INSPIRE INSURANCE SOLUTIONS INC
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>11
<FILENAME>ex10-8.txt
<TEXT>
                                                                    Exhibit 10.8














                           SOFTWARE LICENSE AGREEMENT

                                     between

       INSPIRE INSURANCE SOLUTIONS, INC., debtor and debtor-in-possession

                                       and

                    ARROWHEAD GENERAL INSURANCE AGENCY, INC.

                            Dated as of May 14, 2002





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                           SOFTWARE LICENSE AGREEMENT


         THIS SOFTWARE LICENSE AGREEMENT, dated as of May 14, 2002 (the "Signing
Date"),  is  by  and  between  INSpire  Insurance   Solutions,   Inc.,  a  Texas
Corporation,  and debtor and  debtor-in-possession  ("INSpire"),  and  Arrowhead
General Insurance Agency, Inc. a Minnesota  Corporation  ("Customer" or "AGIA").
INSpire and Customer are sometimes  collectively  referred to as the  "Parties,"
and  individually  referred to as a "Party".  This Software  License  Agreement,
together with the Schedules and Exhibits  referenced herein and attached hereto,
are referred to as this "Agreement."

                                    RECITALS

         A.  INSpire   provides   certain  policy   processing,   servicing  and
administration services to Customer pursuant to a Policy Administration Services
Agreement, dated as of December 1, 1998 by and between INSpire and Customer (the
"Policy Administration Agreement").

         B. INSpire and Customer  desire to terminate the Policy  Administration
Agreement and to concurrently enter into various new agreements,  including this
Agreement, which will collectively establish a new business relationship between
the Parties.

         C. On February  15,  2002,  Inspire  voluntarily  filed a petition  for
relief under Chapter 11 of the United States  Bankruptcy  Code (the  "Bankruptcy
Code") with the United  States  Bankruptcy  Court for the  Northern  District of
Texas, Fort Worth Division (the "Bankruptcy Court"), which is administered under
Case No. 02-41228-DML (the "Bankruptcy Case").

         D. INSpire and Customer further desire that this Agreement,  as well as
the other  agreements  referenced  in it, shall only be effective and binding on
them  if (1)  all of such  agreements  are  approved  by a  final  order  of the
Bankruptcy Court acceptable in form and substance to Customer, and (2) INSpire's
rejection of the Policy Administration Agreement is approved by a final order of
the Bankruptcy Court acceptable in form and substance to Customer.

                             STATEMENT OF AGREEMENT

         NOW,  THEREFORE,  in  consideration  of the  promises  and  the  mutual
agreements,  covenants,   representations  and  warranties  set  forth  in  this
Agreement and for other good, valid and binding  consideration,  the receipt and
sufficiency  of which are hereby  acknowledged,  the  Parties,  intending  to be
legally bound, hereby agree as follows:

                                    ARTICLE I
                    LICENSE; LICENSING FEE; OTHER AGREEMENTS

         Section  1.1 Grant of  License.  Effective  on the later of the Signing
Date or the date when this  Agreement  is  approved by the  Bankruptcy  Court as
provided for herein (the  "Effective  Date"),  INSpire  grants to Customer,  its
affiliates  and  subsidiaries,  and Customer  accepts,  subject to all terms and

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conditions of this Agreement,  a non-exclusive,  fully paid (upon receipt of the
fees due hereunder)  non-transferable,  perpetual (unless earlier  terminated in
accordance  with  Section  6.1)  license to receive and install  those  software
programs and systems more fully described in Schedule 1.1 to this Agreement (the
"System") and to use, develop, maintain,  support, modify and execute the System
for the purpose of processing  Customer's data,  information,  files, claims and
policies,  all as more  fully  described  in  this  Agreement  (the  "License").
Notwithstanding  the foregoing,  and except for APPS, CARS and the Legacy System
(as defined below),  Customer shall have no right to receive copies of or modify
the source code of the System prior to the release of the Deposit  Materials for
a Release  Event under the  Comprehensive  Preferred  Escrow  Agreement,  all as
defined in Section 2.1(b),  or until expiration of the PSA (as defined below) on
December 31, 2008.  INSpire shall deliver the System  (object code version only,
except for APPS,  CARS and the Legacy  System for which the source code  version
will also be delivered) to Customer,  including  all related  documentation  and
information  available in print and electronic form and necessary to operate and
utilize  the  System,  on a date to be mutually  agreed to by the  Parties,  but
within 5 days after the  Signing  Date (the  "Delivery  Date") as  provided  for
below.  INSpire  shall offer  Customer  any object  code  versions of the System
software and/or related documentation issued by INSpire from time to time to its
customers  pursuant  to  fee-paid  standard   maintenance,   including  patches,
maintenance  releases and/or error corrections,  and new releases  (collectively
"Upgrades"), at no additional cost to Customer until December 31, 2008. Customer
will  bear the  costs of  implementing  such  Upgrades  that it  should  wish to
integrate into the System.

         Section 1.2 Licensing  Fee. In return for the License and upon delivery
of the System to Customer, Customer will pay to INSpire a one-time licensing fee
of $1,500,000  payable in 12 equal monthly  installments  (the "Licensing Fee").
The first installment  payment of the Licensing Fee is due at the end of the 1st
full calendar  month after the Effective  Date of this  Agreement and thereafter
each payment will be due by the 10th of the following  month.  (See Schedule 1.2
attached.)

         Section  1.3  Systems  Maintenance.  All  System  maintenance  services
performed  by Inspire for  Customer  will be subject to a separate  Professional
Services   Agreement  ("PSA")  between  INSpire  and  Customer  to  be  executed
concurrently with this Agreement.

         Section 1.4 Risk of Loss. Upon delivery of the System to Customer,  the
risk of loss, damage or destruction shall be borne by Customer.  In the event of
such  loss,  damage  or  destruction,  INSpire  agrees  to  furnish  replacement
materials  at  reasonable  replacement  costs,  but in no event will  INSpire be
liable for the loss or  replacement  of Customer's  data used with the System or
any other cost, expense, damage or loss incurred by Customer.

         Section 1.5 Taxes.  Inspire shall pay any and all sales,  excise,  use,
value-added  or other  similar  taxes or duties levied or based on payments made
pursuant to this Agreement.

         Section 1.6       Payment.

                  (a)  Interest  on Past  Due  Payments.  Any  sum  due  INSpire
pursuant to this  Agreement that is not paid by the date on which payment is due
shall bear interest from that date until the date such sum is paid at the lesser
of 1.5% per month or the maximum  rate of interest  allowed by  applicable  law.

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Customer will also pay INSpire for any reasonable expenses, including attorneys'
fees, incurred by INSpire in the collection of any amounts due and payable under
this Agreement.

                  (b) Electronic  Funds Transfer.  INSpire will provide Customer
bank routing  information.  All payments are to be via Electronic Funds Transfer
(EFT),  unless  otherwise  agreed to in writing by the  parties,  to the account
specified in writing by INSpire.

                  (c) Payment of Undisputed  Amounts. In the event that there is
an amount in dispute,  Customer is still obligated to pay all undisputed amounts
on all invoices.

         Section 1.7 Policy Processing and Administration Agreement; Sublease of
Premises;   Professional   Services   Agreement;   Asset   Purchase   Agreement,
Comprehensive Preferred Escrow Agreement, and Claims Administration Agreement.

                  (a) Policy Processing and Administration Agreement. Concurrent
with the  execution of this  Agreement,  and as a condition to it,  Customer and
INSpire  will  enter  into  a  separate  Policy  Processing  and  Administration
Agreement  by  which  INSpire  will  provide   certain  policy   processing  and
administration services to Customer.

                  (b) Sublease of  Premises.  Concurrent  with the  execution of
this Agreement, and as a condition to it, Customer and INSpire will enter into a
separate  Sublease by which INSpire shall sublease  office  premises  located at
6055 Lusk Boulevard, San Diego, California, to Customer.

                  (c)  Professional  Services  Agreement.  Concurrent  with  the
execution of this Agreement, and as a condition to it, Customer and INSpire will
enter into  separate  Professional  Services  Agreement  by which  Inspire  will
provide certain professional services to Customer.

                  (d) Asset Purchase Agreement. Concurrent with the execution of
this Agreement, and as a condition to it, Customer and INSpire will enter into a
separate Asset  Purchase  Agreement by which INSpire will sell certain assets to
Customer and Customer will purchase such assets from INSpire.

                  (e) Comprehensive Preferred Escrow Agreement.  Concurrent with
the execution of this Agreement,  and as a condition to it, Customer and INSpire
will enter into  separate  Comprehensive  Preferred  Escrow  Agreement  by which
Inspire  will  maintain  in escrow a copy of the object code and source code for
the latest version of INSpire's  software  incorporated  in the System in use by
Customer ("Deposit Materials").

                  (f)  Claims  Administration  Agreement.  Concurrent  with  the
execution  of  this  Agreement,  and  as a  condition  of it,  Arrowhead  Claims
Management,  Inc., INSpire and INSpire Claims Management, Inc. will enter into a
separate  Claims  Administration  Agreement by which INSpire and INSpire  Claims
Management,   Inc.  will  provide  certain  claims  administration  services  to
Arrowhead Claims Management, Inc.

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                                   ARTICLE II
                 SYSTEM DELIVERY; ESCROW; TRAINING; PERFORMANCE

         Section  2.1  System  Delivery.  Prior to  delivery  of the  System  to
Customer,  INSpire will provide Customer with INSide Out Base 6.5  documentation
and the  documentation  of all completed Spot  modifications  made to INSide Out
Base 6.5 that are part of  Customer's  System.  INSpire and Customer have agreed
that INSpire will make certain corrections and improvements to the System within
one year after the Effective Date of this  Agreement (the "Spot Report  Items").
The Spot Report Items are set forth on Schedule 2.1.  INSpire shall deliver each
Spot Report Item into production as part of the System pursuant to specific work
orders  agreed  upon in advance by the  Parties and set forth in Appendix A (the
"Work  Orders")  and  by  the   implementation   date  set  forth  thereon  (the
"Implementation  Date").  Customer will test the Spot Report Items  delivered by
INSpire pursuant to each Work Order in accordance with a mutually agreeable test
plan and test cases to ensure that they meet the  specification set forth on the
Work Order (the "Acceptance  Testing").  INSpire will deliver at least 20 of the
22 "Group I" Spot Report Items within  ninety (90) days after the Signing  Date.
INSpire  will  deliver at least 37 of the 40 "Group II" Spot Report Items within
one-hundred  eighty (180) days after the Signing  Date.  INSpire will deliver at
least 65 of the 69 "Group III" Spot Report  Items  within one (1) year after the
Signing  Date.  In  the  event  Spot  Report  Items  are  amended  so  that  the
Implementation  Date is beyond the timeline called for by this Section,  INSpire
will deliver 90% of the Spot Report Items  remaining  within each Group by their
respective Implementation Dates. Spot Report Items included as "Current Programs
Rollout  Schedule" on Schedule 2.1 will be  delivered  within a mutually  agreed
upon timeframe  after the Signing Date.  Customer shall be entitled to receive a
penalty  payment  from  INSpire  equal to the  lesser  of  $5,000 or the cost of
completing  the Spot Report Item (which shall be calculated by  multiplying  the
number of hours required to complete the Spot Report Item by $115) for each Spot
Report Item that is not delivered for Acceptance  Testing by the  Implementation
Date set forth on the respective  Work Orders only in the event that the overall
standard  set forth above for "Group I",  "Group II" and "Group III" Spot Report
Items is not met by INSpire (the  "Penalty").  Penalty payments by INSpire shall
not in the aggregate  exceed 15% of the License Fee. Such Penalty  Payments will
not in any way limit,  restrict or relieve any Party of liability for any breach
of this  Agreement.  Customer  may offset,  upon thirty (30) days prior  written
notice to INSpire,  the Penalty  payments owed by INSpire  against the Licensing
Fees payable by Customer to INSpire.  Such Penalty shall not apply to the extent
that INSpire's  failure to timely deliver a Spot Report Item is  attributable to
Customer's  failure to perform its obligations  under the relevant Work Order or
any amendment thereto.

                  (a) Computer Hardware.  Customer may install the System on any
computer  hardware  that meets the minimum  requirements  specified  in Schedule
2.1(a).

                  (b) Escrow of Source Code.  Concurrent  with the  execution of
this Agreement,  INSpire and Customer shall enter into a Comprehensive Preferred
Escrow  Agreement  (the  "Escrow  Agreement"),  in the form  attached  hereto as
Exhibit A, at Customer's sole cost and expense, for the escrowing of the Deposit
Materials,  along with any necessary existing  documentation and information for
the same.  Pursuant  to the  Escrow  Agreement,  within 60 days of the  material
modification  to the source code  embodied in the  Deposit  Materials  but in no

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event less than once per calendar quarter,  INSpire shall place the most current
version of the Deposit Materials in escrow. In the event of an uncured breach of
this Agreement or the PSA by INSpire or INSpire's bankruptcy or business failure
other than the Bankruptcy  Case, or the  Bankruptcy  Case is converted to a case
under Chapter 7 of the Bankruptcy Code, or the expiration of the PSA on December
31, 2008 or such earlier termination of the PSA that does not involve an uncured
breach by Customer,  Customer may request release of the Deposit  Materials,  as
provided for in the Escrow Agreement (the "Release Event").  Upon release of the
Deposit Materials to Customer, Customer shall be entitled to install and use the
Deposit Materials in order to develop,  maintain, modify, support and/or execute
the System as provided in this License Agreement.

                  (c) Multiple  Copies.  Customer may make more than one copy of
each software  program  delivered to it under this Agreement for  non-productive
backup and testing purposes, provided that any and all proprietary and copyright
notices of INSpire are included thereon.

         Section 2.2   Customer  Training.  INSpire  shall  provide  training as
requested  by Customer, using resources provided under the Professional Services
Agreement.

         Section 2.3 Warranty  Period.  For six months  following  the Effective
Date of this Agreement (the "Warranty Period"), INSpire will correct each System
Failure,  which are defined as a failure  causing  the System to be down,  which
precludes  Customer from  successful  operation of either the total System or an
application  or component  critical to operation  and which  requires  immediate
attention  (for  example,  abnormal  terminations  or data  integrity  problems)
("System Failure"). In the event of a System Failure during the Warranty Period,
the following procedure shall be adhered to by INSpire and Customer:

                  (a) Customer shall notify INSpire promptly following discovery
of the System Failure.

                  (b) Customer shall, upon request of INSpire, submit to INSpire
a list of  output  and any other  data  that  INSpire  may  require  in order to
reproduce  any such error and the  operating  conditions  under which the System
Failure occurred or was discovered and that which may further support INSpire in
its  attempts to address and correct the System  Failure.  INSpire  will respond
within four hours of receiving  notification of the System Failure and shall not
substantially interrupt its response until the System Failure is corrected.

                  (c) INSpire  shall provide  telephone  services to correct the
System Failure.  If the System Failure  persists for more than one business day,
INSpire  shall provide  on-site  support the following day to correct the System
Failure.

                  (d) If the System  Failure is solely due to or arises  from an
act or omission of Customer, Customer agrees to pay for the services rendered in
analyzing and  correcting  the System Failure at a Hourly Rate of $115 per hour,
plus reasonable  incurred travel expenses.  Customer's failure must be clear, as
it relates to the System documentation furnished by INSpire. If INSpire believes
that a System  Failure is due to or arises solely from an act or omission on the

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part  of  Customer,   INSpire  must  notify   Customer  and  receive  a  written
acknowledgment  of receipt of notice  from  Customer.  If the System  Failure is
solely due to or arises from an act or omission on the part of INSpire, Customer
will not be charged to correct the System Failure. If a System Failure is due to
or arises from an INSpire failure and that System Failure  persists  uncorrected
for more than three (3) business days,  INSpire will credit Customer $10,000 for
each day thereafter until the System Failure is corrected.  Customer may offset,
after thirty days prior written notice to INSpire,  the Service Level  Penalties
owed by INSpire against the Services Fees payable by Customer to INSpire. In the
event that INSpire  Claims  believes  that  Service  Level  Penalties  have been
improperly offset by Customer,  INSpire shall have full recourse to all remedies
provided for in Article IX of this Agreement.


                                   ARTICLE III
                             LIMITATIONS OF LICENSE

         Section 3.1  Purpose and  Limitation  of License.  The license  granted
pursuant to this  Agreement is limited to use of the System solely in Customer's
business operations to process and administer  policies,  claims and data of its
affiliates and its  subsidiaries,  its customers and its insurers.  Customer may
use the System at any  location and on any network.  The Parties  further  agree
that Customer's agents,  customers,  and representatives will have the right and
capability  to interact  with the System by using the System's  online or remote
access  capabilities  for inquiry and input. If Customer  chooses to use a third
party to process and  administer  its business,  that third party will also have
the right to use the System solely for the purpose of processing  and administer
Customer's  policies,  claims and data pursuant to this Agreement,  provided the
third party  agrees in writing to be bound by the terms and  conditions  of this
Agreement prior to disclosure or access to the System.

         Section 3.2 Work Product.  Customer  acknowledges  that INSpire retains
ownership of the System and all the  components  thereof,  and any  development,
enhancement or modification  made by it thereto,  and all intellectual  property
rights   therein,   subject  to  the   license   granted   by  this   Agreement.
Notwithstanding  the  foregoing,  INSpire agrees that any  customization  of the
System  made by INSpire  solely for the  benefit  of  Customer  will be the sole
property of Customer only if the words  "Proprietary  Product of Arrowhead"  are
identified in the relevant Work Order ("Customer Proprietary Product").  INSpire
may  independently  develop similar  functionality  as long as no members of the
team that developed the Customer  Proprietary  Product for the Customer  develop
the similar  functionality.  INSpire  will only be  prohibited  from  developing
similar  functionality  if  the  words  "Exclusive  Intellectual  Property"  are
included in the relevant Work Order.  In no case will INSpire be prohibited from
developing similar  functionality  after 24 months subsequent to the delivery of
the Work Order to the Customer.  INSpire may at its sole discretion elect not to
perform the Services  relative to Work Orders that contain the words  "Exclusive
Intellectual Property."

         Section 3.3 Non-Exclusivity. The rights granted under the terms of this
Agreement are non-exclusive. No provision of this Agreement is meant to preclude
the sale,  distribution  or license of the System by INSpire to any other  party
for sale as a stand-alone product, or in combination with any other product.

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                                   ARTICLE IV
                              WARRANTIES BY INSPIRE

         Section 4.1  Warranties  by INSpire.  INSpire  warrants and  represents
that:  (a) it is the owner of the System and may  lawfully  grant the license to
the System;  (b) to INSpire's actual  knowledge,  the System nor the use thereof
within the scope of the license,  infringes or  misappropriates  a U.S.  patent,
trademark,  copyright  or trade  secret  of any  person  or  entity  who has not
consented to the granting of the license; (c) for a period of one hundred eighty
(180) days from the Signing Date, INSpire will correct each System Failure;  (d)
the System does not contain any virus,  time bomb mechanism or other software or
code that can  disable or  adversely  affect  the System or destroy  any data or
other  software;  and (e) the System is Year 2000  compliant per INSpire's  Year
2000 policy statement.

         Section 4.2 Notification by Parties.  INSpire agrees to promptly inform
Customer  in writing  should it become  aware of any claim by a third party that
the System infringes or misappropriates a U.S. patent,  trademark,  copyright or
trade secret of that third party.  Customer agrees to promptly inform INSpire in
writing  should it become  aware of any claim by a third  party  that the System
directly infringes or misappropriates a U.S. patent,  trademark,  copyright or a
trade  secret of that third  party  ("Infringement  Claim").  INSpire  agrees to
defend, indemnify and hold Customer harmless from any Infringement Claim brought
against  Customer  by a third  party,  and  INSpire  agrees to pay all costs and
damages finally  awarded  against  Customer or paid by Customer in settlement of
such  Infringement  Claim.  As a condition  precedent to such payment,  Customer
agrees to cooperate  with said defense by complying  with  INSpire's  reasonable
instructions  and requests to Customer in connection with said defense.  INSpire
may, at its sole  discretion  and  expense,  procure for  Customer  the right to
continued  use of the System or modify  the System so that it is  non-infringing
and of at least equivalent  performance and functionality as provided for in the
specifications   to  this  Agreement,   or  provide   functionality   equivalent
replacement   products.   INSpire's  defense  and  indemnification   obligations
hereunder  shall not apply if an  Infringement  Claim arises as a result of: (a)
compliance  with  Customer's   designs,   specifications  or  instructions,   or
incorporation of technology provided to INSpire by Customer;  (b) the use of the
equipment or software, or any portion thereof, in an infringing combination with
goods,  equipment,  system, software or data not supplied by INSpire; or (c) the
use of an infringing  version of the equipment or software if such  infringement
could be avoided by the use of a different version made available to Customer by
INSpire.

                                    ARTICLE V
                            CONFIDENTIAL INFORMATION

         Section 5.1       Confidential Information of the Parties:

                  (a)  Customer   acknowledges  that  the  System  and  all  the
components  thereof,   including,   without  limitation,   documentation,   user
interfaces and all material provided by INSpire under this Agreement, regardless
of the  form of  manifestation  thereof  (the  "Confidential  Information")  are
confidential and commercially valuable products,  information, trade secrets and
know-how of INSpire.  INSpire  acknowledges  that  Customer will disclose to it,

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during  the  course of this  Agreement,  certain  confidential  and  proprietary
information  of the Customer  designated  as  confidential,  which shall also be
deemed to be Confidential Information.

                  (b) The term "Confidential  Information" does not include: (i)
information which is or becomes generally  available to the public other than as
a result of any  unauthorized  disclosure  or any wrongful acts of the receiving
Party; (ii) information which is independently  developed by the receiving Party
without the use of or reference to  Confidential  Information  of the disclosing
Party;  (iii) information which is rightfully  received from a third party whose
disclosure  does not violate  any  confidentiality  obligation  or breach of any
agreement;  or (iv) information  which is approved for release by the disclosing
Party in writing signed by the disclosing Party specifying the information to be
released.

                  (c)  All  Confidential   Information  will  be  kept  strictly
confidential  by the  receiving  Party and the  receiving  Party  will  restrict
disclosure  of  Confidential  Information  to only those  employees,  agents and
advisors of the receiving Party who have a need to know such information for the
purpose of performing the System  Acceptance  Testing or other purposes directly
related to this  Agreement,  and in no event shall  Customer  provide  access to
Confidential  Information to or disclose  Confidential  Information to any third
party  consultant  or service  provider.  The  receiving  Party  also  agrees to
exercise  at least  the same  degree of care with  respect  to the  Confidential
Information as it exercises with respect to its own data, records,  information,
material and provisions that it deems to be Confidential in nature.

                  (d) Representatives of the receiving Party will be informed by
the receiving Party of the confidential  nature of the Confidential  Information
and the covenant of confidentiality  by the receiving Party hereunder,  and they
will  be   directed   by  the   receiving   Party  to  treat  such   information
confidentially.  Before any  disclosure  or  dissemination  of any  Confidential
Information  subject  to this  Agreement  is made to any  person,  other than an
officer  or  director  of the  receiving  Party or its  counsel  or  independent
accountant,  the  receiving  Party  will  ensure  that the  person  to whom such
disclosure  is made is  aware  of,  and  will  abide  by,  the  obligations  and
restrictions set forth in this Section.

                  (e) In the event the  receiving  Party or its  representatives
are  requested  or  required  in  a  judicial,  administrative  or  governmental
proceeding to disclose any  Confidential  Information,  the receiving Party will
cooperate  with the  disclosing  Party and provide it with prompt  notice of any
such request so that the  disclosing  Party may seek an  appropriate  protective
order or waive the  receiving  Party's  compliance  with the  provisions of this
Agreement.  If, in the absence of a protective  order or the receipt of a waiver
hereunder,  the receiving Party or its representatives  are nonetheless,  in the
opinion  of the  receiving  Party's  attorneys,  legally  required  to  disclose
Confidential  Information  to any  tribunal or else stand liable for contempt or
suffer other penalty,  the receiving Party may disclose such information to such
tribunal without liability hereunder, provided that the receiving Party complies
with the notice provisions of this subsection.

                  (f) Upon the  termination  of this  Agreement,  the  receiving
Party will  promptly,  and in any event upon  request by the  disclosing  Party,
deliver to the  disclosing  Party all  Confidential  Information,  including all
written and electronically  stored copies.  Neither the disclosing Party nor its
Representatives  will retain any copies,  extracts  or other  reproductions,  in

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whole or in part, of such Confidential  Information.  At the disclosing  Party's
request,  all documents,  memoranda,  notes and other  writings  prepared by the
receiving  Party  or  its  representatives  based  on  the  information  in  the
Confidential  Information,  or which quote from or  summarize  any  Confidential
Information,  will be  destroyed  as soon as  reasonably  practicable,  and such
destruction  will  be  certified  in  writing  to  the  disclosing  Party  by an
authorized officer of the receiving Party supervising such destruction.

                  (g) Each Party  acknowledges  that a breach of the covenant of
confidentiality  contained  in this  Agreement  will result in  irreparable  and
continuing  damage to the  disclosing  Party for which there will be no adequate
remedy at law. In the event of any breach of this Article 5, the receiving Party
agrees that the  disclosing  Party will be entitled to seek and obtain  specific
performance of this Article 5 by the receiving Party, including, upon making the
requisite  showing that it is entitled  thereto,  provisional  injunctive relief
restraining the receiving Party from committing such breach, in addition to such
other and further relief, including monetary damages, as provided by law.

                  (h) The parties  expressly  agree that the termination of this
Agreement or the return of any Confidential Information will not terminate their
obligations under this Article 5.

                                   ARTICLE VI
                       TRADE SECRET AND PROPRIETARY RIGHTS

         Section  6.1 No Rights to Transfer  or Resell  System.  Notwithstanding
this License to use INSpire's System, this Agreement grants to Customer no right
to resell any of the computer  software  programs that constitute a component of
INSpire's System or its specifications.  Customer may not mortgage, hypothecate,
sell, assign,  pledge, lease,  transfer,  license or sublicense any of INSpire's
System, nor allow any other person or entity to transmit,  copy or reproduce any
such System.

         Section 6.2  Nondisclosure.  Other than Customer's,  its affiliates and
subsidiaries,   their  directors,   officers,   employees,   agents,  authorized
representatives and subcontractors who need access to computer software programs
for the  performance  of their  duties,  Customer  covenants  and  agrees not to
disclose  or  otherwise  make  available  to any  person any  computer  software
programs of INSpire.  Customer agrees to take all reasonable  steps necessary to
obligate  each  disclosed  party who is given access to such  computer  software
programs to a level of care sufficient to protect the computer software programs
from unauthorized use, dissemination or disclosure.

         Section 6.3    Survival.  THE  OBLIGATIONS  OF THE  PARTIES  UNDER THIS
ARTICLE VI AND  ARTICLE V WILL CONTINUE AFTER THIS AGREEMENT EXPIRES OR IS
TERMINATED.



                                       10
<PAGE>



                                   ARTICLE VII
                                   TERMINATION

         Section 7.1 Termination of Agreement.  This Agreement may be terminated
only by the  non-breaching  Party upon a breach by the other Party of its duties
or obligations  under this Agreement;  provided,  however,  that (a) such breach
remains  substantially  uncured within 30 days after written  notice  specifying
such breach is received by the breaching  Party, or (b) with respect to a breach
that cannot be reasonably  cured within a 30 day period,  should the  defaulting
party fail to proceed within 30 days after written notice  specifying the breach
to  commence  curing  the  default  and  thereafter  fail to  proceed  with  all
reasonable diligence to cure substantially the default.

         Section 7.2     No Limitation.  Such expiration or termination will not
in any way limit, restrict or relieve any Party of liability for any breach of
this Agreement.

         Section 7.3 Effect of Termination.  If this Agreement is terminated for
other  than  Customer's  breach,  the rights and  licenses  granted to  Customer
pursuant to this Agreement,  but only as they pertain to those components of the
System  retained  by Customer as to which  Customer  has paid the  corresponding
portion  of the fees  due  hereunder,  shall  continue  for so long as  Customer
operates the System.  Any provisions  which by their very nature are intended to
survive expiration or termination of this Agreement shall survive.

                                  ARTICLE VIII
                      REMEDIES AND LIMITATION OF LIABILITY

         Section 8.1       Indemnification of the Parties.

                  (a)  Indemnification  by  Customer.   To  the  fullest  extent
permitted  by law,  Customer  shall,  at its own expense,  defend and  indemnify
INSpire and its directors,  officers,  employees, agents, successors and assigns
and otherwise  hold them harmless from and against any and all claims,  demands,
suits,  causes of action,  liabilities,  costs,  expenses and damages that arise
from,  result  in or are  claimed  to  result  in  whole  or in  part  from  any
third-party  action  or  allegation  that  would  constitute  a breach of any of
Customer's  obligations,   representations  or  warranties  set  forth  in  this
Agreement,  or any  negligent  or willful act or  omission,  including,  without
limitation,  any act or omission  that results in any bodily  injury,  including
death,  or damage to tangible  property,  of Customer or from any  violation  by
Customer  of any  application,  law,  statute  or  ordinance  or any  applicable
governmental  administrative order,  including,  without limitation,  any ban or
regulation  pertaining to the export of the System,  or otherwise  arise from or
connected  with any  services  performed by any third party  regardless  whether
authorized by, or consented to by, INSpire.

                  (b)   Indemnification  by  INSpire.   To  the  fullest  extent
permitted  by law,  INSpire  shall,  at its own  expense,  defend and  indemnify
Customer and its directors,  officers, employees, agents, successors and assigns
and otherwise  hold them harmless from and against any and all claims,  demands,
suits,  causes of action,  liabilities,  costs,  expenses and damages that arise
from,  result  in or are  claimed  to  result  in  whole  or in  part  from  any
third-party  action  or  allegation  that  would  constitute  a breach of any of

                                       11
<PAGE>

INSpire's   obligations,   representations  or  warranties  set  forth  in  this
Agreement,  or any  negligent  or willful act or  omission,  including,  without
limitation,  any act or omission  that results in any bodily  injury,  including
death,  or damage to  tangible  property,  of INSpire or from any  violation  by
INSpire  of any  application,  law,  statute  or  ordinance  or  any  applicable
governmental  administrative order,  including,  without limitation,  any ban or
regulation  pertaining to the export of the System,  or otherwise  arise from or
connected  with any  services  performed by any third party  regardless  whether
authorized by, or consented to by Customer ( the "INSpire Claims").

         Section  8.2 Notice of Claim.  Any award of damages or  indemnification
pursuant to this Agreement is conditioned  upon the Indemnitor  having  received
full and prompt notice in writing of the Claim and the  Indemnitee  allowing the
Indemnitor to fully direct the defense or  settlement  of such Claim;  provided,
however,  that the failure to receive  prompt notice  relieves the Indemnitor of
its  obligations  under  this  Article  only  if the  Indemnitor  is  materially
prejudiced  by the failure to receive such notice.  The  Indemnitor  will not be
responsible for any settlement or compromise made without its consent.

         Section   8.3   Limitation   Acknowledgement.   Each  Party   expressly
acknowledges  that the  limitations set forth in this Article VIII represent the
express agreement of the Parties with respect to the allocation of risks between
the Parties,  including the level of risk to be associated  with the performance
of the obligations hereunder as related to the amount of the payments to be made
to INSpire Claims for such  performance,  and each party fully  understands  and
irrevocably accepts such limitations

         Section 8.4       Disclaimer.

         (a) EXCEPT FOR THE  WARRANTIES  EXPRESSLY  MADE IN SECTION  4.1 OF THIS
AGREEMENT,  INSPIRE MAKES NO  WARRANTIES,  EXPRESSED OR IMPLIED,  CONCERNING THE
CAPABILITIES,  PERFORMANCE,  SPECIFICATIONS, OR CHARACTERISTICS OF THE SYSTEM OR
AS TO  MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE,  NON-INFRINGEMENT,  OR
QUIET ENJOYMENT.

         (b)  SUBJECT TO THE  WARRANTIES  OF INSPIRE  SET FORTH IN SECTION  4.1,
INSPIRE SHALL NOT BE LIABLE FOR ANY ERROR,  OMISSION,  DELAY AND LOSS  RESULTING
FROM ANY DATA CONVERSION  ARISING FROM THE USE AND  IMPLEMENTATION OF THE SYSTEM
UNLESS ARISING AS A RESULT OF INSPIRE'S NEGLIGENCE.  CUSTOMER IS RESPONSIBLE FOR
ADOPTING REASONABLE MEASURES TO LIMIT THE IMPACT OF ANY SUCH PROBLEM,  INCLUDING
BACKING UP DATA,  AND ADOPTING  PROCEDURES TO ENSURE THE ACCURACY OF INPUT DATA,
EXAMINING,  AND  CONFIRMING  RESULTS AND  ADOPTING  PROCEDURES  TO IDENTIFY  AND
CORRECT ERRORS AND OMISSIONS.  INSPIRE SHALL NOT BE RESPONSIBLE  FOR ANY DAMAGE,
LOSS,  EXPENSE,  ERROR,  OMISSION OR DELAY THAT MAY ARISE  SOLELY FROM  CUSTOMER
FAILURE.

                                       12
<PAGE>

                                   ARTICLE IX
                       ARBITRATION AND EQUITABLE REMEDIES

         Section 9.1 Settlement Meeting.  The Parties will attempt in good faith
to resolve  promptly through  negotiations any dispute under this Agreement.  If
any such dispute should arise,  the Parties,  will meet at least once to attempt
to resolve  the matter  (the  "Settlement  Meeting").  Any Party may request the
other Parties to attend a Settlement Meeting at a mutually agreed time and place
within ten days after  delivery of a notice of a dispute.  The  occurrence  of a
Settlement  Meeting with  respect to a dispute will be a condition  precedent to
seeking any arbitration or judicial remedy,  provided that if a Party refuses to
attend a Settlement Meeting the other Parties may proceed to seek such remedy.

         Section 9.2 Arbitration Proceedings. If the Parties have not resolved a
monetary  dispute at the  Settlement  Meeting any Party may submit the matter to
arbitration.   A  panel  of  three  arbitrators  will  conduct  the  arbitration
proceedings in accordance with the provisions of the Federal Arbitration Act (99
U.S.C.  Section 1 et seq.) and the Commercial  Arbitration Rules of the American
Arbitration Association (the "Arbitration Rules"). The decision of a majority of
the panel will be the decision of the arbitrators.

                  (a)  Arbitration  Notice.  To  submit a  monetary  dispute  to
arbitration, a Party will furnish the other Parties and the American Arbitration
Association with a notice (the "Arbitration Notice") containing (i) the name and
address of such Party,  (ii) the nature of the  monetary  dispute in  reasonable
detail, (iii) the Party's intent to commence arbitration  proceedings under this
Agreement, and (iv) the other information required under the Federal Arbitration
Act and the Arbitration Rules.

                  (b) Selection of  Arbitrators.  Within ten days after delivery
of the Arbitration  Notice,  each Party will select one arbitrator from the list
of  the  American  Arbitration   Association's   National  Panel  of  Commercial
Arbitrators.  Within  ten days  after  the  selection  of the last of those  two
arbitrators,  those two arbitrators  will select the third  arbitrator from such
list. If the first two arbitrators  cannot select a third arbitrator within such
ten-day  period,  the American  Arbitration  Association  will select such third
arbitrator  from the list.  Each arbitrator will be an individual not subject to
disqualification  under Rule No. 19 of the Arbitration  Rules with experience in
settling complex litigation involving the insurance industry.

                  (c)  Arbitration  Final.  The  arbitration  of the  matters in
controversy and the  determination  of any amount of damages or  indemnification
will be final and binding  upon the Parties to the maximum  extent  permitted by
law,  provided that any Party may seek any equitable  remedy available under Law
as provided in this Agreement. This agreement to arbitrate is irrevocable.

         Section 9.3 Place of Arbitration.  Any arbitration  proceedings will be
conducted at such neutral location outside of the States of California and Texas
as the Parties may agree. The arbitrators will hold the arbitration  proceedings
within sixty (60) days after the selection of the third arbitrator. If a neutral
location cannot be agreed by the parties, then the arbitration  proceedings will
be held in Albuquerque, New Mexico.

                                       13
<PAGE>

         Section 9.4 Discovery.  During the period  beginning with the selection
of the third  arbitrator  and  ending  upon the  conclusion  of the  arbitration
proceedings,  the  arbitrators  will have the authority to permit the Parties to
conduct such discovery as the arbitrators consider appropriate.

         Section 9.5 Equitable Remedies.  Notwithstanding  anything else in this
Agreement to the contrary, after the Settlement Meeting a Party will be entitled
to seek any equitable  remedies available under law. Any such equitable remedies
will be in addition to any damages or indemnification rights that such Party may
assert in an arbitration proceeding.

         Section 9.6 Judgments.  Any arbitration award under this Agreement will
be final and binding.  Any court having  jurisdiction may enter judgment on such
arbitration award upon application of a Party.

         Section 9.7 Expenses. If any Party commences arbitration proceedings or
court proceedings  seeking equitable relief with respect to this Agreement,  the
prevailing Party in such arbitration  proceedings or case may receive as part of
any award or judgment  reimbursement of such Party's reasonable  attorneys' fees
and expenses to the extent that the arbitrators or court considers appropriate.

         Section 9.8 Cost of the  Arbitration.  The arbitrators  will assess the
costs of the  arbitration  proceedings,  including their fees, to the Parties in
such proportions as the arbitrators consider reasonable under the circumstances.

         Section 9.9  Exclusivity of Remedies.  To the extent  permitted by law,
the  arbitration  and  judicial  remedies  set forth in this Article will be the
exclusive  remedies  available to the Parties with respect to any dispute  under
this Agreement or claim for damages or indemnification under this Agreement.

                                    ARTICLE X
                                  MISCELLANEOUS

         Section 10.1  Amendment.  No amendment of this Agreement will be
effective  unless in writing signed by the Parties.

         Section 10.2 Counterparts. This Agreement may be executed in any number
of counterparts,  each of which will be deemed to be an original agreement,  but
all of which will constitute one and the same agreement.

         Section 10.3 Entire  Agreement.  This Agreement  constitutes the entire
agreement  and  understanding  between  the  Parties  and  supersedes  all prior
agreements  and  understandings,  both  written  and oral,  with  respect to the
subject matter of this Agreement.

         Section 10.4    Expenses.  Each Party will bear its own  expenses  with
respect to the  negotiation  and preparation of this Agreement.

                                       14
<PAGE>

         Section  10.5 No  Assignment.  No Party  may  assign  its  benefits  or
delegate its duties under this Agreement  without the prior consent of the other
Party. Any attempted assignment or delegation without such prior consent will be
void. Notwithstanding the foregoing, each Party may assign its rights under this
Agreement to a purchaser  of all the assets or equity of such Party  without the
other Party's consent,  and any such purchaser and any subsequent  purchasers of
all of the assets or equity of such Party may similarly assign such rights.

         Section 10.6 No Third Party Beneficiaries. This Agreement is solely for
the benefit of the Parties and no other Person will have any right, interest, or
claim under this Agreement.

         Section 10.7  Notices.  All claims,  consents,  designations,  notices,
waivers,  and other  communications in connection with this Agreement will be in
writing.  Such  claims,  consents,  designations,  notices,  waivers,  and other
communications  will be considered received (a) on the day of actual transmittal
when transmitted by facsimile with written confirmation of such transmittal, (b)
on the next business day following  actual  transmittal  when  transmitted  by a
nationally  recognized  overnight  courier,  or (c) on the  third  business  day
following  actual  transmittal  when  transmitted  by  certified  mail,  postage
prepaid,  return receipt requested;  in each case when transmitted to a Party at
its address  set forth  below (or to such other  address to which such Party has
notified the other, Parties in accordance with this Section to send such claims,
consents, designations, notices, waivers, and other communications):

INSpire:                                          Attn: Chief Executive Officer
                                                  300 Burnett Street
                                                  Fort Worth, Texas 76012
                                                  Phone: 817-348-3999
                                                  Fax: 817-348-3787

With copy to:                                     Steve Leshin
                                                  Jenkens  &  Gilchrist,   a
                                                  Professional   Corporation
                                                  1445  Ross  Avenue,  Suite
                                                  3200  Dallas,  Texas 75202
                                                  Phone:  214-855-4500  Fax:
                                                  214-855-4300

Customer:                                         Attn: Chief Executive Officer
                                                  402 West Broadway, Suite 1600
                                                  San Diego, California 92101
                                                  Phone: 619-677-5213
                                                  Fax: 619-677-5298

         Section 10.8 Public Announcements.  The Parties will agree on the terms
of any press releases or other public  announcements  related to this Agreement,
and will  consult  with each other  before  issuing any press  releases or other
public  announcements  related to this Agreement;  provided,  however,  that any
Party may make a public  disclosure if in the opinion of such Party's counsel it
is  required  by law or the rules of any  applicable  stock  exchange  or dealer
quotation  system to make such  disclosure.  The  Parties  agree,  to the extent
practicable,  to consult with each other regarding any such public  announcement

                                       15
<PAGE>

in advance  thereof.  The Parties may,  however,  include the other Party on any
general  customer  lists or in  presentations  that  include  a list of  current
customers.

         Section  10.9  Representation  by  Legal  Counsel.   Each  Party  is  a
sophisticated  entity that was advised by  experienced  legal  counsel and other
advisors in the negotiation and preparation of this Agreement.

         Section 10.10  Severability.  Any provision of this  Agreement  that is
prohibited  or  unenforceable  in  any  jurisdiction  will  not  invalidate  the
remaining  provisions of this Agreement or affect the validity or enforceability
of such provision in any other jurisdiction. In addition, any such prohibited or
unenforceable  provision  will be given  effect to the  extent  possible  in the
jurisdiction where such provision is prohibited or unenforceable.

         Section 10.11 Successors.  This Agreement will be binding upon and will
inure  to the  benefit  of each  Party  and its  heirs,  legal  representatives,
permitted  assigns,  and successors,  provided that this Section will not permit
the assignment or other transfer of this Agreement,  whether by operation of law
or otherwise,  if such  assignment of other transfer is not otherwise  permitted
under this Agreement.

         Section  10.12  Time  of the  Essence.  Time is of the  essence  in the
performance  of this  Agreement  and all dates  and  periods  specified  in this
Agreement.

         Section 10.13 Waiver. No provision of this Agreement will be considered
waived  unless such  waiver is in writing and signed by the Party that  benefits
from the  enforcement  of such  provision.  No waiver of any  provision  in this
Agreement,  however,  will be  deemed a waiver  of a  subsequent  breach of such
provision  or a waiver  of a similar  provision.  In  addition,  a waiver of any
breach or a failure to enforce any term or condition of this  Agreement will not
in any way affect,  limit, or waive a Party's rights under this Agreement at any
time to enforce strict  compliance  thereafter  with every term and condition of
this Agreement.

         Section 10.14 Force  Majeure.  The Parties will not be liable or deemed
to be in default for any delay or failure in performance under this Agreement or
interruption of Services  resulting,  directly or indirectly,  from acts of God,
civil or military  authority,  labor disputes,  shortages of suitable materials,
labor or  transportation  or any similar cause beyond the reasonable  control of
the Parties.

         Section 10.15 Attorneys' Fees. In the event of any action, arbitration,
claim,  proceeding or suit between  Customer and INSpire seeking  enforcement of
any of the terms and conditions of this Agreement,  the prevailing party in such
action,  arbitration,  claim,  proceeding or suit will be awarded its reasonable
costs and expenses, including its court costs and reasonable attorneys' fees.

         Section 10.16 Relationship of the Parties.  The Parties are independent
contractors of one another, and there should be no instance in which they should
be construed as partners or joint venturers.

                                       16
<PAGE>

         Section  10.17  Drafting.  Neither  this  Agreement  nor any  provision
contained in this  Agreement  will be  interpreted in favor of or against either
Party  because such Party or its legal  counsel  drafted this  Agreement or such
provision.  No prior draft of this Agreement or any provision  contained in this
Agreement will be used when interpreting this Agreement or its provisions.

         Section 10.18 Headings.  Article and section  headings are used in this
Agreement only as a matter of convenience  and will not have any effect upon the
construction or interpretation of this Agreement.

         Section 10.19 Condition of Bankruptcy Court Approval. This Agreement is
expressly  conditioned upon INSpire  obtaining a final order from the Bankruptcy
Court in the  Bankruptcy  Case  approving:  (a) this  Agreement,  as well as the
Sublease, the Policy Processing and Administration  Agreement,  the Professional
Services Agreement,  the Asset Purchase Agreement,  the Comprehensive  Preferred
Escrow Agreement and the Claims  Administration  Agreement  concurrently entered
into between the Parties and  Arrowhead  Claims  Management,  Inc., a California
corporation,  and  INSpire  and  INSpire  Claims  Management,  Inc.,  a Delaware
corporation,  and debtor and  debtor-in-  possession,  all without  amendment or
modification,  unless such amendment or  modification  is approved in writing by
all of the Parties, within forty-five (45) days after the date this Agreement is
entered into; and (b) the termination of certain  agreements  currently  between
the Parties and/or  Arrowhead Claims  Management,  Inc., and INSpire and INSpire
Claims Management,  Inc.,  entitled Policy  Administration  Services  Agreement,
Claims Administration  Services Agreement and Claims Management  Agreement.  The
final order of the Bankruptcy Court shall be in a form and substance  acceptable
to  Customer.  This  Agreement  shall be  implemented  by the  Parties on a date
mutually  agreed  to by the  Parties,  but no later  than  five  days  after the
Effective  Date.  If the final order from the  Bankruptcy  Court is not obtained
within the time  specified,  this  Agreement and all of its terms and provisions
are and shall be null and void and of no force or effect whatsoever.





                           [SIGNATURE PAGE TO FOLLOW]



                                       17
<PAGE>


         IN WITNESS  WHEREOF,  the  Parties  have caused  this  Agreement  to be
executed and delivered by a duly authorized officer as of the Signing Date:


                                          ARROWHEAD GENERAL INSURANCE
INSPIRE INSURANCE SOLUTIONS, INC.,        AGENCY, INC..

A Texas corporation, debtor and           Its subsidiaries and affiliates
debtor in possession

By:  ____________________________         By: _______________________________
     Richard Marxen, President & CEO          Kieran A. Sweeney, President & CEO








                                       18
<PAGE>



Schedule 1.1 - Definition of the System

The System shall  include  current  object code and source code  versions of the
following software components:

o    The most  recent  version of the  Windows  into  Property & Casualty  (WPC)
     System  currently  being used at the INSpire West facility in San Diego, CA
     ("INSpire  West") to process  Customer's  personal  automobile,  commercial
     general liability and commercial  automobile  policies and claims. If it is
     not currently being used at INSpire West, then the most recent version.

o    Base Visual Rater (VR) System  currently  being used at INSpire West. If it
     is not currently being used at INSpire West, then the most recent version.

o    Base Underwriting Expert System (UES) currently being used at INSpire West.
     If it is not  currently  being used at INSpire  West,  then the most recent
     version.

o    Base Policy Set Production  (PSP)  currently being used at INSpire West. If
     it is not  currently  being  used at  INSpire  West,  then the most  recent
     version.

o    Base Ordering and Receiving  System (OARS)  currently being used at INSpire
     West.  If it is not  currently  being used at INSpire  West,  then the most
     recent version.

o    Base  eINSpire  System  currently  being used at INSpire West. If it is not
     currently being used at INSpire West, then the most recent version.

o    Base I/O Imaging System  currently being used at INSpire West. If it is not
     currently being used at INSpire West, then the most recent version.

o    Base EmPOWER for WPC System  currently being used at INSpire West. If it is
     not currently being used at INSpire West, then the most recent version.

o    Workflow  Manager  currently  being  used  at  INSpire  West.  If it is not
     currently being used at INSpire West, then the most recent version.

o    Service  Manager  currently  being  used  at  INSpire  West.  If it is  not
     currently being used at INSpire West, then the most recent version.

o    Carrier  Agency  Reconciliation  System  ("CARS") for WPC System  currently
     being used at INSpire West.  If it is not  currently  being used at INSpire
     West, then the most recent version.

o    Arrowhead Policy  Processing System ("APPS") for WPC System currently being
     used at INSpire West.  If it is not  currently  being used at INSpire West,
     then the most recent version.

o    MAS 90 for WPC System  currently  being used at INSpire  West. If it is not
     currently being used at INSpire West, then the most recent version.

                                       19
<PAGE>

o    Visual Rater  currently  being used at INSpire West. If it is not currently
     being used at INSpire West, then the most recent version.

o    Transfluent  currently  being used at INSpire  West. If it is not currently
     being used at INSpire West, then the most recent version.

o    All programs relating to ISO reporting.

o    The "old" policy  administration  system  (referred to as "Legacy  System")
     which includes; Cash Machine, Arrowbind,  Homebase,  Arrowstat,  Electronic
     Funds Transfer/Credit Card software and Internet Policy Inquiry (IPI).



                                       20
<PAGE>


Schedule 1.2 - Fees and Payment Terms

The first payment is due at the end of the 1st full calendar month following the
Effective Date, thereafter each payment will be due by the 10th of the following
month.

Number
of Payments                Amount

1st payment                $125,000.00
2nd payment                $125,000.00
3rd payment                $125,000.00
4th payment                $125,000.00
5th payment                $125,000.00
6th payment                $125,000.00
7th payment                $125,000.00
8th payment                $125,000.00
9th payment                $125,000.00
10th payment               $125,000.00
11th payment               $125,000.00
12th payment               $125,000.00
Total of Payments        $1,500,000.00




                                       21
<PAGE>


Schedule 2 - Hardware configuration


Arrowhead Production Schematic to be attached.







                                       22
<PAGE>


Schedule 2.1 - WPC System Corrections and Improvements "Spot Report Items"







                                       23


</TEXT>
</DOCUMENT>
