AND

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EXHIBIT 10.10

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ADMINISTRATIVE SERVICES AGREEMENT

BY AND BETWEEN

HOW INSURANCE COMPANY, a RISK RETENTION GROUP,

HOME WARRANTY CORPORATION AND

HOME OWNERS WARRANTY CORPORATION

IN RECEIVERSHIP FOR REHABILITATION OR LIQUIDATION

AND

MILLERS INTEGRATED CLAIMS RESOURCES, INC.

DOING BUSINESS AS MILIRISK

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TABLE OF CONTENTS

RECITALS..........................................................................................................1

AGREEMENT.........................................................................................................1

ARTICLE 1. DEFINITIONS...........................................................................................1
Section 1.1 Certain Definitions................................................................................1
1.1.1. "Additional Fee For Excess Paid Claims"..............................................................1
1.1.2. "Additional Services"................................................................................1
1.1.3. "Agreement"..........................................................................................2
1.1.4. "All Applicable Laws"................................................................................2
1.1.5. "Annual Service Fees"................................................................................2
1.1.6. "Authorized Representative"..........................................................................2
1.1.7. "Calendar Year"......................................................................................2
1.1.8. "Commission".........................................................................................2
1.1.9. "Commissioner".......................................................................................2
1.1.10. "Conversion"........................................................................................2
1.1.11. "Conversion Date"...................................................................................2
1.1.12. "Deputy Receiver"...................................................................................2
1.1.13. "Duplicate Policy"..................................................................................3
1.1.14. "Effective Date"....................................................................................3
1.1.15. "Excess Paid Claims"................................................................................3
1.1.16. "Fee Rates".........................................................................................3
1.1.17. "Guarantor".........................................................................................3
1.1.18. "Guaranty"..........................................................................................3
1.1.19. "Home Owners".......................................................................................3
1.1.20. "Manuals"...........................................................................................3
1.1.21. "Material"..........................................................................................3
1.1.22. "Maximum Paid Claims Count".........................................................................4
1.1.23. "Minimum Paid Claims Count".........................................................................4
1.1.24. "Paid Claims Below Minimum".........................................................................4
1.1.25. "Paid Claims".......................................................................................4
1.1.26. "Person"............................................................................................4
1.1.27. "Policies"..........................................................................................4
1.1.28. "Receivership Orders"...............................................................................6
1.1.29. "Records"...........................................................................................6
1.1.30. "Refund Fee For Claims Below Minimum Paid Claims Count".............................................6
1.1.31. "Service Coordinator"...............................................................................7
1.1.32. "Services"..........................................................................................7
1.1.33. "Special Deputy Receiver"...........................................................................7
1.1.34. "Term"..............................................................................................7
1.1.35. "Transition Period".................................................................................7
Section 1.2 Other Definitions..................................................................................7

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ARTICLE 2. TERMS OF ENGAGEMENT...................................................................................7
Section 2.1 Engagement.........................................................................................7
Section 2.2 Maintenance of Records.............................................................................7
Section 2.3 Ownership of Records...............................................................................8
Section 2.4 Notice of Claims...................................................................................8
Section 2.5 Attendance at Meetings.............................................................................8
Section 2.6 Conflicts of Interest..............................................................................8
Section 2.7 Compliance with All Applicable Laws................................................................9
Section 2.8 Compliance with Manuals............................................................................9
Section 2.9 Legibility of Records..............................................................................9
Section 2.10 Disbursements.....................................................................................9
Section 2.11 Delivery and Collection of Company Assets........................................................10
Section 2.12 Loss of Data.....................................................................................10
Section 2.13 Standard of Care.................................................................................10
Section 2.14 Reports..........................................................................................10
Section 2.15 Subcontracts.....................................................................................10
Section 2.16 Fraud Prevention.................................................................................11
Section 2.17 Disaster Recovery Plan and Record Retention......................................................11
Section 2.18 Other Acts.......................................................................................11
Section 2.19 Determination of Conversion Date.................................................................11
Section 2.20 21 Day Transition Period.........................................................................11
2.20.1. Employment Matters.................................................................................12
2.20.2. Contractor's Purchase of Company Assets............................................................12
Section 2.21 45 Day Transition Period.........................................................................12
2.21.1. Relocation of Company Operations...................................................................12

ARTICLE 3. COMPENSATION AND REIMBURSEMENT.......................................................................13
Section 3.1 Scope.............................................................................................13
Section 3.2 Initial Fee for Conversion........................................................................13
Section 3.3 Annual Service Fees After Conversion..............................................................13
Section 3.4 Fees for Partial Month............................................................................13
Section 3.5 Additional Fee For Excess Paid Claims and Refund Fee For Claims Below Minimum Paid Claims Count...14
Section 3.6 Additional Programming Fees.......................................................................14
Section 3.7 Taxes.............................................................................................14
Section 3.8 Additional Services...............................................................................15
Section 3.9 Contractor's Overhead.............................................................................15
Section 3.10 Costs of Third Parties and Third Party Litigation................................................15
Section 3.11 Suspension of Performance........................................................................16

ARTICLE 4. REPRESENTATIONS AND WARRANTIES.......................................................................16
Section 4.1 Representations of Contractor.....................................................................16
4.1.1. Due Organization....................................................................................16
4.1.2. Authority...........................................................................................16

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4.1.3. No Violation........................................................................................16
4.1.4. No Litigation.......................................................................................16
4.1.5. Enforceability......................................................................................16
4.1.6. Licenses and Permits................................................................................15
4.1.7. Skills and Experience...............................................................................15
4.1.8......................................................................................................15
Section 4.2 Deliveries On or Prior to Effective Date..........................................................15
4.2.1......................................................................................................15
4.2.2......................................................................................................15
4.2.3......................................................................................................15
4.2.4......................................................................................................15
4.2.5......................................................................................................15
Section 4.3 Representations of the Company....................................................................15
4.3.1. Due Organization....................................................................................15
4.3.2. Authority...........................................................................................16
4.3.3. Approvals...........................................................................................16
4.3.4. Enforceability......................................................................................16

ARTICLE 5. TERMINATION..........................................................................................16
Section 5.1 Termination.......................................................................................16
5.1.1. Without Cause.......................................................................................16
5.1.2. Breach..............................................................................................16
5.1.3. Insolvency of Contractor............................................................................16
5.1.4. Delay in Conversion.................................................................................17
5.1.5. Illegal Acts........................................................................................17
Section 5.2 Effect of Termination.............................................................................17
Section 5.3 Final Accounting..................................................................................17
Section 5.4 Trust Funds.......................................................................................17
Section 5.5 Termination Fee...................................................................................18

ARTICLE 6. CONFIDENTIAL INFORMATION.............................................................................18
Section 6.1 Confidential Information..........................................................................18
6.1.1. Disclosure by Legal Process.........................................................................19
6.1.2. Other - Disclosure..................................................................................19
6.1.3. Infringement........................................................................................19
6.1.4. Publicity...........................................................................................19
Section 6.2 Return of Confidential Information................................................................19
Section 6.3 Unauthorized Use of Claims and Policy Information.................................................19
Section 6.4 No Improper Solicitation of Employees.............................................................19
Section 6.5 Injunctive Relief.................................................................................20

ARTICLE 7. INDEMNIFICATION.......................................................................................20
Section 7.1 Duty to Indemnify.................................................................................20
Section 7.2 Notice of Claims..................................................................................20
Section 7.3 Professional Errors and Omissions Insurance and Fidelity Bond.....................................20

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ARTICLE 8. MISCELLANEOUS PROVISIONS.............................................................................21
Section 8.1 Non-Discrimination................................................................................21
Section 8.2 Examination of Contractor Business Records........................................................21
Section 8.3 Amendment.........................................................................................21
Section 8.4 Force Majeure.....................................................................................21
Section 8.5 Service Coordinator...............................................................................22
Section 8.6 Notices...........................................................................................22
Section 8.7 Governing Law.....................................................................................23
Section 8.8 Severability......................................................................................23
Section 8.9 Benefit and Assignment............................................................................23
Section 8.10 Headings.........................................................................................24
Section 8.11 Counterparts.....................................................................................24
Section 8.12 General Terms....................................................................................24
Section 8.13 Independent Contractor...........................................................................24
Section 8.14 Complete Agreement...............................................................................24
Section 8.15 Construction.....................................................................................24
Section 8.16 Time.............................................................................................24
Section 8.17 No Implied Waivers; Remedies.....................................................................24
Section 8.18 Attorneys' Fees..................................................................................25
Section 8.19 Dispute Resolution...............................................................................25
Section 8.20 Travel...........................................................................................25
Section 8.21 No Benefit to Others.............................................................................25
Section 8.22 Consent..........................................................................................25
Section 8.23 Representative Capacity..........................................................................26

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EXHIBITS AND SCHEDULES

Exhibit A Manuals
Exhibit B Guaranty
Schedule 1 Schedule of Services
Schedule 2 Schedule of Fee Rates
Schedule 3 Schedule of Assets
Schedule 4 Takeover Claim Files
Schedule 5 Partial List of Computer System Program Matters
Schedule 6 Company's Periodic Reports

ADMINISTRATIVE SERVICES AGREEMENT

THIS ADMINISTRATIVE SERVICES AGREEMENT ("this Agreement"), is made by
and between Xxxxxx X. Xxxxxx, Commissioner of Insurance, Bureau of Insurance,
State Corporation Commission of the Commonwealth of Virginia, (hereinafter the
"Deputy Receiver") in his capacity as Deputy Receiver of HOW Insurance Company,
a Risk Retention Group, Home Warranty Corporation and Home Owners Warranty
Corporation, In Receivership (hereinafter referred to as "HOWIC", "HWC", "HOW"
and collectively, the "Company") and Millers Integrated Claims Resources, Inc.,
a Texas corporation doing business under an assumed name as MiliRisk
("Contractor").

RECITALS

A. The Company desires to engage Contractor to administer the
Policies.

B. Contractor desires to administer the Policies.

C. The Company and Contractor desire to reduce their agreement
regarding Contractor's administration of the Policies to writing.

AGREEMENT

NOW, THEREFORE, for and in consideration of the premises, the various
agreements of the Company and Contractor, and other good and valuable
consideration, the receipt and sufficiency of which is expressly acknowledged,
the Company and Contractor covenant and agree as follows:

ARTICLE 1.

DEFINITIONS

Section 1.1 Certain Definitions. As used in this Agreement, the
following terms have the following meanings:

1.1.1. "Additional Fee For Excess Paid Claims" means
additional fees attributable to Excess Paid Claims as to which the Contractor
is entitled to compensation, with such additional fees being equal to the total
amount produced by multiplying SEVEN HUNDRED AND FIFTY DOLLARS ($750) for each
Paid Claim within a Calendar Year in excess of the Maximum Paid Claims Count
established for that Calendar Year as set forth in Schedule 2 herein.

1.1.2. "Additional Services" means any Services with respect
to the Policies performed by Contractor at the Company's request that are not
described in, incidental to, or

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inferable from, this Agreement or Schedule 1 attached hereto, as determined by
the Company in its reasonable discretion.

1.1.3. "Agreement" means this Administrative Services
Agreement by and between the Deputy Receiver and Contractor, all exhibits and
schedules attached hereto, and any amendments to the Agreement, exhibits or
schedules as may be properly made hereunder.

1.1.4. "All Applicable Laws" means all present and future
insurance and other laws, orders and regulations of federal, state, municipal
and local governments that regulate or govern the operations of Contractor or
the Company.

1.1.5. "Annual Service Fees" means the Annual Service Fees
set forth at Section 1 of Schedule 2 to this Agreement.

1.1.6. "Authorized Representative" means those Persons duly
authorized by the Deputy Receiver to act on behalf of the Company.

1.1.7. "Calendar Year" means the period beginning on January
1 and ending on December 31 of the same year. Notwithstanding the above, for
the year 1996 only, the Calendar Year shall commence on the Conversion Date
and end on December 31, 1996.

1.1.8. "Commission" means the State Corporation Commission of
the Commonwealth of Virginia, and its successors.

1.1.9. "Commissioner" means Xxxxxx X. Xxxxxx, in his capacity
as Commissioner of Insurance, Bureau of Insurance, State Corporation Commission
of the Commonwealth of Virginia, and his successors in office.

1.1.10. "Conversion" means the process whereby the Contractor
performs all matters necessary to assure full responsibility for administration
of the Policies during the Transition Period in order to be in a position to
fully perform all Services contemplated in this Agreement.

1.1.11. "Conversion Date" means the date, reasonably
determined by the Company as the date on which Conversion is substantially
complete and the Contractor assumes full responsibility for administration of
the Policies and is able to fully perform the Services in this Agreement. The
Conversion Date, currently estimated to be April 30, 1996, shall not occur
prior to the end of the Transition Period. For the purposes of this
Section 1.1.11, conversion shall be substantially complete if the Contractor
is 1) performing the Services at Contractor's business facilities at 000
Xxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxx, 2) the Company's Irving, Texas, office
facility has been closed, and 3) eighty percent (80W) of the Company's
employees, who perform functions related to the Services, have been dismissed
as employees by the Deputy Receiver.

1.1.12. "Deputy Receiver" means Xxxxxx X. Xxxxxx or his
successor, in his capacity as Deputy Receiver of the Company.

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1.1.13. "Duplicate Policy" means a policy form reproduced by
Contractor in accordance with the Manuals.

1.1.14. "Effective Date" means the date on which the
provisions of this Agreement shall take effect, which shall be the date on
which the last party to sign this Agreement signs this Agreement.

1.1.15. "Excess Paid Claims" means the total number of Paid
Claims within a Calendar Year in excess of the Maximum Paid Claims Count
established for that Calendar Year as set forth in Schedule 2 herein.

1.1.16. "Fee Rates" means the rates of compensation to be
paid by the Company to Contractor as fees for performing Services in accordance
with this Agreement, which rates, except for fees for any Additional Services,
are fixed for the Term at the rates set forth in this Agreement and in Schedule
2 attached hereto.

1.1.17. "Guarantor" means Millers Mutual Fire Insurance
Company, a Texas corporation and mutual fire insurance company operating under
the provisions of Chapter 15 of the Texas Insurance Code.

1.1.18. "Guaranty" means the guaranty executed and issued by
Guarantor in the form of, and attached as, Exhibit B to this Agreement.

1.1.19. "Home Owners" means the legal owner(s) of a home
covered by a valid Policy which has not expired, and as to whom the time period
for filing a claim has not lapsed.

1.1.20. "Manuals" means the Company's Claims Manual and
Policy and Procedures Manual(s) (with exhibits) being used by the Company for
administration of the Policies, in effect (and as amended by the Company or the
Service Coordinator) from time to time. The Manuals in effect as of the
Effective Date are attached hereto as Exhibit A.

1.1.21. "Material" shall mean, unless otherwise specified, of
sufficient magnitude that a reasonably prudent person, similarly situated,
would under the relevant circumstances, take (or, as the case may be, refrain
from taking) the action contemplated.

1.1.22. "Maximum Paid Claims Count" means the maximum number
of Paid Claims that may be adjusted by the Contractor within any Calendar Year
before the fixed Fee Rates of the Contractor begin to vary for such Calendar
Year.

1.1.23. "Minimum Paid Claims Count" means, as to a particular
Calendar Year, the "Minimum Paid Claims Count" set forth at Schedule 2.

1.1.24. "Paid Claims Below Minimum" means, as to a particular
Calendar Year, in the number of Paid Claims for such Calendar Year below the
Minimum Paid Claims Count.

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As to a particular Calendar Year, Paid Claims Below Minimum is the remainder
obtained by subtracting Paid Claims from the Minimum Paid Claims Count for such
Calendar Year (determined also by taking into account any Paid Claims during
such Calendar Year arising from takeover claim files set forth at Schedule 4).

1.1.25. "Paid Claims" means policyholder or Home Owner claims
paid by the Contractor. Each policyholder or Home Owner claim paid shall equal
one Paid Claims count. The aggregate of all Paid Claims in a single Calendar
Year shall equal the total Paid Claims count for such Calendar Year. Multiple
claims paid arising from a single incident, condition, or claims occurrence at
a home shall be considered one Paid Claims Count, regardless of the number of
claim payments made for such incident or claims occurrence. However,
notwithstanding the foregoing, the Paid Claims count will include those claims
which are not greater than the applicable deductible but fully adjudicated by
Contractor in accordance with the Manuals. Paid Claims shall not include any
amounts paid toward engineer fees, inspector fees, legal fees, court reporter
fees, mediator fees, recovery expense, or other loss adjustment or recovery
expenditures paid to third parties, whether submitted by such Persons or
policyholders and Home Owners. Paid Claims shall not include any claims
adjusted or paid by any Person other than Contractor, except that Paid Claims
shall include claims, in excess of applicable builder deductibles, paid in a
Calendar Year related to certain National Account Builders, who have agreed,
either contractually or otherwise, to adjudicate claims filed on homes built by
them.

1.1.26. "Person" includes an individual, corporation, trust,
partnership, limited liability company, unincorporated association, or other
business, government, foreign or domestic organization, or any agency or
political subdivision thereof.

1.1.27. "Policies" means any policy or contract of insurance
issued by HOWIC and providing coverage for Builders Limited Warranty or Major
Structural Defects as to a new or remodeled home. With respect to-a specific
claim, the term refers to such a policy or contract which, at the time the
claim arose, was in effect and provided coverage for the home to which the
claim relates. The term includes, but is not limited to: a) that certain
document styled BUILDER'S LIMITED WARRANTY" and designated as "HOW 1500(A) n;
b) that certain document styled "Insurance Warranty Documents" and designated
inter alia as "Form HOW 500(B)" and "Form HOW 500 III"; c) that certain
document styled "HOW BUILDER LIMITED WARRANTY INSURANCE POLICY" designated as
HOWIC 1100"; d) those documents styled RISK RETENTION INSURANCE POLICY" and
designated as HOWIC 100" and HOWIC 200"; e) those documents styled "PROTECTION
CONTRACT" and designated as "TEX-XXXX 3"; f) those documents styled
"BUILDER/DEVELOPER LIMITED WARRANTY AND MAJOR STRUCTURAL DEFECT COVERAGE" and
designated as "HOWIC 2" and "HOW 706D"; g) those documents styled "REMODELER
PROGRAM INSURANCE/WARRANTY DOCUMENT" and designated as "HOW 800", and the
predecessors and successors of such documents.

1.1.28. "Receivership Orders" shall mean: a) that certain
"FINAL ORDER APPOINTING RECEIVER FOR REHABILITATION OR LIQUIDATION" entered on
October 14, 1994, by the Xxxxxxxxx Xxxxxx X. Xxxxxx, Xx., presiding in the
Circuit Court of the City of

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Richmond, Virginia, in cause number HE-1059-1, styled COMMONWEALTH OF VIRGINIA,
ex rel. STATE CORPORATION COMMISSION AND XXXXXX X. XXXXXX, COMMISSIONER OF
INSURANCE V. HOME WARRANTY CORPORATION, HOME OWNERS WARRANTY CORPORATION, HOW
INSURANCE COMPANY, A RISK RETENTION GROUP, AND XXXXXX X. XXXXXXX, TREASURER OF
VIRGINIA; b) that certain "PERMANENT INJUNCTION" entered on October 17, 1994,
by the Xxxxxxxxx Xxxxxx X. Xxxxx presiding in the United States District Court
for the Eastern District of Virginia, Richmond Division, in cause number
3:94CV742, styled COMMONWEALTH OF VIRGINIA, ex rel. XXXXXX X. XXXXXX
COMMISSIONER OF INSURANCE STATE CORPORATION COMMISSION V. HOW INSURANCE
COMPANY, a RISK RETENTION GROUP. HOME WARRANTY CORPORATION, and HOME OWNERS
WARRANTY CORPORATION; and c) the predecessor temporary orders of said Courts.

1.1.29. "Records" means any and all originals and copies tin
whatever form) of letters, correspondence, communications, memoranda,
agreements, financial statements, tax returns, schedules, notices, proposals,
studies, reports, worksheets, printouts, charts, calculations, work papers,
manuals, notes, instructions, drafts, telephone logs, telecopies, messages,
analyses, billing or credit statements, invoices, microfiche, records
maintained in machine readable form, computer tapes, cartridges and diskettes,
and any and all other records in any way relating to the administration of the
Policies, which are placed in the possession, custody or control of Contractor
by the Company or produced, prepared, received or transmitted by Contractor,
all of which shall be and remain the sole and exclusive property of the
Company.

1.1.30. "Refund Fee For Claims Below Minimum Paid Claims
Count" means, as to a particular Calendar Year, the dollar product obtained by
multiplying the number of Paid Claims Below Minimum for such Calendar Year
times SEVEN HUNDRED AND FIFTY DOLLARS ($750).

1.1.31. "Service Coordinator" means any Person designated as
such by the Deputy Receiver to oversee Contractor's performance under this
Agreement.

1.1.32. "Services" means those services described in Schedule
1 attached hereto, and all services incidental to or inferable from the
services so described. The Services shall not include any work related to the
Company's accounting, actuarial and investment functions other than those
Services listed in Schedule 1.

1.1.33. "Special Deputy Receiver" means Xxxxxxx X. Xxxxxxx or
his successor, in his capacity as Special Deputy Receiver of the Company.

1.1.34. "Term" means the period commencing on the Effective
Date and ending December 31, 2007 (unless mutually extended by the parties), or
the date this Agreement is sooner terminated pursuant to Article 5.

1.1.35. "Transition Period" means the period commencing on
the Effective Date and ending the day that (a) (i) all Company operations
related to

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the Services are relocated to Contractor's business facilities at 000 Xxxxxxx
Xxxxxx, Xxxx Xxxxx, Xxxxx; (ii) the Contractor has assumed full operational
responsibility for the Services described herein and at Schedule 1; and (iii)
other transitional requirements set forth at Sections 2.20, 2.21 and 2.21.1
have been satisfied by the Contractor (unless mutually extended by the
parties), or (b) the date this Agreement is sooner terminated pursuant to
Article 5.

Section 1.2 Other Definitions. Terms defined elsewhere in this
Agreement have the meanings ascribed to them herein.

ARTICLE 2.

TERMS OF ENGAGEMENT

Section 2.1 Engagement. The Company hereby engages Contractor as a
third party administrator of the Policies. Contractor hereby accepts such
engagement and agrees to perform the Services in accordance with this Agreement
and as more specifically set forth at Schedule 1. Contractor shall be
considered a "Consultant" of the Receiver, Deputy Receiver and/or Special
Deputy Receiver as that term is used in the Receivership Orders.

Section 2.2 Maintenance of Records. Contractor shall maintain Records
relating to the Policies in accordance with the Manuals and reasonable and
prudent standards of insurance record-keeping. The Service Coordinator and the
Deputy Receiver shall have the right to examine Records at the offices of
Contractor during normal business hours after reasonable notice, and to make
such copies of Records as the Service Coordinator and the Company may deem
appropriate. The provisions of this Section 2.2 shall survive the termination
of this Agreement until the Records are delivered to the Company in accordance
with Section 5.3 below.

Section 2.3 Ownership of Records. Notwithstanding any other provision
of this Agreement, the Parties acknowledge that all Records received by
Contractor from the Company are and shall remain the property of the Company.
Further, all Records received by Contractor from claimants, subcontractors and
other parties in the course of providing Services hereunder, shall become the
property of the Company upon such receipt. Contractor shall be permitted to
maintain possession of the Records received from the Company or any such
claimants, subcontractors and other parties for the purpose of providing
Services hereunder until this Agreement is terminated or until the Company
earlier directs under circumstances which would not Materially impair the
ability of Contractor to perform hereunder.

Section 2.4 Notice of Claims. Contractor shall notify the Service
Coordinator within 30 days after first becoming aware of any actual or
potential legal, administrative or other claim against the Company of which the
Company is not aware. However, notwithstanding the foregoing, Contractor shall
notify the Service Coordinator within a sufficient period of time to permit an
answer to be filed by the Deputy Receiver if a lawsuit or administrative action
has been filed against the Company. Contractor is not authorized by the Deputy
Receiver to accept

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service of any legal process in connection with litigation, administrative
actions, or other adversary matters filed against the Company or the Deputy
Receiver.

Section 2.5 Attendance at Meetings. Contractor shall attend such
meetings and conferences, and participate in such consultations, as the Deputy
Receiver (and the Service Coordinator) may reasonably require or as is
otherwise reasonably necessary in the Deputy Receiver's view, to perform the
Services in accordance with this Agreement. The Deputy Receiver (or the Service
Coordinator) may require Contractor to travel to the offices of the Deputy
Receiver, Special Deputy Receiver and the Service Coordinator. Any actual and
reasonable out-of-pocket travel expenses (for air and ground transportation,
meals and lodging) incurred by the Contractor attending meetings and
conferences may be reimbursed to Contractor, up to an aggregate $2,250 per trip
for such substantiated expenses.

Section 2.6 Conflicts of Interest. Contractor must refrain from
engaging in any business activities that would constitute a conflict of
interest or the appearance of a conflict of interest, unless the conflict or
apparent conflict is first waived in writing by the Company after full
disclosure in each instance. For this purpose, a "conflict of interest" means
any business activity undertaken by Contractor for its own account, or for the
account of a Person other than the Company, that directly relates to any aspect
of the Company's business or affairs or that is directly adverse to the
interests of the Company. With respect to the Company's claims, Contractor will
refrain from adjudicating, or from taking any action which might affect the
adjudication of, any claim, claims matter, or any claims policy and guideline
decision of the Company that might affect the insurance policy liabilities of
Guarantor, Millers Casualty Insurance Company, or any insurance affiliate of
the Millers Group of Companies. Contractor shall forward such claims, claim
matters, or claims policy and guideline issues and files to the Service
Coordinator so that these issues and matters may be resolved or adjudicated by
a Person other than Contractor. The following situations or matters shall not
constitute an actual or apparent conflict of interest for Contractor: claims or
reinsurance administration, underwriting functions, and other insurance
functions performed by or on behalf of Guarantor, Millers Casualty Insurance
Company, or any insurance affiliate of the Millers Group of companies;
provided, however, that a conflict of interest shall be deemed to exist in any
circumstance in which coverage for a particular home, occurrence, Person or
entity is alleged to exist, or may exist simultaneously under Policies issued
by the Company and policies of insurance, or administration contracts, to which
Contractor or its affiliates are parties, including, but not limited to,
reinsurance agreements.

Section 2.7 Compliance with All Applicable Laws. In connection with
its performance hereunder, Contractor shall comply and, to the extent of the
Services to be provided by Contractor hereunder, use its best efforts to ensure
that the Company complies with All Applicable Laws.

Section 2.8 Compliance with Manuals. Contractor shall comply with the
rules, policies, procedures, and standards of the Company set forth in the
Manuals throughout the Term. Contractor shall maintain the Manuals and update
the Manuals as necessary to ensure compliance by the Company and Contractor
with All Applicable Laws.

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Section 2.9 Legibility of Records. Contractor shall ensure the
legibility of all Records stored on microfiche, and shall maintain on its
premises equipment to view or read the microfiche and to reproduce data on
microfiche into legible hard copies. Contractor shall furnish the Service
Coordinator and Company with copies of Records as requested, in a mutually
acceptable form. Each time Contractor processes data from a Policy into its
computer system, Contractor shall us-e its best efforts to verify that the data
processed complies with the Service Coordinator's and the Company's
record-keeping requirements, as set forth in the Manuals.

Section 2.10 Disbursements. Contractor shall disburse funds to the
policyholders or Home Owners only in accordance with the Manuals and only with
the specific written authorization of the Deputy Receiver or the Service
Coordinator. A separate bank account shall be established and maintained by the
Company to be used exclusively for such disbursements (the "Disbursement
Account"). Contractor shall notify the Deputy Receiver or the Service
Coordinator daily of funds to be disbursed from the Disbursement Account. As
soon as practicable, but within no more than two (2) business days of receiving
notification, the Deputy Receiver or the Service Coordinator will
electronically transfer such funds to the Disbursement Account for disbursement
by Contractor. The approval of the Service Coordinator shall be required prior
to Contractor's disbursement of any check in excess of TEN THOUSAND DOLLARS
($10,000). For any check in excess of $20,000, approval of the Special Deputy
Receiver shall be required.

Section 2.11 Delivery and Collection of Company Assets. Contractor
will faithfully pursue rights of action and will seek the collection and
recovery of certain property, assets, and rights of action belonging to the
Company. Contractor is not required to file or institute any legal actions, or
to pay the costs of any recovery litigation or third-party recovery expenses,
related to the pursuit of rights of action or the recovery of property and
assets. All property and assets collected by the Contractor shall be delivered,
assigned or paid promptly to the Service Coordinator for the benefit of the
Company.

Section 2.12 Loss of Data. Contractor shall be liable to the Company
for the loss or destruction of, or damage to, the Company's data, material or
property in the custody, control or possession of Contractor, however caused,
unless the loss, destruction or damage to such data is caused by the Service
Coordinator or the Company.

Section 2.13 Standard of Care. Contractor shall adhere to the industry
standard of care for a contractor engaged in the type of business and providing
the type of services which are contemplated in this Agreement. Without limiting
the generality of the foregoing, the Services must be performed by Contractor
in a prompt and efficient manner as set forth in this Section 2.13.

Section 2.14 Reports. Contractor shall prepare and deliver to the
Service Coordinator, the reports set forth in Schedule 6 in a prompt and
efficient manner. All reports must be accurate, complete and in hard copy
format with complete backup on microfiche. If the Special Deputy Receiver
requests that the reports be placed on magnetic media, it should be in the form
of a data

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cartridge tape or CD-ROM. Compatible software and hardware would be designated.
Documents provided in any magnetic media format should be compatible with
standard Windows-based software for word processing, spreadsheet, and database
applications for IBM compatible computers. If Contractor becomes aware of any
error(s) in any report prepared by Contractor, Contractor shall immediately
correct the error(s) in an amended report clearly marked as such (with such
error(s) clearly noted therein) and promptly send such amended report to the
Service Coordinator.

Section 2.15 Subcontracts. Contractor may not subcontract with any
other party to perform Services that Contractor is required to perform
hereunder, without the prior written consent of the Special Deputy Receiver (or
Service Coordinator). Contractor may, at its own expense, hire consultants or
independent contractors to work on Contractor's in-house computer system.
Contractor shall be fully responsible for the work performed by subcontractors,
consultants and independent contractors in connection with this Agreement.

Section 2.16 Fraud Prevention. Contractor shall ensure such control of
its accounting and financial transactions, including claim and policy
transactions, as is reasonably and prudently necessary to protect against loss
of the Company's assets and property from theft, error or fraudulent activity
on the part of Contractor's employees or third parties. Contractor will
establish and enforce guidelines and procedures to detect fraudulent claims so
as to protect the Company against loss of assets and property.

Section 2.17 Disaster Recovery Plan and Record Retention. Contractor
shall maintain throughout the Term a disaster recovery plan reasonably
acceptable to the Company in all respects. For this purpose, the disaster
recovery plan shall be initially acceptable to the Company if, no later than
the Effective Date, Contractor has adopted the same plan as the plan utilized
by The Millers Group dated September 20, 1994 (the "Disaster Recovery Plan")
with respect to its insurance company operations and the protection of its
policyholder records; provided, however, that any amendments to the Disaster
Recovery Plan after the Effective Date shall modify the disaster recovery plan
under this Agreement only if approved by the Service Coordinator in writing.
Contractor shall retain all Records of the Company, except such hard copy
Records as may be destroyed by Contractor after six (6) years as provided
herein, throughout the Term of this Agreement. Hard copy Records shall be
maintained for a period of six (6) years after receipt by, or the production of
such Records to, the Contractor. Following the expiration of such six (6) year
period, the Company's Records shall be kept on microfiche or other magnetic
media acceptable to the Deputy Receiver. All Records will be returned promptly
to the Deputy Receiver or Service Coordinator, in accordance with instructions
provided by either of them, after the termination of this Agreement.

Section 2.18 Other Acts. Contractor shall perform any other act
reasonably necessary or proper in the prudent administration of the Policies,
in compliance with this Agreement and All Applicable Laws. It is understood and
agreed that refinement and detailing will be accomplished from time to time
with respect to the Services set forth in Schedule 1. Such refinement and
detailing shall not constitute Additional Services unless it results in
Material changes in the scope, quality, function, or intent of the Services not
reasonably inferable or anticipatable by a

contractor engaged in the type of business and providing the type of services
which are contemplated in this Agreement.

Section 2.19 Determination of Conversion Date. The Company shall
advise Contractor i-n writing of the date on which the Company deems the
Transition Period ended and Conversion to have been completed, and such date
shall be conclusively presumed to be the Conversion Date for purposes of this
Agreement.

Section 2.20 21 Day Transition Period. During the period commencing on
the Effective Date and ending twenty-one (21) days after such date, Contractor
shall be actively involved with Company personnel and representatives of the
Service Coordinator and the Company in order to ensure the continuity of
customer service practices, policy and claims administration, transfer of
various furniture, fixtures and equipment, assumption of certain leases and
retention of, as employees of Contractor, current Company personnel. During
this twenty-one (21) day "Transition Period", Contractor shall, without
limitation, do the following:

2.20.1. Employment Matters. Contractor may offer employment
to any then current Company employee, and the terms of any employment offer or
employment arrangement shall be at the sole discretion of Contractor.

2.20.2. Contractor's Purchase of Company Assets. Contractor
shall assume all current Company service or maintenance arrangements, etc. for
Company property and equipment sold to Contractor on or before the Conversion
Date. No later than the Conversion Date, Contractor will purchase the Company's
current computer systems (including hardware and software the "Computer
Systems")), as set forth on Schedule 3, for a purchase price of TWO HUNDRED AND
FIFTY THOUSAND DOLLARS ($250,000). Contractor may purchase furniture, fixtures
and other equipment (hereinafter collectively referred to as "Other Property")
currently located at the Company's offices at 000 Xxxx Xxx Xxxxxxx Xxxxxxxxx,
Xxxxxx, Xxxxx as set forth on Schedule 3. Contractor will submit within ten
(10) days from the Effective Date a proposal to purchase the Other Property, in
whole or in part, specifying in detail the purchase price it proposes to pay
for each of the assets comprising the Other Property, and on terms that are
acceptable to Contractor. The Contractor's purchase proposal for the Other
Property shall represent an irrevocable offer of the Contractor during the
Transition Period and, notwithstanding same, the Company may, at its option,
(1) sell any of the Other Property listed at Schedule 3 to other parties during
or after the Transition Period, (2) sell such Other Property to Contractor, or
(3) retain such Other Property as the Company sees fit. As to any assets sold
to Contractor, the Company shall execute such bills of sale, assignments and
other documents as are reasonably required to effect the purchase and sale of
such Company assets and the Contractor shall execute such assumption documents,
bills of sale, assignments and other documents as are reasonably required to
effect the purchase and sale of such Company assets on an "as is" basis and the
assumption of its service or maintenance contract arrangements applicable to
such purchase. In connection with the sale of any Company assets hereunder, the
Company makes no warranties, express or implied, as to the fitness or
merchantability of any asset sold.

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Section 2.21 45 Day Transition Period. During the period commencing on
the Effective Date and ending forty-five (45) days after such date, the
Company, its personnel and representatives shall work closely with the
Contractor in order that the Contractor be fully apprised of matters necessary
for it to assume full operational responsibility of the Company's affairs
related to the Policies and Services to be provided. By the end of the
Transition Period, but in any event before April 30, 1996, the Contractor shall
assume full operating responsibility for the Company's business affairs related
to the Services.

2.21.1. Relocation of Company Operations. Recognizing that
the Company may be required to vacate its business location on or before April
30, 1996, the Contractor shall exercise its best efforts to assist the Company
in moving all Company operations, retained and, if applicable, non-retained
employees, purchased and, if applicable, non-purchased property and equipment
to Contractor's business facilities located at 000 Xxxxxxx Xxxxxx, Xxxx Xxxxx,
Xxxxx prior to April 30, 1996. The Contractor shall bear the cost of, and be
responsible for, the transportation and delivery of any purchased equipment and
Other Property purchased by Contractor. All other costs of relocation shall be
borne by the Company.

ARTICLE 3.

COMPENSATION AND REIMBURSEMENT

Section 3.1 Scope. Contractor shall be compensated for the Services
rendered hereunder as provided in this Article 3.

Section 3.2 Initial Fee for Conversion. The Company shall pay
Contractor, within ten (10) business days after the Effective Date a one-time
fee of SIXTY-FIVE THOUSAND DOLLARS ($65,000) to offset front-end relocation
costs, for initial set-up and for achieving Conversion. If for any reason not
attributable to Contractor, the Conversion is not achieved, Contractor shall
refund fifty percent (50W) of the fee, or THIRTY-TWO THOUSAND FIVE HUNDRED
DOLLARS ($32,500) to the Company within ten (10) business days of demand
therefor. The Contractor shall refund one hundred percent (100W) of the fee, or
SIXTY-FIVE THOUSAND DOLLARS ($65,000), to the Company within ten (10) business
days of demand therefor if Conversion is not achieved because of any reason
attributable to Contractor and not the Company.

Section 3.3 Annual Service Fees After Conversion. Commencing on the
Conversion Date and thereafter, on the first day of each month (or fractional
month) within the Term of this Agreement, the Company shall pay Contractor
one-twelfth (1/12th) of the Annual Service Fee set forth at Section 1 of
Schedule 2 hereunder. Notwithstanding the foregoing, for Calendar Year 1996
only, the Company shall pay Contractor on the first day of each month the
amount due for such month, which shall be calculated by determining the total
number of months remaining for 1996 after the Conversion Date, and then
dividing by such number the Annual Fee for 1996 set forth on Schedule 2 herein.

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Section 3.4 Fees for Partial Month. For any portion of the Term after
the Conversion Date that is less than an entire calendar month, the portion of
the Annual Service Fees payable with respect to that month shall be prorated by
multiplying the monthly fee computed under Section 3.3 by a fraction, the
numerator of which is the number of days of such calendar month within the Term
and the denominator of which is the total number of days in such calendar
month. The provisions of this Section 3.4 shall survive the termination of this
Agreement.

Section 3.5 Additional Fee For Excess Paid Claims and Refund Fee For
Claims Below Minimum Paid Claims Count. The Company shall pay Contractor the
Additional Fee For Excess Paid Claims set forth at Section 2 of Schedule 2
hereunder. Absent any dispute by the Company regarding same, the Annual Fee For
Excess Paid Claims will be payable within thirty (30) days after presentation
by Contractor of a yearly report (`"Reconciliation") identifying the total Paid
Claims for the Calendar Year and identifying the Excess Paid Claims during such
Calendar Year. For purposes of determining Excess Paid Claims, once a claim is
paid in a particular Calendar Year, the claim shall be considered a Paid Claim
in such Calendar Year. Notwithstanding the foregoing, Contractor shall pay to
the Company a Refund Fee For Claims Below Minimum Paid Claims Count for each
Calendar Year in which there are Paid Claims Below Minimum. The Refund Fee For
Claims Below Minimum Paid Claims Count shall be payable thirty (30) days
following the end of such Calendar Year. Further, "takeover claim files" (claim
files open as of the Conversion Date) shall not be counted when the parties
calculate the total Paid Claims in any Calendar Year, and Contractor shall
assume the responsibility for such takeover claim files without further
compensation therefor. Notwithstanding the foregoing, takeover claim files
shall be counted as Paid Claims by the parties when determining whether there
are Paid Claims Below Minimum for any Calendar Year. Takeover claim files are
set forth on Schedule 4 herein, and this schedule shall be amended by the
parties to reflect claim files opened or closed between January 31, 1996, and
the Conversion Date.

Section 3.6 Additional Programming Fees. Contractor shall provide up
to one hundred (100) hours per year of custom programming to support the
reporting needs of the Company. Additional custom programming will be available
at the Company's request at a charge of $50.00 per hour, plus reasonable
expenses incurred by the Contractor. Additional custom programming shall
consist of new programs written by the Contractor to support special reports
and certain information requested by the Deputy Receiver or Service Coordinator
which are outside the scope or intent of the Services and not reasonably
inferable or anticipatable by a contractor engaged in the type of business, and
providing the type of services, which are contemplated in this Agreement. Any
programming necessary to support, maintain, refine, fix, improve, document or
upgrade the programs already written by the Deputy Receiver for the Company's
current computer systems shall not be considered additional programming but
shall be performed by Contractor as part of the Services. A partial list of
computer system program matters which need to be added, maintained, refined,
fixed, improved, documented or upgraded to the Company's current computer
systems is set forth on Schedule 5 herein. The production of existing reports,
modification of such existing reports to satisfy regulatory, auditor, or the
Deputy Receiver's requirements, shall not be considered additional programming.
The Service Coordinator shall notify Contractor of such custom programming
needs and have sole discretion

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as to whether a project requires custom programming or whether such programming
is necessary for projects in Contractors ordinary course of business under this
Agreement.

Section 3.7 Taxes. Contractor shall be responsible for all applicable
sales, use, administrative service and other taxes payable in connection with
Contractor's administration of the Policies. Contractor shall also be
responsible for all payroll taxes arising from the employment of any former
Company employee retained by the Contractor as its employee and in no event
shall any such former employee be considered an employee of the Company or the
Service Coordinator after employment by the Contractor. Contractor shall
further be responsible for all filings of applicable tax returns or reports
applicable to its employees, sub-contractors, and third parties who perform
services on behalf of the Company, including, without limitation, IRS Forms
940, 941, 1099, X-0, X-0, etc.

Section 3.8 Additional Services. If the Deputy Receiver desires that
Contractor render Additional Services, the Deputy Receiver shall provide
written notice to Contractor of that desire, and during the thirty (30) days
following the giving of such notice, the Deputy Receiver and Contractor will
negotiate in good faith regarding the provision of such services at a
reasonable cost and on reasonable terms. The Deputy Receiver and Contractor
will have the absolute right not to enter into any agreement with respect to
the provision of Additional Services. Except as otherwise agreed, Contractor
shall xxxx the Company on or before the first day of the second month following
the month in which charges for Additional Services are incurred and will submit
with its invoice a tabulation of the hours and dates on which the Additional
Services were furnished, if applicable, and such other data supporting the
charges as the Company ma? reasonably request. The Service Coordinator shall
pay each approved invoice for agreed Additional Services within thirty (30)
days of receipt, unless otherwise agreed. If Contractor does not xxxx the
Company for such charges within thirteen (13) months after the month in which
the charges accrued, Contractor shall be conclusively presumed to have waived
such charges.

Section 3.9 Contractor's Overhead. The fees to be paid to Contractor
pursuant to this Article 3, and the travel expenses to be reimbursed to
Contractor pursuant to Section 2.5, constitute the entire compensation and
reimbursement to which Contractor shall be entitled under this Agreement or in
connection with its administration of the Policies, all of which compensation
shall be paid as a priority administrative expense of the Company as and when
due. Except to the extent specifically set forth in this Article 3, Section 2.5
and Schedule 2, Contractor is not and shall not be entitled to any other
compensation or reimbursement of any kind or character. No part of Contractor's
general overhead, administrative or direct or indirect expenses shall be
reimbursed by the Company.

Section 3.10 Costs of Third Parties and Third Party Litigation.
Contractor will not be responsible for the costs of litigation relating to
claims being processed by Contractor in accordance with this Agreement that
arise from disputes between or among the Company, Home Owners, policyholders or
other Persons, so long as Contractor complies with this Agreement and with the
Company's Manuals, rules and procedures regarding the processing of those
claims and the interpleading of any funds associated therewith. The Company
shall pay the reasonable loss

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adjustment fees and expenses of engineers, inspectors, adjusters, attorneys,
and other amounts incurred with third parties related to the adjudication of
the Company's claims hereunder.

Section 3.11 Suspension of Performance. If the Company fails to make
any undisputed payment properly due and owing to Contractor hereunder within
fifteen (15) business days after the Company's receipt of written notice of
such failure to pay, Contractor may, in addition to exercising its other rights
and remedies under this Agreement, at law or in equity, suspend performance of
Services until such payment is made.

ARTICLE 4.

REPRESENTATIONS AND WARRANTIES

Section 4.1 Representations of Contractor. Contractor represents and
warrants to the as of the Effective Date Company that:

4.1.1. Due Organization. Contractor is a stock corporation chartered
by the State of Texas, duly organized, validly existing and now in good
standing under the laws of the state of its incorporation. Contractor has all
corporate power and authority required to execute, deliver and perform this
Agreement.

4.1.2. Authority. The execution, delivery and performance of this
Agreement have been duly authorized by all necessary action of the directors
and officers (or their equivalents) of Contractor and Guarantor.

4.1.3. No Violation. The execution, delivery and performance of this
Agreement does not and will not contravene or violate any law, rule,
regulation, order, writ, judgment, injunction, decree, determination or award
of any court, bureau, commission, governmental agency or administrative body to
which Contractor is subject, or constitute a breach or violation of, or result
in a default (with or without the giving of notice or the lapse of time or
both) under, any indenture, contract, agreement, instrument or other commitment
to which Contractor is a party or by which Contractor may be bound or affected.

4.1.4. No Litigation. No outstanding orders, decrees or judgments or
legal actions, suits, proceedings, administrative actions, strikes, labor
disputes or investigations are pending or, to Contractor's knowledge,
threatened against Contractor or the Guarantor which would individually or in
the aggregate Materially and adversely affect Contractor or that would
Materially impair Contractor's ability to perform its obligations hereunder.

4.1.5. Enforceability. This Agreement constitutes a legal, valid and
binding agreement of Contractor, enforceable against Contractor in accordance
with its terms, except as limited by bankruptcy, insolvency, receivership and
similar laws from time to time in effect.

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4.1.6. Licenses and Permits. Contractor has obtained all licenses and
permits necessary to legally execute, deliver and perform the Services.

4.1.7. Skills and Experience. Contractor (a) possesses the skills and
experience needed to perform the Services in accordance with this Agreement,
(b) shall devote sufficient resources to this project to enable Contractor to
achieve Conversion promptly, and (c) shall perform all Services in accordance
with Schedule 1, the Manuals and the industry standard of care for a contractor
engaged in the type of business, and providing the type of services, which are
contemplated in this Agreement.

4.1.8. On the Conversion Date, Contractor shall give such further
assurances as are necessary, in the judgment of the Company, to effect the
Conversion, including a representation and warranty to the Company that its
representations made pursuant to this Section 4.1 are true and correct as of
the Conversion Date and that no material change has occurred with respect to
the ability or financial condition of Contractor or Guarantor that would
materially adversely affect their respective abilities to perform under this
Agreement or the Guaranty.

Section 4.2 Deliveries On or Prior to Effective Date. This Agreement
shall not be effective unless the Contractor delivers to the Deputy Receiver
the following documents on or prior to the Effective Date:

4.2.1. Certificate of Good Standing of the Contractor and the
Guarantor issued by the Secretary of State as of a date no later than three (3)
days prior to the Effective Date;

4.2.2. The Guaranty, attached as Exhibit B, executed by
Guarantor as of the Effective Date;

4.2.3. A copy of the fidelity bond and professional errors
and omissions insurance policy required pursuant to Section 7.3;

4.2.4. A Certificate of Incumbency for any Contractor and
Guarantor signatory; and

4.2.5. Such other documents, copies of filings, certificates
of incumbency, etc. as the Company or the Service Coordinator shall reasonably
request in connection with entering into this Agreement.

Section 4.3 Representations of the Company. The Company represents and
warrants to Contractor that:

4.3.1. Due Organization. Each of the companies comprising the
Company is a corporation chartered by the following states, duly organized and
validly existing under the laws of their respective states of charter, except
that each is in receivership:

HWC: Delaware
HOW: District of Columbia
HOWIC: Commonwealth of Virginia

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4.3.2. Authority. The Company has all requisite power and
authority to execute, deliver and perform this Agreement.

4.3.3. Approvals. The execution, delivery and performance of
this Agreement by the Company has been duly authorized by all necessary
regulatory and other action required of the Company therefor and has been
approved by all parties whose approval is required.

4.3.4. Enforceability. This Agreement shall constitute a
legal, valid and binding agreement of the Company, enforceable against the
Company in accordance with its terms, except as limited by insolvency,
receivership and similar laws from time to time in effect and by the terms of
the Receivership Orders.

ARTICLE 5.

TERMINATION

Section 5.1 Termination. This Agreement may be terminated upon the
occurrence of any of the following events:

5.1.1. Without Cause. At the option of the Company, upon one
hundred eighty (180) days' prior written notice of termination to Contractor,
without cause.

5.1.2. Breach. At the option of either party, upon thirty
(30) days' prior written notice of termination to the other-party, for any
Material breach by such other party of this Agreement if the party in breach
does not cure the breach within thirty (30) days after its receipt of written
notice of the breach. Without limiting the generality of the foregoing,
Contractor's violation of Section 5.4 or 7.3 below, or failure to meet one or
more of the Services listed at Schedule 1 or the Manuals, shall constitute a
Material breach of this Agreement.

5.1.3. Insolvency of Contractor. At the option of the Deputy
Receiver, upon ten (10) days' prior written notice of termination to Contractor
if (i) a receiver, custodian or trustee is appointed for Contractor or all or
substantially all its assets, which appointment is not contested, or if
contested is not vacated within ninety (90) days following the date of such
appointment, (ii) a petition is filed by or against Contractor under any
present or future section or chapter of the Bankruptcy Code (11 U.S.C. xx.xx.
101 et seq.), or under any similar law or statute of the United States or of
any state (which, in the case of an involuntary proceeding, is not contested,
or if contested is not permanently discharged, dismissed, stayed or vacated, as
the case may be, within ninety (90) days of commencement), or any order for
relief (other than a petition under the Bankruptcy Code) is entered against
Contractor in any such proceedings, (iii) Contractor becomes insolvent or
admits its insolvency, (iv) Contractor takes any corporate action with a

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view toward dissolution or liquidation or ceases to do business, (v) Contractor
makes a transfer in fraud of creditors or makes a general assignment for the
benefit of creditors, (vi) any other event of Contractor insolvency occurs, or
(vii) any events described in (i) through (vi) occurs with respect to The
Millers Group of Companies, including Millers Mutual Fire Insurance Company and
Millers Casualty Insurance Company.

5.1.4. Delay in Conversion. At the option of the Deputy
Receiver, upon ten (10) days' written notice of termination to Contractor, if
Conversion has not been completed by April 30, 1996.

5.1.5. Illegal Acts. At the option of the Deputy Receiver,
effective immediately upon the delivery of written notice to Contractor, if
Contractor commits any substantial and Material illegal or fraudulent act in
connection with this Agreement.

Section 5.2 Effect of Termination. The termination of this Agreement
for any reason shall not affect any right, obligation, debt or liability which
has accrued under this Agreement on or before the date of such termination or
that accrues after the date of such termination under any provision of this
Agreement that extends beyond such termination; provided, that, at the option
of the Company, it may promptly reacquire the Computer Systems previously sold
to Contractor pursuant to Section 2.20.2 at a mutually agreed upon price
representing the then fair market value of the computer system; provided, that
if Contractor has breached this Agreement, the Company shall be entitled to
offset accrued fees and any other amounts owed to Contractor against the losses
incurred or likely to be incurred by the Company by reason of such breach. If
either party-defaults under this Agreement, the other party may exercise any
and all rights, remedies and recourses granted under this Agreement or now or
hereafter existing at law or in equity.

Section 5.3 Final Accounting. As soon as reasonably possible after the
termination date of this Agreement, by lapse of time or otherwise, Contractor
and the Deputy Receiver will jointly prepare a final accounting that reflects
the accrued fees and other amounts payable to Contractor for the year in which
this Agreement terminates. The Deputy Receiver shall not be obligated to pay
Contractor for any Services performed during the final month of this Agreement
until Contractor (a) gives the Deputy Receiver all Records in Contractor's
possession and all Records contained in Contractor's computer systems in the
form outlined in Section 2.14 or in accordance with the Service Coordinator's
instructions, (b) provides reasonable assistance to the Deputy Receiver and the
Service Coordinator in transferring responsibility for administration of the
Policies to the Company or its designee, and (c) returns all funds or assigns
authority over funds in the Disbursement Account and any other bank accounts
held for the benefit of the Company, the Home Owners or the policyholders.

Section 5.4 Trust Funds. Notwithstanding any other provision of this
Agreement, it is expressly agreed that all funds (other than earned fees and
expense reimbursements) received by Contractor by reason of, or under, this
Agreement constitute trust funds held by Contractor in a fiduciary capacity and
shall never become the property of Contractor. In the event of this Agreement's
termination Contractor shall immediately return to the Deputy Receiver

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immediately, and without reduction, the full amount of all such funds.
Contractor further agrees to take no legal or other steps to exercise control
or acquire any rights to any such funds. It is expressly agreed that any action
by Contractor, or by any Person on Contractor's behalf, that violates this
section shall constitute a Material breach of this Agreement entitling the
Deputy Receiver, in addition to exercising its other rights and remedies under
this Agreement, at law or in equity, to declare an immediate and complete
forfeiture of any and all fees and expense reimbursements to which Contractor
may then be entitled hereunder. It is also agreed that this provision shall
survive termination of this Agreement and that the obligations arising
hereunder shall not be dischargeable in bankruptcy.

Section 5.5 Termination Fee. If termination arises from a termination
notice given to Contractor by the Company in accordance with Section 5.1.1, a
termination fee shall be due Contractor, as provided by this Section 5.5,
within thirty (30) days after the termination date, provided, that no fee shall
be due Contractor unless it has faithfully performed the Services herein and
otherwise complied with the terms of this Agreement. Termination date, as
provided by this Section 5.5, means the date which arises one hundred eighty
(180) days after written notice of termination by the Deputy Receiver. A
termination fee totaling ONE MILLION DOLLARS ($1,000,000) shall be due
Contractor if a termination notice is given to it by the Deputy Receiver,
pursuant to Section 5.1.1, within the first fourteen (14) months following the
Effective Date. If a termination notice is given to the Contractor by the
Deputy Receiver, pursuant to Section 5.1.1, after the first fourteen (14)
months but before the twentieth (20th) month following the Effective Date, a
termination fee is due Contractor, but this fee shall be reduced from ONE
MILLION DOLLARS ($1,000,000) to FIVE HUNDRED THOUSAND DOLLARS ($500,000). If a
termination notice is given to the Contractor by the Deputy Receiver, pursuant
to Section 5.1.1., at any time during the Term but after the first twenty (20)
months following the Effective Date, the Contractor shall not be entitled to a
termination fee of whatsoever nature. The termination fees referenced by this
Section 5.5 are not in lieu of other compensation due the Contractor under this
Agreement.

ARTICLE 6.

CONFIDENTIAL INFORMATION

Section 6.1 Confidential Information. As used herein, the term
"confidential information," as such term relates to the Company, includes the
Records and all other information that is acquired by Contractor as an incident
to its performance of this Agreement, that reasonably appears to be
confidential, that was treated by the Company or the Service Coordinator as
confidential, or that is designated as confidential or proprietary by the
Company or the Service Coordinator, and that had not become public information
prior to its disclosure by the Company or the Service Coordinator to Contractor
and, as such term relates to Contractor, means all information that is acquired
by the Company or the Service Coordinator from Contractor as an incident to its
performance of this Agreement, that reasonably appears to be confidential, that
was treated by Contractor as confidential, or that is designated as
confidential or proprietary by Contractor, and that had not become public
information prior to its disclosure by Contractor to the Company or the Service
Coordinator.

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6.1.1. Disclosure by Legal Process. Except as required by any
law or court order, including any subpoena, neither the Deputy Receiver nor
Contractor (each a "Non Disclosing Party") shall disclose or permit the
disclosure of any confidential information to anyone other than the other
party, its representatives, or Persons designated by the other party, before
and after termination of this Agreement, except as reasonably required for the
Nondisclosing Party's performance of this Agreement. If an attempt is made by
any Person to obtain confidential information from a Nondisclosing Party by
means of legal process, including court order or subpoena, the Nondisclosing
Party shall immediately notify the other party and shall reasonably cooperate
with the other party in its reasonable efforts (and at its expense) to resist
such attempts to obtain the confidential information from the Nondisclosing
Party.

6.1.2. Other - Disclosure. Each party shall disclose
confidential information only to its employees who require such information in
the ordinary course and scope of their employment, provided that such employees
shall have acknowledged and agreed to preserve such confidentiality, and that
party and such employees shall use such confidential information solely in
connection with their needs under this Agreement. However, such confidential
information disclosed to employees shall be marked "Confidential and subject to
a confidentiality agreement". In addition, Contractor will diligently protect
the confidentiality and privacy rights of all policyholders and Home Owners.

6.1.3. Infringement. Each party agrees not to infringe on any
patent, license, copyright or other proprietary right, and not to violate any
right (including the right to royalties or license fees), of the other party or
any other Person.

6.1.4. Publicity. Contractor agrees not to disclose any
information regarding the Company's business or affairs to representatives of
the news media without the prior written consent of the Deputy Receiver,
Special Deputy Receiver or their Authorized Representatives.

Section 6.2 Return of Confidential Information. Upon termination of
this Agreement, all confidential information of each party in the possession of
the other party, or in the computer systems of the other party in machine
readable form, shall be returned in mutually acceptable form to the party that
furnished the information to the other party.

Section 6.3 Unauthorized Use of Claims and Policy Information.
Contractor shall not use, and shall not permit any employee, agent or other
Person to use, before and after termination of this Agreement, lists of names
or other information relating to current or former policyholders and Home
Owners covered by such Policies of insurance, their general agents, agents or
solicitors, or any other information relating to the Services provided
hereunder in connection with any solicitation or attempt to market, in any
manner, any products or services without the prior written consent of the
Deputy Receiver, Special Deputy Receiver or their Authorized Representatives.

Section 6.4 No Improper Solicitation of Employees. Except as otherwise
provided herein, during the Term and for two (2) years thereafter, either party
shall not directly or

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indirectly solicit, attempt to employ or retain, or employ or retain any
employee or representative of the other party or the Service Coordinator as an
employee, independent contractor or otherwise, or take any other action to
induce any person to leave the employ of the other party or the Service
Coordinator or to terminate any employment relationship with the other party or
the Service Coordinator, without the prior written consent of the other party
or the Service Coordinator, as the case may be. Notwithstanding anything to the
contrary herein, it is expressly understood and agreed that Contractor may,
during the period prior to the Conversion Date, directly solicit and attempt to
employ or retain employees of the Company as provided at Section 2.20.1.

Section 6.5 Injunctive Relief. The parties acknowledge that if either
party fails to comply with its obligations under this Article 6, the other
party may suffer irreparable harm for which there may be no adequate remedy at
law. Accordingly, if either party fails to comply with its obligations under
this Article 6, then, in addition to its other remedies, the other party will
be entitled immediately to injunctive relief or any other appropriate equitable
remedy.

ARTICLE 7.

INDEMNIFICATION

Section 7.1 Duty to Indemnify. Contractor shall indemnify, defend and
hold harmless the Company from and against any and all liability, loss, costs,
damage or expense (including court costs and reasonable fees and costs of
attorneys) incurred by, imposed upon or asserted against the Company arising
from the Company's enforcement of this Agreement, Contractor's breach of this
Agreement, or Contractor's negligence, willful misconduct or actions outside
the scope of its authority under this Agreement. This indemnity shall survive
the expiration or earlier termination of this Agreement. Company shall
indemnify the Contractor for any liability, loss, costs, damage or expense
(including court costs and reasonable fees and costs of attorneys) sustained by
Contractor as the result of any action or error or omission of the Company
prior to the Conversion Date, or such actions or errors of the Company or the
Service Coordinator after the Conversion Date which do not involve the Services
provided by the Contractor. The Company's duty to indemnify under this Section
7.1 shall be limited to and capped by the total amount of any unpaid
compensation that may be due to the Contractor (as measured from the date that
such notice of potential liability was received in writing by the Contractor)
pursuant to Schedule 2 for the remaining Term of the Agreement assuming that it
is not terminated early. Any indemnity reimbursement required by this Section
7.1 shall be limited to and shall only be payable from the Company's assets as
a priority administrative expense of the Company.

Section 7.2 Notice of Claims. If Contractor receives a complaint,
claim, or other notice of any loss, claim, damage, liability or expense which
may give rise to a claim for indemnification under Section 7.1, Contractor
shall promptly notify the Service Coordinator and the Company of such
complaint, claim, or other notice.

Section 7.3 Professional Errors and Omissions Insurance and Fidelity
Bond. Throughout the Term of this Agreement, Contractor, at its own expense,
shall maintain

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professional errors and omissions insurance ("E&O Insurance") in the amount of
TEN MILLION DOLLARS($10,000,000) with an insurance carrier rated no less than
A-- by A.M. Best Company, with a financial size category greater than Category
VIII or above as defined by A.M. Best Company. Any change to another insurance
carrier or reducing the amount of professional E&O Insurance shall require the
Company's consent. Contractor shall also procure from an insurance company
which meets the ratings and financial size category as noted by this Section
7.3, a fidelity bond in the amount of TWO MILLION DOLLARS ($2,000,000). Such
fidelity bond shall be maintained throughout the Term and shall be in form and
content satisfactory to the Company, to protect the Company against loss
arising from theft, error or fraudulent activity on the part of third parties
or the employees of Contractor. The cost of the bond shall be borne exclusively
by Contractor. The fidelity bond and E&O Insurance shall specify that thirty
(30) days' notice of cancellation shall be provided to the Deputy Receiver.
Contractor shall provide the Deputy Receiver with a copy of the fidelity bond
and E&O Insurance and evidence of payment as a condition precedent to
effectuating this Agreement and to the payment of any fees for Services
hereunder. Any renewal and substitute fidelity bond or E&O Insurance shall be
delivered to the Deputy Receiver, along with evidence of payment in full of all
premiums required thereunder, at least fifteen (15) days before termination of
the fidelity bond or E&O Insurance being renewed or substituted.

ARTICLE 8.

MISCELLANEOUS PROVISIONS

Section 8.1 Non-Discrimination. Neither the Company nor Contractor
will unlawfully discriminate, directly or indirectly, against any person
because of disability, race, color, creed, sex or national origin, in
performing this Agreement or any matter incident thereto.

Section 8.2 Examination of Contractor Business Records. The Deputy
Receiver or the Service Coordinator shall have the right to inspect the
business records and operational procedures of Contractor with respect to the
Company and this Agreement at any and all reasonable times and places, and to
make such copies of such business records as the Deputy Receiver or the Service
Coordinator may deem appropriate.

Section 8.3 Amendment. No amendment or modification of any provision
of this Agreement shall be effective unless embodied in a writing signed by
both parties.

Section 8.4 Force Majeure. Subject to Contractor's compliance with
Section 2.15 above, neither party shall be considered in breach of this
Agreement or have any liability to the other party for any failure to perform
its obligations hereunder if such breach or failure arises out of an
intervening act, occurrence or event that is not caused by that party which
substantially impairs the ability of that party to perform under, or in
accordance with, this Agreement. Intervening acts, occurrences and events
include: (a) any action taken or failed to be taken by the Service Coordinator
in regard to the Policies materially impacting the ability of the Contractor to
adequately perform the Services required of Contractor, (b) a declaration of a
banking

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moratorium or any suspension of payments in respect of banks in the
United States, (c) a commencement of war or armed hostilities or escalation of
existing hostilities directly involving the United States, (d) armed
insurrection or civil unrest, a natural disaster or any other unprecedented
cataclysmic event in Richmond, Virginia, Fort Worth, Texas, or in such other
location as would affect the ability of any party to perform hereunder, (e) a
fundamental change in the laws affecting the regulation of the business of
insurance.

Section 8.5 Service Coordinator. Contractor acknowledges that at such
time as the Service Coordinator is appointed by the Deputy Receiver, the
Service Coordinator shall be authorized and directed by the Deputy Receiver to
oversee Contractor's performance under this Agreement. Contractor and the
Service Coordinator shall meet periodically to discuss matters of policy, asset
recovery, claim administration, customer service, and Company operations.
Contractor is hereby authorized and directed by the Deputy Receiver to observe
faithfully all instructions of the Service Coordinator. The Service Coordinator
will be empowered by the Deputy Receiver to exercise, in the name and on behalf
of the Deputy Receiver, all power and authority of the Deputy Receiver under
this Agreement. Service Coordinator shall be entitled to all the indemnities
and protections afforded the Company and the Deputy Receiver as set forth
herein. The Deputy Receiver may designate a new service coordinator at any time
upon three (3) days' written notice to Contractor. Contractor will use its best
efforts to cooperate with and abide by the requests of Service Coordinator.

Section 8.6 Notices. Unless otherwise agreed by the parties, any
notices, document or reports or deliveries of Records required or permitted to
be given to either party in connection with this Agreement shall be delivered
personally, sent by overnight courier service, sent by facsimile transmission,
or mailed by express mail or registered or certified mail, in any case, return
receipt requested, or other similar means which results in written evidence of
receipt by the addressee to the address of such party set forth below, and
shall be effective upon receipt thereof by the addressee unless otherwise
provided by this Agreement:

If to the Company:

Xxxxxxx X. Xxxxxxx
Special Deputy Receiver
HOW Insurance Company
c/o Cantilo, Xxxxxx & Xxxxxxx, L.L.P.
000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Facsimile: (000) 000-0000

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with a copy to:

Xxxx X. Xxxxxxx
Counsel to the Deputy Receiver
HOW Insurance Company
c/o Cantilo, Xxxxxx & Xxxxxxx, L.L.P.
000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Facsimile: (000) 000-0000

with a copy to:

SERVICE COORDINATOR to a Person and address as may be
designated by the Deputy Receiver at a later date.

If to Contractor:

Xxxx X. Xxxxxxxx
President & Chief Operating Officer
MiliRisk
000 Xxxxxxx Xxxxxx
Xxxx Xxxxx, XX 00000-0000
Facsimile: (000) 000-0000

or to such other address or addresses as either party may specify in a notice
given to the other party in the manner prescribed above.

Section 8.7 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Virginia,
notwithstanding that it shall be deemed to be performable in Dallas or Tarrant
Counties, Texas. Venue for any cause of action between the parties shall be
deemed to be exclusively in the Commission or other state court of competent
jurisdiction in Richmond, Virginia.

Section 8.8 Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such a manner as to be effective and valid
under All Applicable Laws. However, if any provision of this Agreement or the
application thereof to any Person or circumstance shall be held invalid or
unenforceable, the remainder of this Agreement, and the application of such
provision to Persons or circumstances other than those as to which it is
invalid or unenforceable, shall not be affected.

Section 8.9 Benefit and Assignment. This Agreement shall be binding
upon and shall inure to the benefit of Contractor and the Deputy Receiver and
their successors and permitted assigns. Contractor may not assign or transfer
any of its rights, privileges or powers or delegate any of-its duties or
obligations under this Agreement, voluntarily or by operation of law, without

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the prior written consent of the Deputy Receiver. Any attempted assignment in
violation of this section shall be void.

Section 8.10 Headings. The headings contained in this Agreement are
for convenience only and shall not affect the construction of any provision of
this Agreement.

Section 8.11 Counterparts. Any number of counterparts of this
Agreement may be executed and delivered, and each shall be considered an
original, and together they shall constitute one Agreement.

Section 8.12 General Terms. The definitions in Article 1 and elsewhere
in this Agreement shall apply equally to both the singular and plural forms of
the terms defined. Whenever the context may require, any pronoun shall include
the corresponding masculine, feminine and neuter forms. The words "include",
"includes" and "including" shall be deemed to be followed by the phrase
"without limitation". The words "hereof", "hereto", "herein", "hereunder" and
other words of similar import shall be deemed to refer to this Agreement as a
whole.

Section 8.13 Independent Contractor. Contractor shall act subject to
the oversight of the Deputy Receiver and the Service Coordinator in performing
this Agreement. However, the Deputy Receiver and the Service Coordinator shall
not have the right to control the details of Contractor's work and, therefore,
Contractor shall be an independent contractor. Contractor shall not be
considered a partner, joint venturer or associate of the Company, the Deputy
Receiver and the Service Coordinator. Contractor shall be a fiduciary of the
Deputy Receiver and shall comply with all the obligations of a fiduciary, in
connection with its issuance of checks, handling of financial matters on behalf
of the Deputy Receiver and the performance of the Services hereunder.

Section 8.14 Complete Agreement. This Agreement and the exhibits and
schedules attached hereto represent the final and complete agreement between
the parties, and supersede all prior discussions, negotiations and agreements,
written or oral, related to the administration of the Policies.

Section 8.15 Construction. The parties hereby agree that the normal
rule of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this
Agreement or any exhibits or schedules attached hereto.

Section 8.16 Time. With respect to all provisions of this Agreement,
time is of the essence; provided, that if the final (but not any interim) date
of any period set forth herein falls on a Saturday, Sunday or legal holiday
under the laws of the Commonwealth of Virginia or the United States of America,
the final date-of such period shall be extended to the next day that is not a
Saturday, Sunday or legal holiday.

Section 8.17 No Implied Waivers; Remedies. No failure or delay on the
part of a party in exercising any right, privilege, power or remedy under this
Agreement, and no course of

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dealing shall operate as a waiver of any such right, privilege, power or
remedy, nor shall any single or partial exercise of any right, privilege, power
or remedy under this Agreement preclude any other or further exercise of such
right, privilege, power or remedy. No waiver shall be asserted against the
Company and the Deputy Receiver unless duly signed in writing on behalf of the
Deputy Receiver. The rights, privileges, powers and remedies available to the
parties hereto are cumulative and not exclusive of any other rights,
privileges, powers or remedies provided by statute, at law, in equity or
otherwise. Except as provided in this Agreement, no notice to or demand on a
party in any case shall entitle such party to any other notice or demand in any
similar or other circumstances or constitute a waiver of the right of the party
giving such notice or making such demand to take any other action in any
circumstances without notice or demand.

Section 8.18 Attorneys' Fees. In the event of any action between
Contractor and the Deputy Receiver seeking enforcement of any of the terms and
conditions of this Agreement, the prevailing party to such action shall be
awarded, in addition to damages, injunctive or other relief, its reasonable
costs and expenses, including its court costs and reasonable attorneys' fees.

Section 8.19 Dispute Resolution. Unless otherwise agreed, all disputes
between the Company and Contractor with respect to this Agreement shall be
resolved by appropriate proceedings brought before the Commission or other
state court of competent jurisdiction in Richmond, Virginia. No arbitration or
alternative dispute resolution procedure shall be used or available to resolve
any issue arising under or with respect to this Agreement.

Section 8.20 Travel. Contractor understands that the Company is
subject to the jurisdiction of the Commission (located in Richmond, Virginia)
and that the Company's principal place of business is in Richmond, Virginia.
Contractor acknowledges and agrees that Contractor shall have to travel to
Richmond, Virginia, Austin, Texas or other geographic locations to attend
meetings with the Deputy Receiver's representatives or the Service Coordinator
upon request.

Section 8.21 No Benefit to Others. The representations, warranties,
covenants and agreements contained in this Agreement are for the sole benefit
of the Deputy Receiver, the Company and Contractor and their successors and
assigns, and they shall not be construed as conferring any rights on any other
Persons.

Section 8.22 Consent. In any instance in this Agreement where the
consent or approval of the Deputy Receiver or the Special Deputy may be given
or is required, or where any determination, judgment or decision is to be
rendered by the Company, the granting, withholding or denial of such consent
and, except as stated herein, the rendering of such determination, judgment or
decision shall be made or exercised by the Deputy Receiver (or the Service
Coordinator) at its sole and exclusive option and in its sole and absolute
discretion. The Deputy Receiver may withhold, delay or condition its consent
for any or no reason. No consent by the Deputy Receiver required under this
Agreement shall be effective unless embodied in a writing signed by the Deputy
Receiver or his Authorized Representative, and then such consent shall be
effective only in the specific instance and for the specific purpose for which
given.

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Section 8.23 Representative Capacity. The parties acknowledge and
agree that the Deputy Receiver, Special Deputy Receiver, their Authorized
Representatives, and anyone acting on their behalf with respect to this
Agreement, shall be deemed to be a public officer acting in his or her official
capacity on behalf of the Commonwealth of Virginia and shall at all times be
relieved from individual liability for any and all actions taken or failed to
be taken by him or her, including any actions taken or failed to be taken in
good faith in reliance upon the opinion or advice of counsel, except to the
extent any such action or inaction constitutes willful misconduct or fraud.
Contractor acknowledges expressly that the Deputy Receiver and the Special
Deputy Receiver have full legal authority to bind and act for the Company. Any
action or notification required, or contemplated, from the Company hereunder
may be taken or provided by the Deputy Receiver or the Special Deputy Receiver.
Whenever in this Agreement reference is made to action by or against, or notice
from or to, the Company, such reference shall be deemed to include the Deputy
Receiver and the Special Deputy Receiver. In the event of conflict between
directions received by Contractor from the Service Coordinator and from the
Deputy Receiver or the Special Deputy Receiver, the directions received from
the Deputy Receiver or the Special Deputy Receiver shall take precedence.

[THIS SPACE INTENTIONALLY LEFT BLANK]

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EXECUTED AND DELIVERED this 12TH day of March, 1996.

THE COMPANY:

HOW Insurance Company, a Risk Retention Group, Home Warranty
Corporation and Home Owners Warranty Corporation In
Receivership For Rehabilitation Or Liquidation

By: /s/ XXXXXX X. XXXXXX
----------------------------------------------------------
Xxxxxx X. Xxxxxx, solely in his capacity
as Deputy Receiver

EXECUTED AND DELIVERED this 12th day of March, 1996.

CONTRACTOR:

Xxxxxx Integrated Resources, Inc., a Texas corporation, dba
MiliRisk,

By: /s/ F. XXXXXX XXXXXX, III
---------------------------------------------------------
Name: F. Xxxxxx Xxxxxx, III
Title: President and Chief Executive Officer

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