EXHIBIT 10.21 AGREEMENT AND PLAN OF MERGER

EXHIBIT 10.21

AGREEMENT AND PLAN OF MERGER

By and Among

GEOTRAC, INC.

INSURANCE MANAGEMENT SOLUTIONS GROUP, INC.
XXXXXX X. AND XXXXXX XXXXX
BANKERS INSURANCE GROUP, INC.

AND

BANKERS HAZARD DETERMINATION SERVICES, INC.

Dated as of May 12, 1998

TABLE OF CONTENTS

Page
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I. THE MERGER ..........................................................................................2

Section 1.01. The Merger ............................................................................2
Section 1.02. Effective Time ........................................................................2
Section 1.03. Tax-Free Reorganization................................................................2
Section 1.04. Closing ...............................................................................2
Section 1.05. Board of Directors; Officers

II. CONVERSION OF SHARES ................................................................................3

Section 2.01. Conversion of Shares ..................................................................3
Section 2.02. Issuance of IMSG Common Stock .........................................................4
Section 2.03. Assistance in Consummation of the Merger ..............................................4
Section 2.04. Financing .............................................................................5
Section 2.05. Option and Exchange Agreement .........................................................5
Section 2.06. Cross-License Agreement ...............................................................7

III. REPRESENTATIONS AND WARRANTIES OF GEOTRAC AND THE WHITES ............................................7

Section 3.01. Corporate Organization and Power ......................................................7
Section 3.02. Authorization of Agreement ............................................................7
Section 3.03. Validity ..............................................................................8
Section 3.04. Consents and Approvals ................................................................8
Section 3.05. Title to Shares .......................................................................8
Section 3.06. Capitalization of Geotrac..............................................................8
Section 3.07. Litigation Relating to Transaction ....................................................8
Section 3.08. Broker's or Finders' Fees .............................................................8
Section 3.09. Taxes and Liabilities .................................................................8
Section 3.10. Financial Statements ..................................................................9
Section 3.11. No Undisclosed Liabilities ............................................................9
Section 3.12. No Default ...........................................................................10
Section 3.13. Environmental Matters ................................................................10
Section 3.14. Insurance ............................................................................10
Section 3.15. Compliance With Law ..................................................................11
Section 3.16. Intellectual Property ................................................................11
Section 3.17. Disclosure ...........................................................................11

IV. REPRESENTATIONS AND WARRANTIES OF BANKERS, IMSG AND BIG ...........................................11

Section 4.01. Corporate Organization and Power ....................................................11
Section 4.02. Authorization of Agreement ..........................................................11
Section 4.03. Validity ............................................................................12
Section 4.04. Consents and Approvals ..............................................................12
Section 4.05. Title to Shares .....................................................................12
Section 4.06. Capitalization of Bankers ...........................................................12
Section 4.07. Capitalization of IMSG ..............................................................12
Section 4.08. Taxes and Liabilities ...............................................................13
Section 4.09. Litigation Relating to Transaction ..................................................13
Section 4.10. Broker's or Finders' Fees ...........................................................13
Section 4.11. Financial Statements ................................................................13
Section 4.12. No Undisclosed Liabilities ..........................................................14
Section 4.13. No Default ..........................................................................14
Section 4.14. Environmental Matters ...............................................................14
Section 4.15. Insurance ...........................................................................15
Section 4.16. Compliance With Law .................................................................15
Section 4.17. Intellectual Property ...............................................................15
Section 4.18. Disclosure ..........................................................................16

V. CONDITIONS PRECEDENT ..............................................................................16

Section 5.01. Conditions Precedent to Obligations of Bankers, IMSG and BIG ........................16
Section 5.02. Conditions Precedent to Obligations of Geotrac and the Whites .......................17

VI. TERMINATION AND ABANDONMENT .......................................................................20

Section 6.01. Termination..........................................................................20
Section 6.02. Procedure and Effect of Termination .................................................20

VII. INDEMNIFICATION; REMEDIES..........................................................................20

Section 7.01. Survival of Representations and Warranties ..........................................20
Section 7.02. Indemnification by Geotrac and the Whites ...........................................20
Section 7.03. Indemnification by Bankers, IMSG and BIG ............................................21
Section 7.04. Third Party Claims ..................................................................21
Section 7.05. Further Limitations. ................................................................24
Section 7.06. Limitations on Amount of Whites .....................................................24
Section 7.07. Limitations on Indemnification Of BIG, IMSG and Bankers .............................25

VIII. MISCELLANEOUS .......................................................................................25

Section 8.01. Expenses, Etc .........................................................................25
Section 8.02. Publicity .............................................................................25
Section 8.03. Execution in Counterparts .............................................................25
Section 8.04. Notices ...............................................................................26
Section 8.05. Amendments, Supplements, Etc ..........................................................26
Section 8.06. Entire Agreement ......................................................................27
Section 8.07. Applicable Law ........................................................................27
Section 8.08. Attorney's Fees .......................................................................27
Section 8.09. Representation Acknowledged ...........................................................27
Section 8.10. Binding Effect Benefits ...............................................................27
Section 8.11. Assignability .........................................................................28
Section 8.12. Bankers' Employees ....................................................................28
Section 8.13. Guarantee .............................................................................28

INDEX TO SCHEDULES, EXHIBITS AND ANNEXES

Exhibit or Schedule Description SS. Ref.
------------------- ----------- --------

2.01(a) Subordinated Promissory Note 2.01(a)

2.01(d) Schedule of Other Stockholders 2.01(d)

2.04(c) Terms of Preferred Stock of the Company 2.04(c)

2.05 Option and Exchange Agreement 2.05

3.09(a) Taxes and Liabilities 3.09(a)

3.09(d)(1) Financial Statements of Geotrac 3.09(d)

3.09(d)(2) Schedule of Permitted Payments 3.09(d)

4.08(e)(1) IMSG and Bankers Financial Statements 4.08(e)

5.01(d) Opinion of Geotrac's Counsel 5.01(d)

5.01(g) Employment Agreement 5.01(g)

5.02(d) Opinion of counsel to Bankers, IMSG and BIG 5.02(d)

5.02(m)(2) Corporate Governance Agreement 5.02(m)(2)

5.02(m)(3) Tax Indemnity Agreement 5.02(m)(3)

5.02(m)(4) Registration Rights Agreement 5.02(m)(4)

7.02(d) Tax Indemnity Exclusion 7.02(d)

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger ("Agreement"), dated as of May 12,
1998, by and among the following parties:

a) Geotrac, Inc., an Ohio corporation located at 0000 Xxxxxx
Xxxx, Xxxxxxx, Xxxx 00000 ("Geotrac"); and

b) Xxxxxx X. Xxxxx ("White"); and

c) White and his wife Xxxxxx (the "Whites"); and

d) Bankers Hazard Determination Services, Inc., a Florida
corporation located at 000 Xxxxxxx Xxxxxx, Xx. Xxxxxxxxxx,
Xxxxxxx 00000, ("Bankers") or assigns; and

e) Insurance Management Solutions Group, Inc., a Florida
corporation located at 000 Xxxxxxx Xxxxxx, Xx. Xxxxxxxxxx,
Xxxxxxx 00000 ("IMSG"); and

f) Bankers Insurance Group, Inc., a Florida corporation located
at 000 Xxxxxxx Xxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000 ("BIG").

WITNESSETH

Whereas, on July 31, 1997 Geotrac acquired from Strategic Holdings USA,
Inc. ("Strategic") all of the issued and outstanding shares of capital stock of
SMS Geotrac, Inc. ("SMS Geotrac"), a Delaware corporation, and Bankers
simultaneously acquired forty-nine percent (49%) of the issued and outstanding
shares of capital stock of Geotrac (all of which will be referred to as the
"Geotrac Acquisition");

Whereas, Bankers and Geotrac desire to merge Geotrac with and into
Bankers, with Bankers being the surviving corporation (the "Company") and
changing its name to Geotrac, Inc. (the "Merger");

Whereas, as a result of the Merger the Company would be one hundred
percent owned by IMSG; and

Whereas, for federal income tax purposes, it is intended that the
Merger shall qualify as a tax-free reorganization within the meaning of Sections
368(a)(1)(A) and 368(a)(2)(D) of the Internal Revenue Code of 1986, as amended
(the "Code").

Now, Therefore, in consideration of the foregoing premises and other
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

I. THE MERGER

Section 1.01. The Merger. Subject to the terms and conditions of this
Agreement and in accordance with the Florida Statute 607.1101 et seq.
("Florida Statute") at the Effective Time (as defined in Section 1.2
below), Geotrac and Bankers shall consummate the Merger pursuant to
which (i) Geotrac shall be merged with and into Bankers and the
separate corporate existence of Geotrac shall thereupon cease, and (ii)
bankers shall be the successor or surviving corporation in the Merger
(the "surviving corporation" or the "Company") and shall continue to be
governed by the laws of the State of Florida. Pursuant to the Merger,
(x) the Articles of Incorporation of Bankers, as in effect immediately
prior to the Effective Time, shall be the Articles of Incorporation of
the Surviving Corporation until thereafter amended as provided by law
and such Articles of Incorporation, and (y) the By-laws of Bankers, as
in effect immediately prior to the Effective Time, shall be the By-laws
of the Surviving Corporation until thereafter amended as provided by
law, the Articles of Incorporation of the Surviving Corporation and
such By-laws.

Section 1.02. Effective Time. Bankers and Geotrac will cause a
Certificate of Merger (the "Certificate of Merger") with respect to the
Merger to be executed and filed on the date of the Closing (as defined
in Section 1.04) (or on such other date as Bankers and Geotrac may
agree) with the Secretary of State of the State of Florida and with the
Secretary of State of the State of Ohio. The Merger shall become
effective on the date on which the Certificate of Merger has been duly
filed with the Secretary of State or such time as is agreed upon by the
parties and specified in the Certificate of Merger, and such time is
hereinafter referred to as the "Effective Time."

Section 1.03. Tax-Free Reorganization. The parties intend to adopt this
Agreement as a tax-free plan of reorganization and to consummate the
Merger in accordance with the provisions of Section 368(a)(1)(A) and
368(a)(2)(D) of the Code. In this regard, IMSG and Bankers (i)
represent that they presently intend, and that at the Effective Time
will continue to intend, to cause the Surviving Company to continue
Geotrac's historic business or use a significant portion of Geotrac's
assets in a business within the meaning of Section 368 of the Code and
(ii) covenant and agree that IMSG and the Surviving Corporation will
conduct their businesses in a manner which will not jeopardize the
characterization of the Merger as a reorganization within the meaning
of Section 368 of the Code.

Section 1.04. Closing. The closing of the Merger (the "Closing") will
take place at 10:00 a.m., local time, on a date to be specified by the
parties, which shall be no later than May 28, 1998 (the "Closing
Date"), at the offices of Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP,
0000 XX Xxxxxxx Xxxxxxxx, 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000,
unless another time, date or place is agreed to in writing by the
parties hereto.

Section 1.05. Board of Directors; Officers. The directors and officers
of Geotrac immediately prior to the Effective Time shall be the
directors and officers of the Surviving Corporation, in each case
until their respective successors are duly elected and qualified.

II. CONVERSION OF SHARES

Section 2.01. Conversion of Shares.

a) Except for those shares identified in, and as set forth in Sections
2.04(c) and (d), each share of Geotrac common stock, without par value
("Geotrac Common Stock"), issued and outstanding immediately prior to
the Effective Time (other than shares to be canceled pursuant to
Section 2.0l (c) and (d) hereof) shall, at the Effective Time, by
virtue of the Merger and without any action on the part of the holder
thereof, be converted into (i) the right to receive a number of duly
authorized, validly issued, fully paid and nonassessable shares of
common stock, par value $.01, of IMSG ("IMSG Common Stock") equal to
the Exchange Rate (as defined below) and (ii) One Million Five Hundred
Thousand Dollars ($1,500,000) in the form of a subordinated promissory
note (the "Note") issued by the Company and guaranteed by IMSG and BIG.
The Note will be subordinate to the Huntington Loan (as defined below)
or any refinancing of such loan on terms reasonably acceptable to the
Whites. Such Note will be due and payable on January 6, 2000, with
interest payable quarterly at the Prime Rate (as defined). Prime Rate
shall mean the rate published in the Wall Street Journal as the base
rate on corporate loans posted by at least 75% of the nation's 30
largest banks. A copy of the Note is attached hereto as Exhibit
2.01(a).

b) For purposes hereof, the "Exchange Rate" shall mean:

(i) The quotient of (A) Five Million Seven Hundred and
Sixty-Six Thousand and One Hundred and Eighty-One
Dollars ($5,766,181), subject to adjustment as
provided below, (the "Aggregate Price") and (B) the
fair market value of one share of Common Stock of
IMSG, which shall be the initial public offering
price of IMSG's Common Stock to be issued in the
proposed underwritten public offering (the "IPO").

(ii) In the event the IPO is not consummated prior to the
Effective Time the Exchange Rate shall be the
quotient of (A) the Aggregate Price and (B) $12.00,
subject to adjustment if an IPO is consummated within
three (3) years of the Effective Time and the initial
public offering price is less than or exceeds $12.00
per share.

c) All shares of Geotrac Common Stock that are owned by Bankers
shall, at the Effective Time, be canceled and retired and
shall cease to exist and no IMSG Common Stock shall be
delivered in exchange therefor.

d) All of the shares of Geotrac Common Stock that are owned by
the stockholders identified on Exhibit 2.01(d) hereof (the
"Other Stockholders") shall at the election of the Other
Stockholder (i) at the Effective Time, be canceled and retired
and shall cease to exist and no IMSG Common Stock shall be
delivered in exchange thereof and the Other Stockholders shall
receive cash in the aggregate amount of $728,069 for their
shares of Geotrac Common Stock and shall be entitled to the
amount set forth opposite their name on Exhibit 2.01(d) with
payment for their shares of Geotrac Common Stock being made on
or before December 1, 1998, or (ii) at the Effective Time be
converted into IMSG Common Stock at a conversion ratio equal
to the Exchange Ratio.

e) On and after the Effective Time, holders of certificates which
immediately prior to the Effective Time represented
outstanding shares of Geotrac Common Stock (the
"Certificates") shall cease to have any rights as stockholders
of Geotrac, except the right to receive the consideration set
forth in this Article II (the "Merger Consideration") for each
share of Geotrac Common Stock held by them.

f) After the Effective Time, all of the issued and outstanding
shares of capital stock of the Company will be owned by IMSG.

Section 2.02. Issuance of IMSG Common Stock.

a) The manner in which each share of Geotrac Common Stock (other
than shares to be canceled as set forth in Section 2.01(c) and
(d)) will be converted into IMSG Common Stock shall be as set
forth in this Section 2.02.

b) No certificates or scrip representing fractional shares of
IMSG Common Stock shall be issued upon the surrender for
exchange of Certificates representing shares of Geotrac Common
Stock, no dividend or distribution with respect to shares
shall be payable on or with respect to any fractional share
and such fractional share interests shall not entitle the
owner thereof to vote or to exercise any other rights of a
stockholder of IMSG. In lieu of any such fractional shares,
each holder of Geotrac Common Stock who otherwise would be
entitled to receive a fractional share of IMSG Common Stock
pursuant to the Merger will be paid an amount in cash equal to
such fractional interest multiplied by the quotient of the
Aggregate Price divided by the Exchange Rate.

Section 2.03. Assistance in Consummation of the Merger. Each of IMSG,
Bankers, BIG, Geotrac and the Whites shall provide all reasonable
assistance to, and shall cooperate

with, each other to bring about the consummation of the Merger as soon
as practicable in accordance with the terms and conditions of this
Agreement.

Section 2.04. Financing.

a) The parties hereto acknowledge that Geotrac currently has an
outstanding loan from The Huntington National Bank of
Cleveland, Ohio ("Huntington") (the "Huntington Loan") in the
principal amount of Eight Million Seven Hundred and Fifty
Thousand Dollars ($8,750,000). The parties hereto agree that
the Company will assume the Huntington Loan in connection with
the Merger, on terms and conditions acceptable to the Company,
the Whites, IMSG and Huntington. In the event Huntington is
unwilling to continue to loan money to the Company, IMSG shall
be responsible for obtaining replacement financing on terms
acceptable to the Whites. The parties hereto acknowledge that
the terms and conditions set forth in the existing Huntington
loan are acceptable. IMSG agrees to advance such funds to the
Company as are necessary, and not otherwise available in the
Company, to carry the cost of servicing the Huntington Loan
(or any refinancings thereof) and the Note issued to the
Whites pursuant to Article II hereof. Any funds advanced by
IMSG to the Company shall be treated as a loan to the Company.

b) Upon consummation of the Merger, White shall have the
authority, subject to the approval of the Board of Directors
of the Company, such approval not to be unreasonably withheld,
to sell that portion of the business of Bankers that White
shall deem appropriate, together with making available for
employment by purchaser, personnel who choose to accompany the
part of the business sold. The proceeds of such sale or sales
shall be used to reduce the debt of the Company to Huntington.
Any proceeds of such sale or sales in excess of the amount
required to satisfy the Huntington Loan shall be used to
redeem the preferred stock of the Company held by IMSG.

c) The parties hereto acknowledge that Bankers obtained Six
Million Seven Hundred and Fifty Thousand Dollars ($6,750,000)
from the sale of its preferred stock and a loan from South
Trust (the "South Trust Loan"). The proceeds from the sale of
Bankers preferred stock and the South Trust Loan were invested
in Geotrac. Bankers, IMSG and BIG hereby agree that prior to
the Effective Time, IMSG will assume the South Trust Loan in
exchange for the Bankers preferred stock. The preferred stock
will be exchanged for cumulative 8 1/2% preferred stock of the
Company the terms of which are set forth on Exhibit 2.04(c)
hereto. In the event IMSG closes an underwritten public
offering ("IPO"), the parties hereto agree that a portion of
the proceeds from such IPO will be contributed to the capital
of the Company and used to redeem the outstanding preferred
stock of the Company.

d) At the time the Company is required to make the payments to
the Other Stockholders as required by Section 2.01(d) hereof,
IMSG has agreed to loan the Company up to Seven Hundred and
Twenty-Eight Thousand and Sixty-nine Dollars ($729,069). The
proceeds of the loan may be used by the Company to pay the
amounts owed to the Other Stockholders identified on Exhibit
2.01(d) hereof as consideration for their Shares of Geotrac
Common Stock. Such advance will be treated as a debt of the
Company and will accrue interest annually at the Prime Rate,
with principal and interest payable at any time on or after
December 31, 1999.

Section 2.05. Option and Exchange Agreement.

a) The parties will enter into an Option and Exchange Agreement
that provides, in the event the Effective Time occurs before
the consummation of the IPO, and if the IPO does not close
prior to April 1, 2001, the Whites will be entitled to elect
to:

(i) exchange (the "Exchange") the IMSG Common Stock
received as part of the Merger consideration pursuant
to Section 2.01 hereof for twenty percent (20%) of
the shares of Common Stock of the Company on a fully
diluted basis plus cash equal to:

(A) The amount of any federal, state and local
income tax owed by the Whites as a result of
the exchange of shares and the receipt of
any tax gross-up payment made to the Whites
such that the Whites will receive an after
tax amount equal to the amount of the
federal, state and local income tax due as a
result of the exchange, plus

(B) Twenty percent (20%) of any dividends that
are paid with respect to the Company Common
Stock between the date of the Merger and the
date of the exercise of the option, less

(ii) elect to have their shares of IMSG redeemed by IMSG
for a promissory note of IMSG in the principal amount
of Five Million Dollars ($5,000,000) (which principal
amount will increase at a compounded rate equal to
the Prime Rate on the date of the Merger, from the
date of the Merger to the date of issuance). The note
shall provide for monthly payments, shall amortize
over a five year period, shall bear interest at a
rate equal to the Prime Rate on the date of issuance
and shall balloon after one year and shall be
guaranteed by BIG. From and after April 1, 2001

the election under this Section 2.05 must be made
within 30 days of written demand by IMSG to the
Whites. The terms and conditions of the foregoing
option are as set forth in the Option and Exchange
Agreement as set forth on Exhibit 2.05 hereto.

b) The Option and Exchange Agreement will further provide, from
and after the third anniversary of the Effective Time of the
Merger and provided the IPO has not been consummated, the
Whites will have an option to require BIG to purchase the
shares of Common Stock of IMSG or the Company, as the case may
be, owned by them in return for twenty percent (20%) of the
fair market value of the common stock of the Company. The fair
market value is to be determined based on an independent
appraisal of the Company without any discounts for minority
interests or otherwise determined by an independent appraiser
selected by the Whites and BIG. The terms and conditions of
the Option and Exchange Agreement are set forth on Exhibit
2.05 hereto.

Section 2.06. Cross-License Agreement. Upon consummation of the Merger
the Cross-License Agreement dated July 31, 1997, between Geotrac and
Bankers (the "Cross License Agreement") will be terminated and any
obligations to make payments thereunder will be terminated.

III. REPRESENTATIONS AND WARRANTIES OF GEOTRAC AND THE WHITES

Geotrac and the Whites represent and warrant to Bankers, IMSG and BIG
as follows:

Section 3.01. Corporate Organization and Power. Geotrac is a
corporation duly organized, validly existing and in good standing under
the laws of the State of Ohio. Geotrac has the corporate power and
authority to execute, deliver and perform its obligations under this
Agreement.

Section 3.02. Authorization of Agreement. The execution, delivery and
consummation of this Agreement by Geotrac has been duly authorized by
the Board of Directors and the shareholders of Geotrac in accordance
with all applicable laws and the Articles of Incorporation and Code of
Resolutions of Geotrac, and at the Closing no further corporate action
will be necessary on the part of Geotrac or its shareholders to make
this Agreement valid and binding on Geotrac and enforceable against
Geotrac in accordance with its terms. The execution, delivery and
consummation of this Agreement by Geotrac (i) is not contrary to the
Articles of Incorporation or Code of Regulations of Geotrac, (ii) does
not now and will not, with the passage of time, the giving of notice or
otherwise, result in a violation or breach of, or constitute a default
under, any term or provision of any indenture, mortgage, deed of trust,
lease, instrument, order, judgment, decree, rule, regulation, law,
contract, agreement or any other restriction to which Geotrac is a
party or to which Geotrac or any of its assets is subject or bound, and
(iii) will not result in the

creation of any lien or other charge upon the shares of Common Stock of
Geotrac or the assets of Geotrac.

Section 3.03. Validity. This Agreement has been duly executed and
delivered by Geotrac and constitutes the legal, valid and binding
obligation of Geotrac, enforceable against Geotrac in accordance with
its terms.

Section 3.04. Consents and Approvals. No order, authorization, approval
or consent from, or filing with, any person or entity or any federal or
state governmental or public body or other authority having
jurisdiction over Geotrac is required for the execution, delivery and
performance of this Agreement.

Section 3.05. Title to Shares. The Stockholders have full right, power
and authority to sell, issue, convey and deliver to Bankers, in
accordance with the terms of this Agreement, good and valid title,
beneficially and of record, to all 510 shares of Common Stock of
Geotrac owned by them in the amounts set forth on Schedule 2.01(d)
hereto, free and clear of all restrictions, claims, liens, charges,
encumbrances and rights of others.

Section 3.06. Capitalization of Geotrac. The total authorized capital
stock of Geotrac is 1,000 shares of Common Stock, without par value,
all of which shares have been validly issued and are presently
outstanding. Geotrac does not hold any shares of capital stock as
treasury shares. There are no outstanding subscriptions, options,
agreements, contracts, calls, commitments or demands of any character
to which Geotrac or the Whites or the Other Stockholders are a party
which restrict the transfer of the Geotrac Common Stock owned by the
Whites or the Other Stockholders or otherwise related to the Geotrac
Common Stock owned by the Whites.

Section 3.07. Litigation Relating to Transaction. There are no actions,
suits, proceedings or claims pending before any court, arbitrator or
government agency against or affecting Geotrac which might enjoin or
prevent the consummation of the transactions contemplated by this
Agreement.

Section 3.08. Broker's or Finders' Fees. All negotiations relative to
this Agreement and the transactions contemplated hereby have been
carried out by Geotrac directly with Bankers without the intervention
of any person on behalf of Geotrac in such manner as to give rise to
any claim by any person against Bankers for a finder's fee, brokerage
commission or similar payment.

Section 3.09. Taxes and Liabilities.

a) Except as set forth on Schedule 3.09 (a), Geotrac (i) has
filed, and will file, on a timely basis (including all
extensions), all federal income tax returns and all state and
local income or franchise tax returns (collectively, "Tax
Returns") required to

be filed by Geotrac for all years or periods ending on or
before the Closing Date accurately reflecting in all respects
income or franchise taxes owing to the United States or any
state or local government, and (ii) has paid in full, or set
up an adequate reserve for the payment of, all taxes
(including interest, penalties and additions to tax) shown to
be due on such Tax Returns. Except as set forth on Schedule
3.09 (a), all such Tax Returns are, or will be, true, correct
and complete in all material respects.

b) To the knowledge of Geotrac, there are no outstanding
agreements or waivers extending the statutory period of
limitations applicable to any Geotrac federal income tax
return for any period ending on or before the Closing.

c) Geotrac has made or will make available to Bankers for
inspection, complete and correct copies of all federal income
tax returns of Geotrac.

d) Except for the transactions set forth in the Geotrac financial
statements attached hereto as Exhibit 3.09(d)(1) and as
contemplated by this Agreement and permitted on Schedule
3.09(d)(2), Geotrac shall not commit to additional financial
obligations including, but not limited to, declaration or
payment of dividends, issuance of stock options, or incurrence
of additional debt.

Section 3.10. Financial Statements. The financial statements of Geotrac
attached hereto as Exhibit 3.09 (d)(1) do not contain any untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. Such financial statements fairly present in all material
respects the financial position and the results of operations and cash
flows of Geotrac as at the dates thereof or for the periods presented
therein. At Closing, the Company shall deliver financial statements for
the year ended December 31, 1997 and the quarter ended March 31, l998
that have been prepared from, and are in accordance with, the books and
records of Geotrac, have been prepared in accordance with United States
generally accepted accounting principles ("GAAP") applied on a
consistent basis during the periods involved (except as may be
indicated in the notes thereto) and fairly present in all material
respects the consolidated financial position and the consolidated
results of operations and cash flows (and changes in financial
position, if any) of Geotrac as at the dates thereof or for the periods
presented therein.

Section 3.11. No Undisclosed Liabilities. Except (a) to the extent
disclosed in the Geotrac financial statements delivered herewith, (b)
for liabilities and obligations incurred in the ordinary course of
business consistent with past practice, during the period from March
31, 1998 through the date of this Agreement and (c) otherwise known to
Bankers, Geotrac has not incurred any liabilities or obligations of any
nature, whether or not accrued, contingent or otherwise, that have, or
would be reasonably likely to have, a

material adverse effect on Geotrac or would be required to be reflected
or reserved against on a balance sheet of Geotrac (including the notes
thereto) prepared in accordance with GAAP.

Section 3.12. No Default. The business of Geotrac is not being
conducted in default or violation of any term, condition or provision
of (a) its Certificate of Incorporation or By-laws or similar
organizational documents, (b) any agreement pursuant to which Geotrac
is bound or (c) any federal, state, local or foreign law, statute,
regulation, rule, ordinance, judgment, decree, order, writ, injunction,
concession, grant, franchise, permit or license or other governmental
authorization or approval applicable to Geotrac excluding from the
foregoing clauses (b) and (c), defaults or violations that,
individually or in the aggregate, would not have a material adverse
effect on Geotrac or would not, or would not be reasonably likely to,
materially impair the ability of Geotrac to consummate the Merger or
the other transactions contemplated hereby. No investigation or review
by any governmental entity with respect to Geotrac is pending or, to
the best knowledge of Geotrac and the Whites, threatened, nor to the
best knowledge of Geotrac and the Whites, has any governmental entity
indicated an intention to conduct the same.

Section 3.13. Environmental Matters. As of the date of this Agreement,
Geotrac is in compliance with all applicable Environmental Laws and
there are no Environmental Liabilities and Costs of Geotrac that would
have or are reasonably likely to have an adverse effect on Geotrac.

For purposes of this Section 3.13, the following definitions shall
apply:

"Environmental Laws" means all applicable foreign, federal, state and
local laws, common law, regulations, rules and ordinances relating to
pollution or protection of health, safety or the environment.

"Environmental Liabilities and Costs" means all liabilities,
obligations, responsibilities, obligations to conduct cleanup, losses,
damages, deficiencies, punitive damages, consequential damages, treble
damages, costs and expenses (including, without limitation, all
reasonable fees, disbursements and expenses of counsel, expert and
consulting fees and costs of investigations and feasibility studies and
responding to government requests for information or documents), fines,
penalties, restitution and monetary sanctions, interest, direct or
indirect, known or unknown, absolute or contingent, past, present or
future, resulting from any claim or demand, by any person or entity,
whether based in contract, tort, implied or express warranty, strict
liability, joint and several liability, criminal or civil statute,
under any Environmental Law, or arising from environmental, health or
safety conditions, as a result of past or present ownership, leasing or
operation of any properties, owned, leased or operated by Geotrac.

Section 3.14. Insurance. As of the date hereof, Geotrac is insured by
insurers against such losses and risks and in such amounts as are
customary in the businesses in which they are engaged. All policies of
insurance and fidelity or surety bonds are in full force and effect.
Descriptions of these plans and related liability coverage have been
previously provided to Bankers.

Section 3.15. Compliance With Law. Geotrac has complied in all material
respects with all laws, statutes, regulations, rules, ordinances, and
judgments, decrees, orders, writs and injunctions, of any court or
governmental entity relating to any of the property owned, leased or
used by them, or applicable to their business, including, but not
limited to, equal employment opportunity, discrimination, occupational
safety and health, environmental, interstate commerce, antitrust laws,
ERISA and laws relating to taxes.

Section 3.16. Intellectual Property. Geotrac owns or has adequate
rights to use all patents, trademarks, service marks, trade names,
service names, copyrights, technology, know-how, processes, trade
secrets, customer lists and other intellectual property, intangible
property and proprietary rights (collectively, the "Intellectual
Property") used in or necessary for the conduct of their respective
businesses as now conducted without, to the best knowledge of Geotrac
and the Whites, any infringement or alleged infringement of the rights
of others. Geotrac is not in default in the payment of any royalties,
license fees or other consideration to any owner or licensor of any
Intellectual Property used in or necessary for the conduct of their
respective businesses as now conducted, nor otherwise is in default in
any material respect in the performance of any of their respective
obligations to any such owner or licensor, and no such owner or
licensor, nor any such agent or representative, has notified Geotrac in
writing of any claim of any such infringement, violation or default.

Section 3.17. Disclosure. The representations, warranties or
disclosures of information made by Geotrac and the Whites in this
Agreement, the Schedules and Exhibits hereto or any certification
delivered or to be delivered pursuant to this Agreement, taken as a
whole, do not contain any untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not
misleading.

IV. REPRESENTATIONS AND WARRANTIES OF BANKERS, IMSG AND BIG

Bankers, IMSG and BIG represent and warrant to Geotrac and the Whites
as follows:

Section 4.01. Corporate Organization and Power. Bankers, IMSG and BIG
are corporations duly organized, validly existing and in good standing
under the laws of the State of Florida. Bankers, IMSG and BIG each have
the corporate power and authority to

execute, deliver and perform their respective obligations under this
Agreement and to consummate the transactions contemplated hereby and
thereby.

Section 4.02. Authorization of Agreement. The execution, delivery and
consummation of this Agreement by Bankers, IMSG and BIG has been duly
authorized by their respective boards of directors and shareholders in
accordance with all applicable laws and their respective Certificate of
Incorporation and By-Laws or other charter documents, and at the
closing no further corporate action will be necessary on the part of
Bankers, IMSG and BIG or any of their shareholders to make this
Agreement valid and binding on Bankers, IMSG and BIG and enforceable
against Bankers, IMSG and BIG in accordance with its terms. The
execution, delivery and consummation of this Agreement by each of
Bankers, IMSG and BIG (i) is not contrary to its Certificate of
Incorporation or By-Laws or other charter documents of any of Bankers,
IMSG or BIG, and (ii) does not now and will not, with the passage of
time, the giving of notice or otherwise, result in a violation or
breach of, or constitute a default under, any term or provision of any
indenture, mortgage, deed of trust, lease, instrument, order, judgment,
decree, rule, regulation, law, contract, agreement or any other
restriction to which any of Bankers, IMSG or BIG is a party or to which
any of their assets is subject or bound and (iii) will not result in
the creation of any lien or other charge upon the capital stock of the
Company or IMSG.

Section 4.03. Validity. This Agreement has been duly executed and
delivered by Bankers, IMSG and BIG and constitutes the legal, valid and
binding obligation of Bankers, IMSG and BIG, enforceable against
Bankers, IMSG and BIG in accordance with its terms.

Section 4.04. Consents and Approvals. No order, authorization, approval
or consent from, or filing with, any person, entity or federal or state
governmental or public body or other authority having jurisdiction over
Bankers, IMSG or BIG is required for the execution, delivery and
performance by any of them of this Agreement.

Section 4.05. Title to Shares. IMSG has full right, power and authority
to sell, issue, convey and deliver to the Whites, in accordance with
the terms of this Agreement, good and valid title, beneficially and of
record, to all of the shares of IMSG Common Stock to be issued in
accordance with Section 2.01 hereof, free and clear of all
restrictions, claims, liens, charges, encumbrances and rights of
others.

Section 4.06. Capitalization of Bankers. The authorized capital stock
of Bankers is 500 shares of Common Stock, $1.00 par value per share, of
which 500 shares have been validly issued to IMSG, 1,000,000 shares of
Class A Preferred Stock of which none of the shares are issued and
outstanding and 1,000,000 shares of Class B Preferred Stock of which
675,000 shares have been validly issued to IMSG. Bankers does not hold
any shares of capital stock as treasury shares. Except as contemplated
by this Agreement, there are no outstanding subscriptions, options,
agreements, contracts, calls,

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commitments or demands of any character to which Bankers is a party which
restrict the transfer of the capital stock of Bankers.

Section 4.07. Capitalization of IMSG. The total authorized capital stock
of IMSG consists of 100,000,000 shares of Common Stock, $.01 par value
per share, of which 20,000,000 have been validly issued to BIG. Except as
set forth on Schedule 4.07, IMSG does not hold any shares of capital
stock as treasury shares. Except as contemplated by this Agreement and
the IPO, there are no outstanding subscriptions, options, agreements,
contracts, calls, commitments or demands of any character to which IMSG
is a party which restrict the transfer of the capital stock of IMSG.

Section 4.08. Taxes and Liabilities.

a) IMSG and Bankers (i) have filed on a consolidated basis, and will
file, on a timely basis (including all extensions), all federal
income tax returns and all combined or unitary state and local
income or franchise tax returns (collectively, "Tax Returns")
required to be filed by IMSG and Bankers for all years or periods
ending on or before the Effective Time accurately reflecting in
all respects income or franchise taxes owing to the United States
or any state or local government, and (ii) has paid in full, or if
not paid in full prior to the Effective Time will pay in full when
due, all taxes (including interest, penalties and additions to
tax) shown to be due on such Tax Returns. All such Tax Returns
are, or will be, true, correct and complete in all material
respects.

b) There are no outstanding agreements or waivers extending the
statutory period of limitations applicable to any IMSG or Bankers
federal income tax return for any period ending on or before the
Closing.

c) IMSG and Bankers have made or will make available to Geotrac for
inspection, complete and correct copies of all federal income tax
returns of IMSG and Bankers.

Section 4.09. Litigation Relating to Transaction. There are no actions,
suits, proceedings or claims pending before any court, arbitrator or
government agency against or affecting Bankers, IMSG or BIG which might
enjoin or prevent the consummation of the transactions contemplated by
this Agreement.

Section 4.10. Broker's or Finders' Fees. All negotiations relative to
this Agreement and the transactions contemplated hereby have been carried
out by Bankers, IMSG or BIG directly with Geotrac and White, without the
intervention of any person on behalf of Bankers, IMSG or BIG in such
manner as to give rise to any claim by any person against Geotrac and
White for a finder's fee, brokerage commission or similar payment.

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Section 4.11. Financial Statements. The financial statements of IMSG and
Bankers attached hereto as Exhibit 4.08 (e)(1) do not contain any untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading.
Such financial statements fairly present in all material respects the
consolidated financial position and the consolidated results of
operations and cash flows of IMSG and its consolidated subsidiaries as at
the dates thereof or for the periods presented therein. On or before the
Closing, IMSG shall deliver consolidated financial statements for the
three period ended December 31, 1997 and the quarter ended that have been
prepared from, and are in accordance with, the books and records of IMSG
and/or its consolidated subsidiaries, have been prepared in accordance
with United States generally accepted accounting principles ("GAAP")
applied on a consistent basis during the periods involved (except as may
be indicated in the notes thereto) and fairly present in all material
respects the consolidated financial position and the consolidated results
of operations and cash flows (and changes in financial position, if any)
of IMSG and its consolidated subsidiaries as at the dates thereof or for
the periods presented therein.

Section 4.12. No Undisclosed Liabilities. Except (a) to the extent
disclosed in the IMSG financial statements delivered herewith and (b) for
liabilities and obligations incurred in the ordinary course of business
consistent with past practice, during the period from March 31, 1998
through the date of this Agreement, neither IMSG nor any of its
subsidiaries have incurred any liabilities or obligations of any nature,
whether or not accrued, contingent or otherwise, that have, or would be
reasonably likely to have, a material adverse effect on IMSG and its
subsidiaries or would be required to be reflected or reserved against on
a consolidated balance sheet of IMSG and its subsidiaries (including the
notes thereto) prepared in accordance with GAAP.

Section 4.13. No Default. The business of IMSG and each of its
subsidiaries is not being conducted in default or violation of any term,
condition or provision of (a) its respective Certificate of Incorporation
or By-laws or similar organizational documents, (b) any agreement
pursuant to which IMSG or its subsidiaries is bound or (c) any federal,
state, local or foreign law, statute, regulation, rule, ordinance,
judgment, decree, order, writ, injunction, concession, grant, franchise,
permit or license or other governmental authorization or approval
applicable to IMSG or any of its subsidiaries excluding from the
foregoing clauses (b) and (c), defaults or violations that, individually
or in the aggregate, would not have a material adverse effect on IMSG and
its subsidiaries or would not, or would not be reasonably likely to,
materially impair the ability of IMSG to consummate the Merger or the
other transactions contemplated hereby. No investigation or review by any
governmental entity with respect to IMSG or any of its subsidiaries is
pending or, to the best knowledge of IMSG, threatened, nor to the best
knowledge of IMSG, has any governmental entity indicated an intention to
conduct the same.

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Section 4.14. Environmental Matters. As of the date of this Agreement,
IMSG is in compliance with all applicable Environmental Laws and there
are no Environmental Liabilities and Costs of IMSG and its subsidiaries
that would have or are reasonably likely to have an adverse effect on
IMSG and its subsidiaries.

For purposes of this Section 4.14, the following definitions shall apply:

"Environmental Liabilities and Costs" means all liabilities, obligations,
responsibilities, obligations to conduct cleanup, losses, damages,
deficiencies, punitive damages, consequential damages, treble damages,
costs and expenses (including, without limitation, all reasonable fees,
disbursements and expenses of counsel, expert and consulting fees and
costs of investigations and feasibility studies and responding to
government requests for information or documents), fines, penalties,
restitution and monetary sanctions, interest, direct or indirect, known
or unknown, absolute or contingent, past, present or future, resulting
from any claim or demand, by any person or entity, whether based in
contract, tort, implied or express warranty, strict liability, joint and
several liability, criminal or civil statute, under any Environmental
Law, or arising from environmental, health or safety conditions, as a
result of past or present ownership, leasing or operation of any
properties, owned, leased or operated by the Company or any of its
Subsidiaries.

Section 4.15. Insurance. As of the date hereof, IMSG and each of its
subsidiaries are insured by insurers against such losses and risks and in
such amounts as are customary in the businesses in which they are
engaged. All policies of insurance and fidelity or surety bonds are in
full force and effect. Descriptions of these plans and related liability
coverage have been previously provided to Geotrac and the Whites.

Section 4.16. Compliance With Law. IMSG and its subsidiaries have
complied in all material respects with all laws, statutes, regulations,
rules, ordinances, and judgments, decrees, orders, writs and injunctions,
of any court or governmental entity relating to any of the property
owned, leased or used by them, or applicable to their business,
including, but not limited to, equal employment opportunity,
discrimination, occupational safety and health, environmental, interstate
commerce, antitrust laws, ERISA and laws relating to taxes.

Section 4.17. Intellectual Property. IMSG and Bankers owns or has
adequate rights to use all patents, trademarks, service marks, trade
names, service names, copyrights, technology, know-how, processes, trade
secrets, customer lists and other intellectual property, intangible
property and proprietary rights (collectively, the "Intellectual

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Property") used in or necessary for the conduct of their respective
businesses as now conducted without, to the best knowledge of IMSG and/or
Bankers, any infringement or alleged infringement of the rights of
others. Neither IMSG nor Bankers is in default in the payment of any
royalties, license fees or other consideration to any owner or licensor
any Intellectual Property used in or necessary for the conduct of their
respective businesses as now conducted, nor otherwise is in default in
any material respect in the performance of any of their respective
obligations to any such owner or licensor and no such owner or licensor
nor any such agent or representative, has notified IMSG or Bankers in
writing of any claim of any such infringement, violation or default.

Section 4.18. Disclosure. The representations, warranties or disclosures
of information made by IMSG, Bankers or BIG in this Agreement, the
Schedules and Exhibits hereto or any certification delivered or to be
delivered pursuant to this Agreement, taken as a whole, do not contain
any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading.

V. CONDITIONS PRECEDENT

Section 5.01. Conditions Precedent to Obligations of Bankers, IMSG and
BIG. The obligations of Bankers, IMSG and BIG to consummate the
transactions contemplated by this Agreement are subject, at the option of
Bankers, IMSG and BIG, to the satisfaction at or prior to the Effective
Time of each of the following conditions:

a) Accuracy of Representations and Warranties. The representations
and warranties of Geotrac and the Whites contained in this
Agreement or in any certificate or document delivered to Bankers,
IMSG or BIG pursuant hereto shall be true and correct in all
material respects on and as of the Effective Time as though made
at and as of that date, and Geotrac and the Whites shall have
delivered to Bankers, IMSG or BIG a certificate to that effect.

b) Compliance with Covenants. Geotrac shall have performed and
complied with all terms, agreements, covenants and conditions of
this Agreement to be performed or complied with by them at or
prior to the Effective Time, and Geotrac and the Whites shall have
delivered to Bankers, IMSG or BIG a certificate to that effect.

c) Legal Actions or Proceedings. No legal action or proceeding shall
have been instituted or threatened seeking to restrain, prohibit,
invalidate or otherwise affect the consummation of the
transactions contemplated hereby.

d) Opinion of Counsel for Geotrac. Bankers, IMSG and BIG shall have
received the opinion of Benesch, Friedlander, Xxxxxx & Xxxxxxx,
LLP, counsel for Geotrac,

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dated the Closing Date, satisfactory in form and substance to
Bankers, IMSG and BIG and its counsel, to the effect set forth in
Exhibit "5.01 (d)" hereto.

e) Material Adverse Change. There shall not have occurred a material
adverse change to the business or assets of Geotrac since the date
of this Agreement.

f) Shareholders Agreement. Bankers, IMSG, Geotrac and the Whites
shall have terminated the Shareholders' Agreement dated July 31,
1997.

g) Employment Agreement. Geotrac and Xxxxxx X. Xxxxx shall have
entered into an Employment Agreement in the form of Exhibit "5.01
(g)" attached hereto.

h) Good Standing. Bankers, IMSG and BIG shall have received certified
copies of certificates of good standing for Geotrac from the
Secretary of State of the State of Ohio.

i) Resolution. Bankers, IMSG and BIG shall have received an executed
Resolution of the Board of Directors and Shareholders of Geotrac
authorizing the transactions contemplated by this Agreement and
Exhibits and Schedules attached hereto and authorizing the
termination of the 401(K) Plan of Geotrac at or prior to the
Effective Time.

j) Cross License Agreement. The Cross License Agreement shall be
terminated.

k) Huntington Loan. Huntington shall have consented to the
transactions contemplated hereby.

1) Releases. Releases from each of the Other Stockholders shall have
been delivered to Geotrac in a form satisfactory to BIG, IMSG and
Bankers.

m) Representation Letter. Xxxxx Xxxxxxxx shall have received a
representation letter from Xxxxxx Xxxxx in a form acceptable to
it.

n) Financial Statements. Geotrac shall have delivered the financial
statements specified in Section 3.10 and such financial statements
must be reasonably acceptable to BIG, IMSG and Bankers.

Section 5.02. Conditions Precedent to Obligations of Geotrac and the
Whites. The obligations of Geotrac and the Whites under this Agreement
are subject, at the option of Geotrac and the Whites, to the satisfaction
at or prior to the Effective Time of each of the following conditions:

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a) Accuracy of Representations and Warranties. The representations
and warranties of Bankers, IMSG or BIG contained in this Agreement
or in any certificate or document delivered to Geotrac pursuant
hereto shall be true and correct in all material respects on and
as of the Effective Time as though made at and as of that dates
and Bankers, IMSG or BIG shall have delivered to Geotrac and the
Whites a certificate to such effect.

b) Compliance with Covenants. Bankers, IMSG and BIG shall have
performed and complied with all terms, agreements, covenants and
conditions of this Agreement to be performed or complied with by
them at or prior to the Closing, and Bankers, IMSG and BIG shall
have delivered to Geotrac and the Whites a certificate to that
effect.

d) Opinion of Counsel to Bankers, IMSG and BIG. Geotrac shall have
received the opinion of C. Xxxxxxx Xxxxxx, counsel for Bankers,
IMSG or BIG, dated the Closing Date, satisfactory in form and
substance to Geotrac and their counsel, to the effect set forth in
Exhibit "5.02(d)" hereto.

e) Material Adverse Change. There shall not have occurred a material
adverse change in the business or assets of Bankers, IMSG or BIG
since the date of this Agreement.

f) Shareholders Agreement. Bankers, IMSG, Geotrac and the Whites
shall have terminated the Shareholders' Agreement dated July 31,
1997.

g) Employment Agreement. The Company and Xxxxxx X. Xxxxx shall have
entered into an Employment Agreement in the form of Exhibit 5.01
(g) attached hereto.

h) Good Standing and Charter Documents. Geotrac shall have received
certified copies of certificates of good standing for Bankers,
IMSG and BIG in the states of incorporation and received certified
copies of the Articles of Organization and By-laws or other
organizational documents of each of Bankers, IMSG and BIG.

i) Resolutions. Geotrac shall have received certified copies of the
resolutions of the Board of Directors and Shareholders, where
necessary, of each of Bankers, IMSG and BIG authorizing the
transactions contemplated by this Agreement and the Exhibits and
Schedules attached hereto.

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j) Cross License Agreement. The Cross License Agreement shall be
terminated.

k) Huntington Loan. Huntington shall have consented to the
transaction contemplated hereby or IMSG shall have secured
replacement financing on terms acceptable to Geotrac and the
Whites.

l) South Trust Loan. IMSG shall have purchased the preferred stock of
the Company originally issued to Heritage Hotel Holding Company in
connection with the South Trust Loan.

m) Additional Documents. The following additional documents shall be
executed and delivered:

1. The Option and Exchange Agreement.

2. The Corporate Governance Agreement attached hereto as
Exhibit 5.02(m)(2)

3. The Tax Indemnity Agreement attached hereto as Exhibit
5.02(m)(3) hereto relating to the indemnity provided by
IMSG and BIG to the Whites for any costs, expenses, losses,
damages or liabilities they may incur as a result of the
Merger not qualifying as a tax-free reorganization within
the meaning of Sections 368(a)(1)(A) or 368(a)(2)(D) of the
Code, or the exchange rights or put rights provided to the
Whites pursuant to the Option and Exchange Agreement
constituting "boot."

4. The Registration Rights Agreement attached hereto as
Exhibit 5.02(m)(4).

5. An opinion from Xxxxx Xxxxxxxx, a tax advisor to BIG, to
the effect that the Merger will qualify as a tax-free
reorganization within the meaning of Sections 368 (a)(l)(A)
and 368 (a)(2)(D) of the Code, the cost of which shall be
borne by Bankers in a form acceptable to the Whites.

6. A certificate of IMSG and Bankers providing Geotrac and
White with certain factual representations of IMSG and
Bankers reasonably requested by Geotrac and the Whites as
necessary to confirm that neither IMSG nor the Surviving
Corporation will take any action on or after the Effective
Time that would jeopardize the tax-free nature of the
transaction.

7. Xxxxx Xxxxxxxx shall have received a representation letter
from BIG, IMSG and Bankers in a form acceptable to it.

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8. IMSG shall have delivered the consolidated financial
statements identified in Section 4.11 and such consolidated
financial statements must be reasonably acceptable to
Geotrac and the Whites.

9. Geotrac and the Whites shall have received Releases from
each of the Other Stockholders in a form reasonably
acceptable to Geotrac and the Whites.

VI. TERMINATION AND ABANDONMENT

Section 6.01. Termination. This Agreement may be terminated at any time
prior to the Closing:

a) by the mutual consent of Bankers, IMSG or BIG and Geotrac and the
Whites; or

b) by either Bankers, IMSG or BIG or Geotrac if the Closing
contemplated in Section 1.04 above shall not have occurred on or
before May 28, 1998 or such later date as may be agreed upon by
the parties hereto or any of the Conditions Precedent of that
party are not met.

Section 6.02. Procedure and Effect of Termination. In the event of
termination of this Agreement and abandonment of the transactions
contemplated hereby by any or all of the parties pursuant to Section
6.01, written notice thereof shall forthwith be given to the other party
to this Agreement and this Agreement shall terminate and the transactions
contemplated hereby shall be abandoned, without further action by any of
the parties hereto. If this Agreement is terminated as provided herein,
no party shall have any liability or further obligation to any other
party to this Agreement pursuant to this Agreement, except that the
parties preserve and shall retain their rights if another party breaches
any representations or warranties or covenants contained herein.

VII. INDEMNIFICATION; REMEDIES

Section 7.01. Survival of Representations and Warranties. The
representations and warranties of Geotrac and the Whites in Article II
and of Bankers, IMSG or BIG in Article III shall survive the Closing for
one year.

Section 7.02. Indemnification by Geotrac and the Whites. Geotrac and the
Whites shall indemnify Bankers, IMSG or BIG and the stockholders,
directors, employees and agents of Bankers, IMSG or BIG in their capacity
as such (collectively, the "Bankers, IMSG or BIG Indemnified Parties')
from and against and shall hold the Bankers, IMSG or BIG Indemnified
Parties harmless from:

a) any proceeding, claim, liability loss, damage or deficiency,
including any and all reasonable costs and expenses (including,
but not limited to, reasonable legal and

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accounting fees) related to any of the foregoing (collectively,
"Loss"), resulting from or arising out of any material inaccuracy
in or material breach of any representation or warranty by Geotrac
contained in this Agreement.

b) any Loss resulting from or arising out of a breach or
nonperformance of any covenant or obligation of Geotrac under this
Agreement;

c) any Loss resulting from or arising out of the claims of any
broker, finder or other person acting in a similar capacity on
behalf of Geotrac or the Whites in connection with the
transactions contemplated herein; and

d) any Loss relating or pertaining to any Geotrac tax or other
liability of any nature whatsoever (including interest, penalties
and additions to tax) payable with respect to any period ending on
or prior to Closing except for liabilities disclosed on the
attached Exhibit "7.02(d)."

Section 7.03. Indemnification by Bankers, IMSG and BIG. Bankers, IMSG and
BIG shall indemnify Geotrac and the stockholders, directors, employees
and agents of Geotrac in their capacity as such and the Whites
(collectively, the "Geotrac Indemnified Parties") from and against, and
shall hold the Geotrac Indemnified Parties harmless from:

a) any Loss resulting from or arising out of any material inaccuracy
in or material breach of any representation or warranty by
Bankers, IMSG or BIG in this Agreement;

b) any Loss resulting from or arising out of any breach or
nonperformance of any covenant or obligation of Bankers, IMSG or
BIG under this Agreement;

c) any Loss resulting from or arising out of the claims or any
broker, finder or other person acting in similar capacity on
behalf of Bankers, IMSG or BIG in connection with the transactions
contemplated herein; and

d) any Loss relating or pertaining to any Bankers, IMSG or BIG tax or
other liability of any nature whatsoever (including interest,
penalties and additions to tax) payable with respect to any period
ending on or prior to the Closing.

Section 7.04. Third Party Claims.

a) Notice of Claim. If any legal proceeding is instituted or any
claim is asserted by any third party in respect of which the
Geotrac Indemnified Parties on the one hand, or Bankers, IMSG or
BIG Indemnified Parties on the other hand may be

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entitled to indemnity hereunder, the party asserting such right to
indemnity (the "Indemnified Party") shall give the party from whom
indemnity is sought (the "Indemnifying Party") written notice
thereof A delay in giving notice shall only relieve the
Indemnifying Party of liability to the extent the Indemnifying
Party Suffers actual prejudice because of the delay.

The Indemnifying Party shall have 30 days after receipt of such
notice to decide whether it will agree to be responsible for the
claim and provide indemnity hereunder.

b) Indemnifying Party Accepts Responsibility. If the Indemnifying
Party decides to accept responsibility and liability for such
claim and proceeding and provides written notice (the "Response
Notice") to such effect to the Indemnified Party within-such
30-day period, the Indemnifying Party shall be fully responsible
for undertaking and conducting, through counsel of its own
choosing and its own expense, the settlement or defense of such
claim or proceeding. If a court of competent jurisdiction
determines that the Indemnifying Party was not required to provide
indemnity for such claim, the Indemnified Party shall reimburse
the Indemnifying Party for all of the Losses incurred by it in
providing indemnity for the third-party claim and pursuing its
claim against the Indemnified Party. If a court of competent
jurisdiction determines that the Indemnifying Party was required
to provide indemnity for such claim, the Indemnifying Party shall
reimburse the Indemnified Party for all of the Losses, costs or
expenses, incurred by the Indemnified Party in defense of the
Indemnifying Party's claim. If a court of competent jurisdiction
determines that the Indemnifying Party was required to provide
indemnity for part, but not all of such third-party claim, the
Indemnified Party shall reimburse the Indemnifying Party far the
Losses, costs and expenses incident to the defense of the
third-party claim in proportion to the responsibility allocated by
such court, and each party shall bear its own costs and expenses
with respect to the Indemnifying Party's claim against the
Indemnified Party.

The indemnified Party shall have the rights with counsel of its
own choice and at its own expense, to participate in, but not
control the defense and settlement of any claim or proceeding for
which the Indemnifying Party accepts responsibility hereunder. In
addition, if, at any time the Indemnified Party believes that a
claim is not, (in fact) the proper subject for indemnification by
the Indemnifying Party, the Indemnified Party may assume from the
Indemnifying Party responsibility for and control of such claim or
proceeding; provided that the Indemnified Party reimburses the
Indemnifying Party for all of the losses, costs and expenses
incurred by it to such date in defense of such claims. If the
Indemnified Party assumes control of a claim pursuant to this
paragraph, it thereby becomes fully responsible and liable for the
defense and settlement thereof, and waives any right

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to assert any further indemnification obligation with respect to
such claim against the Indemnifying Party.

Notwithstanding anything to the contrary herein, if, in the
reasonable opinion of the Indemnified Party any Third Party Claim
or the litigation or resolution thereof involves an issue or
matter which could have a material adverse effect on the business
operations assets, properties or prospects of the Indemnified
Party (including, without limitation, the administration of the
tax returns and responsibilities under the tax laws of the
Indemnified Party), the Indemnified Party shall have the right to
control the defense compromise and settlement of such Third Party
Claim undertaken by the Indemnifying Party, and the costs and
expenses of the Indemnified Party in connection therewith shall be
included as part of the indemnification obligations of the
Indemnifying Party hereunder. If the Indemnified Party shall elect
to exercise such right, the Indemnifying Party shall have the
right to participate in, but not control, the defense/compromise
and settlement of such Third Party Claim at its sole cost and
expense. Any compromise or settlement of such Third Party Claim
shall be subject to the approval of the Indemnifying Party, which
approval shall not be unreasonably withheld, conditioned or
delayed.

c) Indemnifying Party Declines Responsibility. If the Indemnifying
Party fails to deliver a Response Notice timely, or delivers a
Response Notice and declines responsibility and liability for such
claim or proceeding, the Indemnified Party shall undertake,
conduct and control through counsel of its own choosing and at its
expense, the settlement or defense of such claim. Notwithstanding
the foregoing, the Indemnified Party shall retain the right, after
the completion or resolution of such claim or proceeding, to
assert a claim against the Indemnifying Party alleging that it
should have provided indemnity hereunder. If a court of competent
jurisdiction determines that the Indemnifying Party was required
to provide indemnity for such claim, the Indemnifying Party shall
reimburse the Indemnified Party for all of the Losses costs and
expenses incurred by the Indemnified Party in defending such claim
and pursuing its claim against the Indemnifying Party. If a court
of competent jurisdiction determines that the Indemnifying Party
was not required to provide indemnity for such claim, the
Indemnified Party shall reimburse the Indemnifying Party for all
of the Losses, costs and expenses incurred by the Indemnifying
Party in defense of the Indemnified Party's claim. If a court of
competent jurisdiction determines that the Indemnifying Party was
required to provide indemnity for part, but not all of such
third-party claim the Indemnifying Party shall reimburse the
Indemnified Party for the Losses, costs and expenses incident to
the defense of the third-party claim in proportion to the
responsibility allocated by such court, and each party shall bear
its own costs and expenses with respect to the Indemnified Party's
claim against the Indemnifying Party.

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The Indemnifying Party shall have the right with counsel of its
own choice at its own expense, to participate in but not control
the defense and settlement of any claim or proceeding for which it
initially declines responsibility. In addition, if at any time,
the Indemnifying Party believes that the claim is, in fact, the
proper subject for indemnity by it, the Indemnifying Party may,
subject to the last paragraph of Section 7.04(b) hereof, assume
from the Indemnified Party responsibility for and control of such
claim or proceeding; provided that the Indemnifying Party
reimburses the Indemnified Party for all of the Losses, costs and
expenses incurred by it to such date in defense of such claim. If
the Indemnifying Party assumes control of a claim pursuant to this
paragraph, it thereby becomes fully responsible and liable for the
defense and settlement thereof, and waives any right to claim back
against the Indemnified Party or otherwise object to its
indemnification obligations with respect thereto.

d) Cooperation. Notwithstanding anything to the contrary herein, the
Indemnifying Party and Indemnified Party Shall at all times
cooperate with each other in the defense of any third-party claim
or proceeding and the party controlling such defense shall, upon
request by the other party provide reasonable updates and
summaries of such matter. Each party agrees that it shall not,
without the written consent of the other, settle or compromise any
action or claim in any manner that would materially and adversely
affect the other party, other than as a result of money damages or
money payments.

Section 7.05. Further Limitations.

a) Exclusive Remedy. The indemnification provisions of this Article
VII shall be the exclusive remedy following the Closing Date for
any breaches or alleged breaches of any representations,
warranties or covenants under this Agreement. Each of the parties
hereto, on behalf of itself and its officers, directors,
employees, security holders, partners, affiliates, agents or
representatives (collectively, such party's "Representatives"),
agrees not to bring any actions or proceedings, at law, equity or
otherwise against any other party or its Representatives, in
respect of any breaches of any representation or warranty of this
Agreement, except pursuant to the express provisions of this
Article VI, unless there has been an instance of fraud. The
parties hereby agree that no party has made any representations or
warranties, express or implied, with respect to this Agreement or
the matters contemplated hereby except as explicitly set forth in
this Agreement.

b) No Indemnification For Known Breaches of Representations and
Warranties. Notwithstanding any provision to the contrary
contained herein, in the event that any party to this Agreement
had actual knowledge, on or before the Effective Time, of the
specific facts upon which a claim for indemnification for breach
of

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representations and warranties by any other party is based, then
the harmed party shall have no liability for any Loss resulting
from or arising out of such claim.

Section 7.06. Limitations on Amount of Whites.

a) The Whites will have no liability (for indemnification or
otherwise) with respect to the matters set forth in Section
7.02(a) hereof until the total of all damages with respect to
Section 7.02(a) exceeds $ 10,000, and then only for the amount by
which such damages exceed $10,000.

b) Subject to the provisions of Section 7.06, in addition, the Whites
will have no liability (for indemnification or otherwise) with
respect to the matters set forth in Section 7.02 relating to
breaches of Sections 3.01 through 3.04, 3.07 and 3.09 through 3.17
for the amount of damages exceeding 51% of the total amount.

c) Additionally, in no event shall the amount of damages paid by the
Whites with respect to the matters set forth in Section 7.02(a)
(for indemnification or otherwise) exceed $1,500,000.

Section 7.07 Limitation on Indemnification of BIG, IMSG, and Bankers.

a) BIG, IMSG and Bankers will have no liability (for indemnification
or otherwise) with respect to the matters set forth in Section
7.03(a) hereof until the total of all damages with respect to
Section 7.03(a) exceeds $10,000 and then only with respect to the
damages exceed $10,000.

b) In no event shall the damages paid by BIG, IMSG and Bankers in the
aggregate with respect to the matters set forth in Section 7.03(a)
(for indemnification or otherwise) exceed $3,000,000.

c) Upon the consummation of an IPO by IMSG, the obligations of BIG
with respect to the matters set forth in Section 7.03 shall cease
as of the date of the Closing of such IPO.

VIII. MISCELLANEOUS

Section 8.01. Expenses. Etc. Whether or not the transactions contemplated
by this Agreement are consummated, none of the parties hereto shall have
any obligation to pay any of the fees and expenses of the other party
incident to the negotiation, preparation and execution of this Agreement,
including the fees and expenses of counsel, accountants, investment
bankers and other experts.

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Section 8.02. Publicity. The parties hereto agree to cooperate in issuing
any press release or other public announcement concerning this Agreement
or the transactions contemplated hereby Nothing contained herein shall
prevent any party from at any time furnishing any information required by
any government authority.

Section 8.03. Execution in Counterparts. For the convenience of the
parties, this Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the Same instrument.

Section 8.04. Notices. All notices which are required or may be given
pursuant to the terms of this Agreement shall be in writing and shall be
sufficient in all respects if (i) delivered personally, (ii) mailed by
registered or certified mail, return receipt requested and postage
prepaid, or (iii) sent via a nationally recognized overnight courier
service or (iv) sent via facsimile confirmed in writing to the recipient
in each case as follows:

If to Geotrac, White or the Whites:

Geotrac, Inc.
0000 Xxxxxx Xxxx
Xxxxxxx, Xxxx 00000
Attention: Xxxxxx X. Xxxxx
Telephone (000) 000-0000
Telecopy: (000) 000-0000

with a copy to:

Benesch, Friedlander, Xxxxxx & Aronoff LLP
0000 XX Xxxxxxx Xxxxxxxx
000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Attention: Xxx Xxxxxx, Esq.
Telephone (000) 000-0000
Telecopy: (000) 000-0000

If to Bankers, the Company, IMSG or BIG, to:

Bankers Hazard Determination Services, Inc.
000 Xxxxxxx Xxxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Attention: C. Xxxxxxx Xxxxxx, Esq.
Telephone: (000) 000-0000 extension 4894
Telecopy: (000) 000-0000

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or such other address or addresses as either party hereto shall
have designated by notice in writing to the other party hereto.

Section 8.05. Amendments, Supplements, Etc. At any time this Agreement
may be amended or supplemented by such additional agreements, articles or
certificates, as may be determined by the parties hereto to be necessary,
desirable or expedient to further the purposes of this Agreement, or to
clarify the intention of the parties hereto, or to add to or modify the
covenants, terms or conditions hereof or to effect or facilitate any
governmental approval or acceptance of this Agreement or to effect or
facilitate the filing or recording of this Agreement or the consummation
of any of the transactions contemplated hereby. Any such agreement,
article or certificate must be in writing and signed by both parties. No
oral or unexecuted agreement, promise or undertaking shall be effective
to modify, amend or alter the terms of this Agreement in any manner
whatsoever.

Section 8.06. Entire Agreement. This Agreement, its Exhibits, Schedules
and Annexes and the documents executed on the Closing Date in connection
herewith, constitute the entire agreement between the parties hereto with
respect to the subject matter hereof and supersede all prior agreements
and understandings, oral and written, between the parties hereto with
respect to the subject matter hereof. No representation, warranty
promise, inducement or statement of intention has been made by either
party which as not embodied in this Agreement or such other documents;
and neither party shall be bound by, or be liable for, any alleged
representation, warranty, promise, inducement or statement or intention
not embodied herein or therein.

Section 8.07. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida, without
regard to conflicts of law principles. However, jurisdiction and venue
for any action brought to enforce the terms or conditions of this
Agreement or any of its Exhibits or Schedules shall be the domicile of
the defendant or respondent in any such action.

Section 8.08. Attorney's Fees. If any party to this Agreement should
bring a Court action alleging breach of this Agreement or seeking to
enforce, rescind, renounce, declare void or terminate this Agreement or
any provisions thereof, the prevailing party shall be entitled to recover
all of its legal expenses, including reasonable attorney's fees and costs
(including legal expenses for any appeals taken), and to have the same
awarded as part of the judgment in the proceeding in which such legal
expenses and attorney's fees were incurred.

Section 8.09. Representation Acknowledged. The parties acknowledge that
each party and its counsel have reviewed and revised this Agreement and
that the normal rule of construction to the effect that any ambiguities
are to be resolved against the drafting party

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shall not be employed in the interpretation of this Agreement or any
amendments or exhibits hereto.

Section 8. 10. Binding Effect, Benefits. This Agreement shall inure to
the benefit of and be binding upon the parties hereto and their
respective successors, heirs and permitted assigns. Notwithstanding
anything contained in this Agreement to the contrary, nothing in this
Agreement, expressed or implied, is intended to confer on any person
other than the parties hereto or their respective successors and assigns,
any rights, remedied obligations or liabilities under or by reason of
this Agreement.

Section 8.11. Assignability. Neither this Agreement nor any of the
parties rights hereunder shall be assignable by any of the parties hereto
without the prior written consent of the other parties hereto; provided,
however, that the parties may assign a security interest in their rights
to receive indemnification hereunder as part of a grant of collateral
security to secure any indebtedness for money borrowed by the Company or
Geotrac from a bank or other financial institution.

Section 8.12. Bankers' Employees. It is contemplated that subsequent to
the Merger, the Company will offer for sale certain assets related to the
business of Bankers including the opportunity to hire current personnel
managing the assets related to such business. In addition, certain
current employees of Bankers will be offered positions with the Company
and certain employees will choose to accompany the sale of the business
to a third party. As to those current employees of Bankers who do not
become employees of the Company or a third party, IMSG shall assume
responsibility for their employment under the same terms and conditions
as they are currently employed. IMSG and BIG agree not to solicit for
employment those individuals who choose to be employed by the Company or
take a position with a third party.

Section 8.13. Guarantee. BIG hereby unconditionally guarantees the
performance of the duties, obligations and covenants of Bankers and IMSG
under this Agreement, the Exhibits and Schedules hereto and any other
agreements executed and delivered herewith or contemplated hereby, which
guarantee shall terminate and cease to exist upon the consummation of an
IPO involving the capital stock of IMSG.

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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the duly authorized officers of the parties hereto as of the day and year
indicated below.

WITNESSES Bankers Hazard Determination Services, Inc.

/s/ Xxxxxx X. BY: /s/
------------------------- ---------------------------------------

/s/ C. Xxxxxxx Xxxxxx AS ITS: Corp Sec'y DATE: 5-12-98
------------------------- -------------------- ---------

WITNESSES Insurance Management Solutions Group, Inc.

/s/ Xxxxxx X. BY: /s/
------------------------- ---------------------------------------

/s/ C. Xxxxxxx Xxxxxx AS ITS: Corp Sec'y DATE: 5-12-98
------------------------- -------------------- ---------

WITNESSES Bankers Insurance Group, Inc.

/s/ Xxxxxx X. BY: /s/
------------------------- ---------------------------------------

/s/ C. Xxxxxxx Xxxxxx AS ITS: Corp Sec'y DATE: 5-12-98
------------------------- -------------------- ---------

WITNESSES Geotrac, Inc.

/s/ Xxxxxx X. BY: /s/ Xxxxx X. Xxxxx
------------------------- ---------------------------------------

/s/ C. Xxxxxxx Xxxxxx AS ITS: President DATE: 5-12-98
------------------------- -------------------- ---------

WITNESSES Insurance Management Solutions Group, Inc.

/s/ Xxxxxx X. /s/ Xxxxxx X. Xxxxx DATE: 5-12-98
------------------------- ---------------------------- ---------
Xxxxxx X. Xxxxx

/s/ C. Xxxxxxx Xxxxxx
-------------------------

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WITNESSES

/s/ Xxxxxx X. Drorbton /s/ Xxxxxx Xxxxx DATE: 5-12-98
-------------------------- ----------------- --------

/s/
--------------------------

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EXHIBIT 10.21 AGREEMENT AND PLAN OF MERGER

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