INSURANCE MANAGEMENT SOLUTIONS GROUP INC
INSURANCE SERVICES AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>g77638exv10w2.txt
<DESCRIPTION>INSURANCE SERVICES AGREEMENT
<TEXT>
<PAGE>
                                                                 Exhibit 10.2

                  INSURANCE ADMINISTRATION SERVICES AGREEMENT

         THIS INSURANCE ADMINISTRATION SERVICES AGREEMENT ("Agreement") is
entered into by and between INSURANCE MANAGEMENT SOLUTIONS, INC. ("Vendor"), a
corporation organized and existing under the laws of the State of Florida with
its principal place of business located at 360 Central Avenue, St. Petersburg,
Florida 33701, and FIRST INSURANCE COMPANY OF HAWAII, LTD ("Company"), an
insurer existing under the laws of the State of Hawaii with its principal place
of business located at 1100 Ward Avenue, Honolulu, HI 96814.

         WHEREAS, the Federal Emergency Management Agency ("FEMA") and the
Federal Insurance Administration ("FIA") administer the National Flood Insurance
Program ("NFIP") and the Company is an insurance company duly licensed to write
flood insurance in the state or states to which this Agreement pertains and is
approved by FIA to act as a Write Your Own Flood Carrier ("WYO Carrier") under
the Write Your Own Flood Insurance Program ("WYO Flood Program"), a program
offered under the NFIP; and

         WHEREAS, Vendor has been designated by FIA as a "qualified performer"
for the provision of services to WYO Carriers under the NFIP; and

         WHEREAS, Company wishes to engage the services of Vendor to administer
certain of the Company's obligations in the state(s) ("Applicable States") set
forth herein;

         WHEREAS, Vendor wishes to provide such services as set forth herein.

         NOW THEREFORE, IN CONSIDERATION OF the mutual covenants and agreements
hereinafter set forth, the parties hereto do covenant and agree as follows:

I.       AUTHORITY OF VENDOR.

         A.       Appointment - Company hereby grants Vendor the authority to
                  supervise and administer certain lines of Company's business
                  ("Insurance Program"), as specified in Schedule A, in the
                  states ("Applicable States") expressly set forth in Schedule
                  A. Schedule A is attached to and hereto made a part of this
                  Agreement. Vendor hereby accepts such appointment, and the
                  grant of authority, and agrees to carry out the resulting
                  duties and responsibilities to the best of its ability,
                  knowledge, skill, and judgment, and in accordance with the
                  highest reasonably attainable standards of quality generally
                  utilized in the insurance and data processing industries.

         B.       Authority - Company hereby grants Vendor the authority to act
                  for and on behalf of Company in matters required for Vendor to
                  properly supervise and conduct the handling of the aforesaid
                  WYO Flood program, including the authority to collect and
                  remit premiums, process applications and other forms, issue
                  policies, and process claims, all in a manner consistent with,
                  pursuant to and as authorized by the provisions of the
                  National Flood Insurance Act of 1968 (as amended), the
                  regulations of the NFIP, FIA, FEMA and the terms of this
                  Agreement.



<PAGE>
II.      RESPONSIBILITIES OF VENDOR.

         A.       Policy Administration: Vendor shall administer Company's WYO
                  Flood Program policies ("WYO Policy", or the plural, "WYO
                  Policies") and in accordance therewith shall be responsible
                  for the following policy administration functions: compliance
                  with community eligibility/rating criteria; policyholder
                  eligibility determination; WYO Policy issuance, WYO Policy
                  endorsements; WYO Policy cancellations; WYP Policy
                  correspondence; payment of agents' commissions on Company's
                  behalf; and, the receipt, recording, control, timely deposit,
                  and disbursements of premium funds in connection with the
                  foregoing, all in accordance with the WYO Flood Program
                  Financial Control Plan ("Financial Control Plan")
                  requirements established by the FIA. Further, Vendor shall
                  reply to written and telephone inquiries from policyholders
                  and/or producers regarding any WYO Policy administered
                  pursuant to this Agreement.

         B.       Claim Service - Company shall have responsibility for the
                  administration and processing of WYO Policy claims ("Claim")
                  under this Agreement. Vendor shall provide the Systems
                  required for ???. Vendor will be responsible for check
                  disbursements and all required reporting to NFIP, FIA and
                  FEMA. Vendor will provide Catastrophe Claim Services that are
                  outlined in Schedule B of this Agreement.

         C.       Statistical Reporting - Vendor shall prepare and submit, to
                  FIA, monthly financial and statistical reports,
                  reconciliations, certifications, and statistical tapes on
                  Company's behalf, in accordance with WYO Flood Program
                  Accounting Procedures and the Transaction Record Reporting
                  and Processing Plan ("TRRP Plan"). Vendor shall submit copies
                  of all monthly reports to the Company.

         D.       Company Agents - Vendor shall provide to each Company Agent
                  appointed under this Agreement, a limited license to use
                  Vendor's FloodWriter(c)(tm) software program, and a current
                  flood zone determination for any WYO Policy application
                  submitted pursuant to this Agreement. Further, excluding
                  records required to be maintained by Company in accordance
                  with the FloodWriter(c)(tm) software license, Vendor shall
                  keep appropriate records, in conformity with Internal Revenue
                  Services regulations, for the purpose of preparing 1099
                  reports for Company Agent's commissions and Adjuster's fees
                  paid by Vendor on behalf of Company. The expense for the above
                  services has been incorporated in the Vendor's Monthly Service
                  Fee.

         E.       Time Standards - Vendor shall use it's best efforts to adhere
                  to certain time standards for performance, as may be outlined
                  and amended from time to time within the FEMA/FIA Financial
                  Assistance/Subsidy Arrangement ("Arrangement").

III.     PREMIUM COLLECTION AND ARRANGEMENT

         A.       Banking Arrangement - Vendor and Company shall establish
                  banking arrangements which comply with the Arrangement and
                  other WYO Flood Program requirements, and which will provide
                  for the establishment of a NFIP restricted account
                  ("Restricted Account") with company as custodian, and a FEMA
                  letter of credit ("Letter of Credit"), with additional
                  accounts as needed to facilitate operations, all in
                  conformity with FEMA/FIA guidelines. Company shall grant
                  specific Vendor employees checksigning authority on any
                  Restricted Account and the authority to initiate appropriate
                  drawdowns against Company's Letter of Credit, in order for
                  Vendor to act on Company's behalf in making


                                       2
<PAGE>

                  disbursements for Company liabilities established by the
                  Arrangement, the WYO Flood Program, and this Agreement.
                  All such authorizations shall be in writing and may be
                  revoked, amended or modified at any time by Company upon
                  thirty (30) days advanced written notice to Vendor.

         B.       Premium Remittance - Vendor shall be liable to the FIA for any
                  premiums Vendor has received on WYO Flood program business
                  written under this Agreement. Vendor shall establish
                  procedures for a timely deposit and remittance of funds to the
                  U.S. Treasury via authorized automatic clearinghouse
                  mechanism. Gross premium collected by Vendor, for WYO Flood
                  program business written under this Agreement, shall be
                  remitted to the FIA by Vendor net of the established NFIP
                  Allowable Expenses. "Allowable Expenses" shall mean a WYO
                  Carrier's operating and administrative expenses.

         C.       Financial Data - Vendor shall maintain supporting
                  documentation for all bank accounts over which it has
                  authority. At least monthly, Vendor shall prepare financial
                  data, by state, reflecting all debits and credits with respect
                  to WYO Flood Program business written pursuant to this
                  Agreement, including agents' commissions and Vendor's
                  Servicing Fees paid, during the preceding quarter.

IV.      COMPANY ACCESS TO RECORDS

         Vendor agrees to permit Company or its duly appointed representatives,
         during the term of this Agreement, the right to visit, inspect,
         examine, copy, verify and audit, at Vendor's offices, any of the
         accounts, files, documents, books, reports and other records in
         possession or control of Vendor relating directly to the WYO Flood
         Program business covered by this Agreement. Such access shall be given
         during reasonable business hours and upon ten (10) days prior written
         notice to Vendor.

         Furthermore, at Company's expense, Vendor shall conduct a biennial
         audit of any and all WYO Flood Program business written by Company
         pursuant to this Agreement. To minimize the expense incurred by Company
         for such biennial audit, Vendor shall select an auditor, subject to
         Company's approval, and shall coordinate the biennial audit.

V.       EXPENSES AND FEES

         A.       Service Fee - Company shall pay Vendor, on a monthly basis,
                  a servicing fee ("Servicing Fee") as specified in the
                  Schedule B, which schedule is attached to and hereto made a
                  part of this Agreement.

         B.       Claims Administration Fee - If Vendor provides claims
                  administration services to Company, Company shall pay Vendor a
                  claims administration fee ("Claims Administration Fee") as
                  specified in the Schedule B.

         C.       Additional Service Expenses - In accordance with the
                  Arrangement, Company shall be liable for operating,
                  administrative and production expenses, including but not
                  limited to any State premium taxes, agents' commissions, or
                  any other expense of whatever nature incurred by the Company
                  in the performance of its obligations under the Arrangement.

         D.       Vendor Expenses - In consideration of the Servicing Fees and
                  Claims Administration Fees paid to Vendor, Vendor shall pay
                  the general expenses of processing the WYO Flood program
                  policies, including those of policy


                                       3

<PAGE>
                  administration, cash management, claims processing and
                  financial and transactional reporting.

         E.       WYO Flood Program Reimbursements - Any WYO Flood program
                  Reimbursements made pursuant to the Arrangement, including,
                  but not limited to, those for the unallocated loss expenses,
                  shall be payable to Vendor upon receipt by Company.

         F.       Marketing Goals - Company shall maintain responsibility for
                  any risk, or shall be entitled to any reward, that may be
                  associated with achieving or failing to achieve any marketing
                  goal set by the FIA or FEMA.

VI.      ADDITIONAL SERVICES AND FEES

         A.       Agent or Company Training - Upon Company request, Vendor will
                  provide one training session per quarter, or four training
                  sessions per year, to company or Company's agents. Company
                  shall provide the training facility and pay Vendor reasonable
                  per diem and travel expenses incurred.

         B.       Marketing Material - Company may use Vendor's previously
                  developed marketing or promotional materials, which Vendor may
                  customize and produce for Company at company's expense.

         C.       Additional Fees and Service - Additional service not defined
                  in this Agreement may be provided as mutually agreed upon
                  between the Company and Vendor in writing.

VII.     CONFIDENTIALITY OF DATA AND INFORMATION.

         A.       Confidential and Proprietary Information - Vendor and Company
                  acknowledge that any and all information concerning the
                  other's business is confidential and proprietary information
                  ("Confidential Information") and neither party shall permit
                  the duplication, use, or disclosure of any such Confidential
                  Information to any person, other than its own employees,
                  agents or representatives who must have such information for
                  the performance of obligations hereunder, unless such
                  duplication, use, or disclosure is specifically authorized in
                  writing by the other party. Confidential information is not
                  meant to include any information which at the time of
                  disclosure is generally known to the public and/or the
                  insurance industry prior to the disclosure.

         B.       Trademarks, Service Marks, Trade Names - Neither party shall
                  use or duplicate the name(s), trademark(s), servicemark(s), or
                  trade name(s) (whether registered or not) of the other party
                  in public releases or advertising or in any other manner
                  unless such use or duplication is specifically authorized in
                  writing by the other party, except that Vendor may include
                  Company's name in a list of clients/customers without such
                  authorization.

         C.       Agreement Terms - Neither party shall disclose information as
                  to specific terms of this Agreement, in particular any details
                  about the work performed or the Service Fees or Claims
                  Administration Fees paid, without prior written consent of the
                  other party.

         D.       Company's Records - Vendor shall maintain system integrity and
                  data security necessary to protect Company's records and data
                  from loss and damage and to protect against unauthorized
                  disclosure of Company's Confidential Information as described
                  in Section VII(A) above.


                                       4

<PAGE>
         E.       Public Disclosure - The disclosure restrictions provided in
                  this section shall be extinguished at the time and to the
                  extent that the Confidential Information becomes generally
                  available to the public domain without the fault of either
                  Vendor or Company.

VIII.    COMMENCEMENT AND TERMINATION.

         A.       Term of Agreement - This Agreement shall become effective on
                  the date that this document is executed by Company and by
                  Vendor and shall have a minimum term ("Initial Term") of
                  thirty six (36) full calendar months unless terminated earlier
                  pursuant to this section VIII (C) of this Agreement. At the
                  conclusion of the Initial Term ("Termination Date"), this
                  Agreement shall be renewed and extended for an additional
                  renewal term of thirty-six (36) months unless otherwise
                  terminated pursuant to this Section VIII (C).

         B.       Termination Without Cause - This Agreement may be terminated,
                  without cause, at any time after the Initial Term by either
                  party upon written notice of termination to the other, not
                  less than ninety (90) days prior to the Termination Date.

         C.       Termination for Cause - Any party may immediately terminate
                  this Agreement for cause upon written notice to the other
                  party in the event of:

                  1.       Bankruptcy, receivership, of either party, regardless
                           of whether any of these occur voluntarily or
                           involuntarily; or

                  2.       Failure by any party to fulfill a material obligation
                           under this Agreement, provided that such party has
                           been notified in writing of such failure and such
                           failure continues without cure for a period of ninety
                           (90) days after written notice thereof.

         D.       Accounting - Upon termination of this Agreement, Vendor shall
                  fully account to Company for all of its responsibilities and
                  activities pursuant to this Agreement.

IX.      LIABILITY.

         A.       Limit of Liability - In no event shall Vendor's liability for
                  breach of this Agreement or any of its provisions exceed the
                  Company's earnings under this agreement for the three months
                  immediately preceding the breach. Vendor shall not be liable
                  for any lost profits, business goodwill, or other
                  consequential, punitive, special or incidental damages
                  incurred by Company.

         B.       Vendor Indemnification - Vendor shall indemnify, defend and
                  hold harmless Company, its officers, and directors from any
                  liability, cost, loss, fine, penalty, claim, demand, damage or
                  expense, including attorney's fees, incurred as a direct
                  result of any act, error or omission by Vendor, or incurred as
                  a result of any material breach of Vendor's obligations under
                  this Agreement. Vendor's indemnification under this paragraph
                  shall be in accordance with the limitations set forth in this
                  Agreement.

         C.       Company Indemnification - Company shall indemnify, defend and
                  hold harmless Vendor, its officers, and directors from any
                  liability, cost, loss, fine, penalty, claim, demand, damage or
                  expense, including attorney's fees, incurred as a


                                       5
<PAGE>
                  direct result of any act, error or omission by Company or
                  incurred as a result of any material breach of Company's
                  obligations under this Agreement. Company's indemnification
                  under this paragraph shall be in accordance with the
                  limitations set forth in this Agreement.

         D.       Notice of Claim - All parties agree to promptly give the other
                  notice upon being notified or becoming aware of an allegation
                  or claim which could give rise to a claim under this section.

X.       GENERAL AGREEMENTS

         A.       Applicable Law - This Agreement in all matters arising
                  thereunder shall be governed by and determined in accordance
                  with the laws of the State of Florida. Venue for any actions
                  arising hereunder shall be in a State court of competent
                  jurisdiction in Pinellas County, Florida. Notwithstanding the
                  foregoing, this section shall not apply to any matter that
                  relates specifically to and involves an insured party,
                  including but not limited to Claims filed by an insured.

         B.       Entire Agreement - This Agreement, and any exhibits, schedules
                  or addenda attached hereto, contain all of the prior oral
                  and/or previously written agreements, representations, and
                  arrangements between the parties hereto. There are no
                  representations or warranties other than those set forth
                  herein. No change or modification of this Agreement shall be
                  valid unless the same shall be in writing and signed by all of
                  the parties hereto. All schedules, addendum of any kind, or
                  attachments to this Agreement shall be made a part of this
                  Agreement and shall be subject to all terms and conditions of
                  this Agreement.

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

         D.       Company Warranties - Company warrants that it and that it is
                  licensed to engage in the insurance business in all
                  jurisdictions in which it has duly authorized Vendor to issue
                  policies or other insurance coverage in the Company's name.
                  Further, Company warrants to Vendor that it will comply with
                  the laws of the state or states covered by this Agreement and
                  with the rules and regulations of all regulatory authorities
                  having jurisdiction over Company's activities, and shall,
                  whenever necessary, maintain at its own expense all required
                  licenses to transact business in such states.

         E.       Vendor Warranties - Vendor warrants to Company that it is
                  duly authorized and incorporated to transact the business of
                  servicing insurance companies. Further, Vendor warrants to
                  Company that it will comply with the laws of the state or
                  states covered by this Agreement and with the rules and
                  regulations of all regulatory authorities having jurisdiction
                  over Vendor's activities, and shall, whenever necessary,
                  maintain at its own expense all required licenses other than
                  agents licenses unless specifically noted in Schedule A of
                  this agreement, to transact business in such states.


                                       6

<PAGE>


         F.       Invalidation - Should any part of this Agreement for any
                  reason be declared invalid, such decision shall not effect the
                  validity of any remaining portion, which remaining portion
                  shall remain in full force and effect as if the Agreement had
                  been executed with the invalid portion thereof eliminated. It
                  is, therefore, declared the intention of the parties hereto
                  that each of them will have executed the remaining portion of
                  this Agreement without including therein any such part, parts
                  or portion which may, for any reason, be hereafter declared
                  void.

         G.       Construction of Agreement - The parties acknowledge that each
                  party and its counsel have reviewed and revised this Agreement
                  and that the normal rule of construction to the effect that
                  any ambiguities are to be resolved against the drafting party
                  shall not be employed in the interpretation of this Agreement
                  or any amendments or exhibits hereto.

         H.       Miscellaneous - Words of a gender used in this Agreement shall
                  be held to include any other gender, the words in a singular
                  number held to include the plural, when the sentence so
                  requires. Section headings are intended for purposes of
                  description only and shall not be used for purposes of
                  interpretation of this Agreement.

         I.       Notices - Any and all notices, designations, consents, offers,
                  acceptances, or any other communication provided for herein
                  shall be given in writing by hand delivery, by overnight
                  carrier, by registered or certified mail or by facsimile
                  transmission and shall be addressed as follows:

                  As to Company:    First Insurance Company of Hawaii, LTD
                                    1100 Ward Avenue
                                    Honolulu, HI 96814
                                    (808) 545-3262
                  Attention:        Antonio Abad, Assistant Vice President


                  As to Vendor:     Insurance Management Solutions, Inc.
                                    360 Central Avenue
                                    St. Petersburg, FL 33701
                  Fax Number:       (813) 823-6518
                  Attention:        Kelly King, Senior Vice President

                  Notices sent by hand delivery shall be deemed effective on the
                  date of hand delivery. Notices sent by overnight carrier shall
                  be deemed effective on the next business day after being
                  placed into the hands of the overnight carrier. Notices sent
                  by registered or certified mail shall be deemed effective on
                  the third business day after being deposited into the post
                  office. Notices sent by facsimile transmission shall be deemed
                  to be effective on day when sent if sent prior to 4:30 p.m.
                  (the time being determined by the time zone of the recipient)
                  otherwise they shall be deemed effective on the next business
                  day.

            (The remainder of this page is intentionally left blank)


                                       7
<PAGE>

IN WITNESS WHEREOF, the parties hereto by their respective duly authorized
representatives have executed this Agreement to be effective as of the 22ND day
of MARCH, 1999.

<TABLE>
<CAPTION>
"Vendor":                                               "Company":
<S>                                                     <C>
INSURANCE MANAGEMENT SOLUTIONS, INC.                    FIRST INSURANCE COMPANY OF HAWAII, LTD.



By: /s/ Kelly R. King                                   By: /s/ Ernie L. Moore
   ----------------------------------------                -----------------------------------------

As its:  SR. V.P.                                       As its: SR. VICE PRESIDENT
       ------------------------------------                    -------------------------------------

Date: 3/17/99                                           Date: 3-22-99
     --------------------------------------                  ---------------------------------------
</Table>


                                       8

<PAGE>
                                   SCHEDULE A

                    APPLICABLE STATES AND INSURANCE PROGRAM

Company hereby authorizes Vendor to supervise and administer its Insurance
Program for the following line(s) of business in the following "Applicable
States":

LINES OF BUSINESS:

WYO Flood Insurance

APPLICABLE STATES:

Hawaii


                                       9
<PAGE>
                                   SCHEDULE B

                                      FEES

POLICY ADMINISTRATION

Company shall pay Vendor a monthly Servicing Fee of 8% Direct Written Premium,
for all Administration services rendered by Vendor pursuant to this Agreement.

The Service Fee shall be retained from the Restricted Account as an Allowable
Expense payable to Vendor.


CLAIM ADMINISTRATION

Company shall pay Vendor the following Claim Administration Fees:

Claim System Services: Vendor shall retain .25% of Direct Earned Premium for
the Claim System utilization and maintenance, training, check disbursement and
claim reporting requirements as outlined in the WYO Arrangement.

Catastrophe Services: Vendor will provide Full Catastrophe Flood Claim
Services. Vendor shall retain the full 3.3% Administration Fee and Fee Schedule
for Catastrophe Services.

The Claim Administration Fees shall be retained from the Restricted Account as
an Allowable Expense payable to Vendor.


                                       10
<PAGE>
          ADDENDUM TO THE INSURANCE ADMINISTRATION SERVICES AGREEMENT

THIS ADDENDUM TO THE INSURANCE ADMINISTRATION SERVICES AGREEMENT (hereinafter,
"Addendum") dated this ___ day of ______________, 1999, by and between
INSURANCE MANAGEMENT SOLUTIONS, INC. ("Vendor"), and FIRST INSURANCE COMPANY OF
HAWAII, LTD. ("Company"), hereby modifies and supplements that INSURANCE
ADMINISTRATION SERVICES AGREEMENT (hereinafter, "Agreement"), by and between
the Company and Vendor, effective on March 22, 1999, and shall be attached to
and form a part of the Agreement.

I.       Claim Service - Article II, Paragraph B of the Agreement is hereby
         deleted and replaced with the following:

         Claim Service - Vendor shall have responsibility for the
         administration and processing of WYO Policy claims ("Claim") under
         this Agreement. Vendor shall provide "Full Claim Service", which shall
         be defined as processing and administering a Claim from the Claim's
         inception until closing. The Claim shall be processed and administered
         in accordance with the following procedures:

         A.       Processing. Vendor shall provide Claims processing in
                  accordance with the Arrangement and the Financial Control
                  Plan. Vendor may also rely on information and direction
                  contained in the WYO Flood Program Claims Manual, the FEMA
                  Adjuster Manual, the Flood Insurance (Agent's) Manual, the
                  standard flood insurance policy, the WYO Operational
                  Overview, and/or other WYO Flood Program instructional
                  material.

         B.       Catastrophe Office. A catastrophe team may be engaged at the
                  discretion of the Vendor to provide Claims support. Vendor
                  shall coordinate activities and shall provide information to
                  the FIA or its designee whenever a flood insurance
                  catastrophe office is established.

II.      Schedule B - Schedule B of the Agreement is hereby modified as follows:

         Catastrophe Services: Vendor shall retain 3.3% of the net Claim after
         application of the deductible.

III.     General Agreement - All provisions within the Agreement, not
         inconsistent with this Addendum, shall remain in effect and are
         enforceable.

         IN WITNESS WHEREOF, the parties have executed this Agreement or caused
this Agreement to be duly executed by their corporate officers on the dates as
indicated hereafter.

<Table>
<Caption>
COMPANY:                                                    VENDOR:
<S>                                                         <C>
FIRST INSURANCE COMPANY OF HAWAII, LTD.                     INSURANCE MANAGEMENT SOLUTIONS, INC.



By: /s/ Ernest H. Fukeda, Jr.                               By: /s/ C. Breakiron
   --------------------------------------                      ---------------------------------------

As its: VICE PRESIDENT                                      As its: CFO
       ----------------------------------                          -----------------------------------

Date: 1-28-2000                                             Date 1/30/00
     ------------------------------------                       --------------------------------------
</Table>
<PAGE>

            Addendum to Insurance Administration Services Agreement

This addendum effective July 26, 2002 is hereby attached to and made a part of
the Insurance Administration Services Agreement dated March 22, 1999 between
Insurance Management Solutions, Inc. and First Insurance Company of Hawaii, Ltd.

The Insurance Administration Services Agreement is amended as follows:

         Section VIII.     Commencement and Termination.

                           A. Term of Agreement-

The following shall be deleted:

         At the conclusion of the Initial Term ("Termination Date"), this
         Agreement shall be renewed and extended for an additional renewal term
         of thirty-six (36) months unless otherwise terminated pursuant to this
         Section VIII(C).

And replaced with:

         At the conclusion of the Initial Term ("Termination Date"), this
         Agreement shall be renewed and extended for an additional term of
         twelve (12) months unless otherwise terminated pursuant to this
         Section VIII(C).

In all other respects, the Insurance Administration Services Agreement dated
March 22, 1999 shall remain unchanged.

IN WITNESS WHEREOF, the parties have executed or caused this aforementioned
Agreement as amended by this addendum to be duly executed by its corporate
officers on the dates as indicated hereafter.

Company:                                    Vendor:

First Insurance Company of Hawaii, Ltd.     Insurance Management Solutions, Inc.


By: /s/ Antonio Abad                        By: /s/ D. M. Howard
  -------------------------------------       ----------------------------------

As its: VICE PRESIDENT                      As its: PRES/CEO
       --------------------------------            -----------------------------

Date:  JULY 26, 2002                        Date:  July 31, 2002
     ----------------------------------          -------------------------------




</TEXT>
</DOCUMENT>
