1  	
               Includes

            


    

     

    Support
      shall be provided to BWIG for the following categories:

    
      	1.  	
              Dragon
                Technical Support

            


    

    
      	2.  	
              Software
                Upgrade Support

            


    

    
      	3.  	
              Training

            


    

    
      	4.  	
              Error
                Reporting

            


    

    
      	5.  	
              Error
                Tracking and Triage

            


    

     

    
      	10.2.2  	
              Excludes

            


    

     

    Support
      will not be provided 

    
      	1.  	
              For
                third party products (eg Oracle, Websphere,
                etc)

            


    

    
      	2.  	
              To
                end-users (e.g. agents or insureds) for either technical or functional
                issues

            


    

     

    
      
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      	3.  	
              To
                BWIG personnel other than the designated IT representatives or their
                assigns [BWIG to provide a limited list of its personnel which will
                receive direct support from
                FireMark].

            


    

    
      	4.  	
              If
                BWIG does not comply with the recommended maintenance procedures
                and
                specifications noted above.

            


    

     

    
      	10.3  	
              Support
                Descriptions

            


    

     

    FireMark
      shall provide the following types of support:

     

    
      	10.3.1  	
              Dragon
                Technical Support

            


    

     

    FireMark
      will troubleshoot hardware and software configuration and installation problems
      that are related to the Dragon installation. Base platform problems normally
      covered by a maintenance and support contract are specifically excluded (i.e.
      Oracle problems will be handled by BWIG or Oracle support personnel).


     

    
      	10.3.2  	
              Software
                Support

            


    

     

    FireMark
      will provide information about software upgrades and release notes as necessary
      to resolve questions about Dragon functionality from the BWIG IT representative,
      and also assist in the actual upgrade process as needed. 

     

    
      	10.3.3  	
              Training

            


    

     

    FireMark
      will provide 2 days of training during the Pilot phase, and an additional 1
      day
      of training per software release to the BWIG IT designate, if required. FireMark
      will also provide 2 days of “train the trainer” training during the Pilot phase,
      and an additional 1 day of “train the trainer” training per software release, if
      required. Training beyond that will be provided at the Firemark daily rate
      noted
      elsewhere in this Services Agreement. Reasonable travel-related expenses shall
      be paid by BWIG in all cases.

     

    
      	10.3.4  	
              Error
                Reporting

            


    

     

    FireMark
      will document errors reported to them; they will be categorized as
      follows:

    


    
      	
              Severity

            	
              Description

            
	
              Critical

            	
              ·  Impacts
                entire installation, e.g. application server is down or database
                is
                deadlocked or

               

              ·  A
                functionality failure that impacts all users and for which there
                is not a
                mutually acceptable workaround or 

               

              ·  Problems
                with the implementation of a regulatory addition, modification or
                deletion
                needing resolution before business can be conducted 

            
	
              High

            	
              ·  Functionality
                failure for which there is a mutually acceptable
                workaround.

            
	
              Average

            	
              ·  Problem
                with existing functionality or data that does not impede
                

            


    

     

    
      
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      	 	             BWIG’s
              ability
              to conduct business defined in the business processes. 
               

              ·  Problem
                with day-to-day operations that does not impede BWIG’s ability to conduct
                business, i.e. a non-mission 

                      
                critical missing
                data element from a tool. 

            


    

     

     

    
      	10.3.5  	
              Error
                Tracking and Triage

            


    

     

    All
      calls
      to FireMark shall be logged with:

    
      	·  	
              Client
                name, 

            


    

    
      	·  	
              Caller,
                

            


    

    
      	·  	
              Date,
                

            


    

    
      	·  	
              Time,
                

            


    

    
      	·  	
              Description
                of the problem, 

            


    

    
      	·  	
              Conditions
                and steps to reproduce, 

            


    

    
      	·  	
              System
                diagnostics where appropriate, 

            


    

    
      	·  	
              Immediate
                resolution when possible or 

            


    

    
      	·  	
              Recommendations
                for action or escalation depending upon the severity of the problem.
                

            


    

    


    The
      severity of the problem will be a designation that is mutually acceptable to
      FireMark and BWIG.

     

    
      	10.4  	
              Support
                Coverage

            


    

     

    FireMark
      will provide immediate technical support to BWIG from 8:00AM EST to 8:00PM
      EST,
      Monday through Friday. These will be referred to as primary support hours.
      

    


    During
      non-primary support hours, support calls will roll over to a cell phone and
      pager monitored by FireMark. 

     

    
      	10.5  	
              Response
                time

            


    

     

    Dragon
      functionality questions shall normally be resolved within one hour of the call
      being placed during primary support hours. In the event a call relates to an
      error, the resolution shall be escalated through successively higher levels
      of
      response depending upon the severity level. 

    


    For
      problem categorized as ‘Critical’ or ‘High’, FireMark will make every effort to
      respond to a reported problem with an acceptable fix or workaround within 4
      hours or a mutually acceptable plan for problem resolution within 48 hours
      of
      the problem having been logged. 

     

    
      
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    Problems
      logged during non-primary hours will be handled beginning no later than 8:00AM
      EST of the nearest business day (Monday - Friday). 

     

    
      	10.6  	
              Customer
                Feedback

            


    

     

    
      	1.  	
              FireMark
                will provide BWIG with written monthly reports on problem reporting
                and
                resolution as they relate to the then implemented
                software

            


    

    


    
      	2.  	
              FireMark
                will provide BWIG with a monthly telephone conference to review open
                issues and concerns relating to the then implemented
                software.

            


    

    


    
      	3.  	
              FireMark
                will provide BWIG with quarterly face-to-face meetings to review
                open
                issues and concerns as they relate to the then implemented
                software.

            


    

     

    
      	10.7  	
              Timeline

            


    

     

    This
      Maintenance and Support Agreement shall take effect with the beginning of the
      License Phase and shall be coterminous with this Services
      Agreement.

     

    
      
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      	11  	
              Exhibit
                5-A: Pilot Development Phase
                Deliverables

            


    

    


    The
      deliverables in the Pilot Development Phase occur in two parts - those items
      (A
      deliverables) that are not substantially dependent on collaboration with BWIG
      IT
      personnel are to be delivered first, and all BWIG-dependent deliverables (B
      deliverables) are to be delivered later.

    


    The
      deliverables are also divided into two categories by functionality - those
      that
      relate to the features and functions provided by the core OneShield Dragon
      system, and all others.

    


    The
      process indicated in Section 3.1 shall apply to the issuance of any and all
      deliverables.

     

    
      	11.1  	
              A
                Deliverables

            


    

     

    All
      A
      deliverables are contained in the document entitled 

    


    BWIG
      Deliverables 2002-3.XLS 

    


    which
      is
      incorporated herein by this reference. They are the green
      boxes
      marked “1A” in the Implementation
      Schedule
      worksheet of that document. 

    


    Note:

    
      	1.  	
              During
                the Pilot Development Phase, these A deliverables will be for the
                Pilot
                state only.

            


    

    
      	2.  	
              The
                availability of these features and functions to each class of Dragon
                user
                is defined in the User
                Interfaces
                worksheet in the same document.

            


    

     

    
      	11.2  	
              B
                Deliverables

            


    

     

    All
      B
      deliverables that relate to core Dragon functionality, are contained in the
      document entitled 

    


    BWIG
      Deliverables 2002-3.XLS 

    


    which
      is
      incorporated herein by this reference. They are the yellow
      boxes
      marked “1B” in the Implementation
      Schedule
      worksheet of that document. 

    


    Note:

    
      	1.  	
              During
                the Pilot Development Phase, these B deliverables will be for the
                Pilot
                state only.

            


    

     

    
      
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      	2.  	
              The
                availability of these features and functions to each class of Dragon
                user
                is defined in the User
                Interfaces
                worksheet in the same document.

            


    


    
      
         

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    All
      other
      B deliverables are as follows:

     

     

     

     

    
      	
              #

            	
              Deliverable

            	
              Description

            
	
              1

            	
              Load-Test
                Environment Specifications

            	
              Specifications
                for the Load-Simulation Test:

              ·  Computer
                hardware specifications

              ·  Operating
                system specifications

              ·  Third-party
                software specifications

              ·  Telecommunications
                specifications

              ·  Pre-loaded
                data specifications

              ·  Client
                desktop specifications

            
	
              2

            	
              Load-Test
                Environment Setup & Demonstration

            	
              Set
                up and run the Load-Simulation Test as required by the Performance
                Acceptance section of the Development Phase Acceptance Criteria (Exhibit
                5-B)

            
	
              3

            	
              Pilot
                Production Environment Specifications

            	
              Specifications
                for the Pilot Process:

              ·  Computer
                hardware specifications

              ·  Operating
                system specifications

              ·  Third-party
                software specifications

              ·  Telecommunications
                specifications

              ·  Pre-loaded
                data specifications

              ·  Client
                desktop specifications

            
	
              4

            	
              Pilot
                Environment Verification & Dragon Install process

            	
              Pre-tested
                instructions for use of BWIG IT personnel to:

              ·  Verify
                that the Pilot Production Environment is consistent with the
                Specifications in #3 above.

              ·  Install
                the BWIG Dragon System on this environment

              ·  Set
                up and initialize the BWIG Dragon System to the point where the first
                client can conduct the first real transaction.

              ·  Verify
                installation correctness as in Section 14.3 below.

            
	
              5

            	
              Dragon
                Pilot Maintenance and Upgrade Guidelines

            	
              Pre-tested
                instructions for use of BWIG IT personnel to:

              ·  Operate
                and maintain the pilot BWIG Dragon System on a daily
                basis.

            


    

     

     


    
      
         

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      	 	 	      ·  Perform
              scheduled maintenance, backups, recovery tests etc.
              ·  Handle
                unscheduled downtimes, data recovery procedures etc.

              ·  Install,
                set up and verify periodic system upgrades received from
                FireMark.

            
	6	Agent
              Report Inventory	Inventory
              and specification of all reports to be made available to agents on
              their
              desktops as part of a full Dragon implementation. This includes: 
              ·
                Reports currently available to agents through existing systems or
                paper
                reports.

              ·
                Reports widely desired by agents that are not currently
                available.

            
	7	Internal Report
              Inventory	Inventory
              and specification of all reports to be made available to BWIG management
              and employees on their desktops as part of a full Dragon implementation.
              This includes: 
              ·
                Reports currently available through existing systems or paper
                reports.

              ·
                Reports widely desired but not currently available.

            
	8	Development
              Phase Acceptance Tests	Jointly
              developed acceptance tests to verify that the Development Phase has
              actually met the Development Phase Acceptance Criteria (Exhibit
              5-B)


    

     

    
      
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      	12  	
               Exhibit
                5-B: Pilot Development Phase Acceptance
                Criteria

            


    

    


    Acceptance
      by BWIG of the Pilot Development Phase Deliverables (Exhibit 5-A above) shall
      be
      based on the following criteria:

     

    
      	12.1  	
              TRANSACTION
                ACCEPTANCE

            


    

     

    For
      every
      transaction listed in the document entitled 

    BWIG
      Deliverables 2002-3.XLS

    that
      is
      scheduled to be delivered in the set of deliverables being tested:

    


    
      	1.  	
              From
                a workflow perspective, the transaction must work as specified in
                the
                detailed workflow specifications (Exhibit 3-A, Task #3, Exhibit 6-C
                and
                its accompanying spreadsheet entitled
                SampleTransactionDetail.xls).

            


    

    


    
      	2.  	
              From
                a data-processing perspective, for a set of inputs, whether hand-entered
                or downloaded from a third-party system, the transaction must process
                the
                data as specified in the detailed workflow specifications (Exhibit
                3-A,
                Task #3, Exhibit 6-C and its accompanying spreadsheet entitled
                SampleTransactionDetail.xls ).

            


    

    


    For
      implementing these tests, we propose to:

    


    
      	·  	
              Use
                a set of test scenarios that utilize EVERY transaction in the release
                to
                test the system from the workflow and data-processing perspectives.
                

            


    

    


    
      	·  	
              Use
                a sample of 100 existing insureds extracted from the POINT database,
                and
                apply ALL of the transactions associated with these insureds to the
                pilot
                implementation to confirm that transactions are functioning as
                specified.

            


    

     

    
      	12.2  	
              PERFORMANCE
                ACCEPTANCE

            


    

     

    
      	1.  	
              Set
                up the Load-Test environment as defined in Task #1 of Exhibit
                5-A.

            


    

    


    
      	2.  	
              Load
                the Dragon database with 500,000 dummy policy records for the most
                recent
                12-month period, and 5 million dummy policy records for the previous
                10-year period.

            


    

    


    
      	3.  	
              Create
                1000 concurrent sessions into the BWIG Dragon System.
                

            


    

     

    
      
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      	4.  	
              With
                these sessions active, create a continuous load of 15 transaction
                requests
                per second with 3600 repetitions. This will simulate a high-load
                operating
                environment for over an hour.

            


    

    


    
      	5.  	
              With
                this load on the system, connect to the system using a 56Kbps modem,
                with
                true throughput of at least 25Kbps.

            


    

    


    
      	6.  	
              Using
                this dialup connection, carry out any one of the test scenarios from
                section12.1 above. The resulting average inter-page transition time
                must
                be under
                3 seconds.
                This average inter-page transition timing must be met for all pages
                except
                the following transactions:

            


    

    
      	a)  	
              Rating
                -
                Rating transactions for 4x4 policies must take no more than 4 seconds
                on
                average if using a native Dragon rating engine, and no more than
                3 seconds
                more than the time taken by ALR if using
                ALR.

            


    

    
      	b)  	
              Document
                Rendering
                -
                Document Rendering transactions must take no more 30 seconds on
                average.

            


    

    
      	c)  	
              Document
                Download/Upload
                -
                Document download/Upload transactions will be dependent on file size
                - but
                must be no more than 5 seconds slower than vanilla FTP file-transfers
                for
                every 100KB of file size using a commercial website such as
                Yahoo.

            


    

    
      	d)  	
              Asynchronous
                Transactions
                -
                involving third-party systems, for instance third party report systems
                -
                transaction times here will be bound by the response time of the
                third-party system in question - however, as with ALR rating, we
                commit to
                a total time of no more than 3 seconds over total third-party response
                time.

            


    

     

    
      	12.3  	
              OPERATING
                INFRASTRUCTURE TEST

            


    

     

    OneShield
      will provide hardware, software and communication requirements and
      specifications, as well as installation media and instructions (Section11.2,
      Task #3 above).

    


    To
      test
      whether the installation works, the full set of test scenarios used in the
      Transaction Acceptance (Section12.1 above) above must be run - and the results
      should be the same as those documented on the OneShield BWIG QA
      system.

     

    
      
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      	13  	
              Exhibit
                6-A: Pilot Process Plan

            


    

     

    
      	1.  	
              BWIG
                will set up hardware, software and telecommunications infrastructure
                based
                on FireMark specifications, at the BWIG Cleveland facility to house
                the
                BWIG Dragon System, such that the equipment is physically contiguous
                to
                the AS400 system running POINT.

            


    

    


    
      	2.  	
              BWIG
                will dedicate personnel, including a System Administrator and a POINT
                system liaison, to the Pilot Project based on FireMark recommendations,
                and these BWIG employees will be suitably motivated to meet Process
                deadlines.

            


    

    


    
      	3.  	
              FireMark
                will install and set up the pilot version of the BWIG Dragon System
                that
                was delivered as a result of the Pilot Development Phase, on this
                infrastructure.

            


    

    


    
      	4.  	
              FireMark
                and BWIG will jointly create a standard installation and training
                process
                and materials for agents in the Pilot State containing everything
                needed
                to set up whatever is needed to enable them to operate the Dragon
                pilot
                system. 

            


    

    


    
      	5.  	
              Based
                on instructions from FireMark, BWIG will train marketing representatives
                in the installation and training process and have them deploy it
                to agents
                in the Pilot State.

            


    

    


    
      	6.  	
              BWIG
                will operate the BWIG Dragon System for the Pilot State, with the
                assistance of FireMark, and both parties will identify and fix problems
                on
                an ongoing basis. 

            


    

    


    
      	7.  	
              At
                the end of the Pilot Process, BWIG will determine at its sole discretion
                whether or not it is advisable to:

            


    

    
      	a)  	
              Extend
                the installation of Dragon through additional states where BWIG has
                operations, until full nationwide deployment is eventually
                achieved.

            


    

    
      	b)  	
              Move
                to nationwide deployment.

            


    

     

    
      
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      	14  	
              Exhibit
                6-B: Additional Development Process
                Deliverables

            


    

    


    The
      process indicated in Section 3.1 shall apply to the issuance of any and all
      deliverables.

    


    The
      Additional Development Process deliverables consist of:

    


    
      	1.  	
              Implementation
                for all non-pilot states of all A as well as B deliverables in the
                document entitled 

            


    

    BWIG
      Deliverables 2002-3.XLS 

    which
      is
      incorporated herein by reference. 

    All
      items
      in this document are “Core” deliverables except:

    
      	·  	
              Integration
                with 3rd-party
                comparative raters for non-pilot
                states

            


    

    
      	·  	
              Implementation
                of connections to 3rd-party
                data sources for non-pilot states.

            


    

    


    
      	2.  	
              All
                other deliverables, which are defined
                below:

            


    

     

    
      	
              #

            	
              Core?

            	
              Deliverable
                

            	
              Description

            
	
              1

            	
              Y

            	
              Cross-Reference
                Table

            	
              Table
                that provides the following:

              ·  For
                each step in each workflow use-case, what Dragon-Schema fields are
                read/written

              ·  For
                each Dragon-Schema field, which steps in which workflow use-cases
                refer to
                it.

            
	
              2

            	
              Y

            	
              Dragon
                Schema Mapping Table

            	
              Table
                that provides:

              ·  A
                mapping between each Dragon-Schema field and the relevant BWIG schema
                field(s) - for instance it may map to one field in the UNISYS tables
                and
                another in the POINT tables.

              ·  Also
                defines the data transformation necessary to move data in either
                direction. 

            
	
              3

            	
              Y

            	
              Dragon
                Schema Documentation Table

            	
              Table
                that provides:

              ·  A
                brief (1-line) description of each field in the Dragon Schema

              ·  A
                more detailed (1-paragraph) 

            


    

    


    


    


    
      
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              description
                whenever applicable

            
	4	
               N/A

            	
              Additional
                Functionality Specifications

            	Develop
              and verify with BWIG, detailed design specifications for the additional
              functionality required in this Phase, including:
              ·  Executive
                Desktop

              ·  Internal
                Desktop Reports

              ·  Agent
                Desktop Reports

              ·  Lightweight
                CRM Interface

              ·  Marketing
                Desktop

              ·  Agency
                System Interface

              ·  Data
                Import Process

              ·  Desktop
                Quick-Quote

            
	5	 Y	
              Production
                Environment Specifications

            	
              Specifications
                for the Full Production Environment:

              ·  Computer
                hardware specifications

              ·  Operating
                system specifications

              ·  Third-party
                software specifications

              ·  Telecommunications
                specifications

              ·  Pre-loaded
                data specifications

              ·  Client
                desktop specifications

            
	6	 Y	
              Production
                Environment Verification & Dragon Install process

            	
              Pre-tested
                instructions for use of BWIG IT personnel to:

              ·  Verify
                that the Full Production Environment is consistent with the Specifications
                in #5 above.

              ·  Install
                the BWIG Dragon System on this environment

              ·  Set
                up and initialize the BWIG Dragon System to the point where the first
                client can conduct the first real transaction.

            
	7	 Y	
              Dragon
                Production Maintenance and Upgrade Guidelines

            	
              Pre-tested
                instructions for use of BWIG IT personnel to:

              ·  Operate
                and maintain the full BWIG Dragon System on a daily basis.

              ·  Perform
                scheduled maintenance, backups, recovery tests etc.

              ·  Handle
                unscheduled downtimes, data recovery procedures
                etc.

            


    

    


    


    


    


    


    
      
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              ·  Install,
                set up and verify periodic system upgrades received from
                FireMark.

            
	8	 Y	
              Executive
                Desktop

            	
              Implementation
                of all BWIG internal reports defined in the Pilot Development Phase
                as an
                ‘Executive Desktop’ that is part of the BWIG Dragon
                System.

            
	9	 Y	
              Internal
                Desktop Reports

            	
              Addition
                of all non-executive reports from the internal reports defined in
                the
                Pilot Development Phase, to all user interfaces for BWIG internal
                personnel.

            
	10	 Y	
              Agent
                Desktop Reports

            	
              Addition
                of all agent reports defined in the Pilot Development Phase, to the
                agent
                user interface.

            
	11	 N	Lightweight
              CRM Interface	
              ·  Real-time
                integration of the Mitel/Oracle phone system database with the BWIG
                Dragon
                System

              ·  Incorporation
                of call time, content, outcome & follow-up tracking fields into the
                CSR workflow in Dragon

              ·  Lightweight
                FAQ support for CSRs.

              ·  Addition
                of CRM data-mining reports to the Executive desktop.

            
	12	 N	Marketing
              Desktop	
              ·  Incorporation
                of BAM fields and functionality into the BWIG Dragon System.

              ·  Creation
                of a ‘Marketing Desktop’ to allow BWIG Marketing Dept. personnel to manage
                agent data and run agent-oriented reports.

            
	13	 N	Agency
              System Interface	
              ·  Development
                of an AL3-based upload and download protocol for interfacing with
                agency
                management systems.

              ·  Identification
                of agencies to pilot the interface process.

            
	14	 Y	System
              Documentation	
              ·  Dragon
                Customization Manual-
                

            


    

    


    


    


    


    


    
      
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      	 	 	 	defines
              the process of creating a new customized BWIG Dragon System from scratch,
              or for making system-level changes to an existing BWIG Dragon System,
              for
              use by the BWIG System Administrator of the BWIG Dragon System. 
              ·  BWIG
                Dragon System Administration Manual - defines the installation, setup,
                maintenance and upgrade processes for any BWIG Dragon System, for
                use by
                the BWIG System Administrator of the BWIG Dragon System.

              ·  Dragon
                User Manual - defines the user interface and functioning of the BWIG
                Dragon System for use by agents as well as BWIG personnel.

            
	 15	 Y	 Online
              Help System	 
              
              ·  Addition
                of page-level online help throughout the production BWIG Dragon
                System.

            
	 16	 Y	 Tests
              for verifying Acceptance criteria for Pilot and Additional Development
              phases	Jointly
              developed acceptance tests to verify that the Additional Development
              Phase
              has actually met the Additional Development Phase Acceptance Criteria
              (Exhibit 5-B)
	 17	 N	 Data
              Import Process	
              Pre-tested
                process for a one-time import of historical policy data from the
                POINT
                system into the BWIG Dragon System.

            
	 18	 N	 Data
              Import Process Tests	
              Jointly
                developed acceptance tests to verify that the Data Import Process
                (#16
                above) is valid to an agreed-upon degree of
                correctness.

            
	 19	 Y	 Desktop
              Quick-Quote	
              Functionality
                that offers quick-quote capability on the desktop without connection
                to
                the Dragon server.

            
	 20	 N	 Post-Pilot
              Phase Interface Development	
              Development
                of interfaces with all additional comparative raters as
                

            


    

    


     

    
      
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      	 	 	 	directed by BWIG, and development of
              interfaces with all additional 3rd-party data report systems to the
              extent
              the interfaces already developed as part of the Pilot Development Phase
              do
              not meet BWIG needs in states outside the Pilot
              State.


    

     

    
      
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      	15  	
              Exhibit
                6-C: Example Deliverables

            


    

    


    


    


    


    


    


    


    


    


    
      
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