Inspire Insurance Solutions Inc Sample Contracts

Inspire Insurance Solutions Inc – CLAIMS ADMINISTRATION AGREEMENT (November 7th, 2002)

Exhibit 10.6 ================================================================================ CLAIMS ADMINISTRATION AGREEMENT by and among INSPIRE CLAIMS MANAGEMENT, INC., debtor and debtor-in-possession, INSPIRE INSURANCE SOLUTIONS, INC., debtor and debtor-in-possession, And ARROWHEAD CLAIMS MANAGEMENT, INC. Dated as of May 14, 2002 ================================================================================ CLAIMS ADMINISTRATION AGREEMENT THIS CLAIMS ADMINISTRATION AGREEMENT, dated as of May 14, 2002 (the "Signing Date"), is by and among INSpire Claims Management, Inc., a Delaware corporation and debtor and debtor-in-possession ("INSpire Claims"), INSpire Insurance Solutions, I

Inspire Insurance Solutions Inc – CLAIMS MANAGEMENT SYSTEM AND SUPPORT SERVICES AGREEMENT (November 7th, 2002)

Exhibit 10.5 ================================================================================ CLAIMS MANAGEMENT SYSTEM AND SUPPORT SERVICES AGREEMENT AND FIRST AMENDMENT TO CLAIMS ADMINISTRATION SERVICES AGREEMENT by and among INSPIRE CLAIMS MANAGEMENT, INC., INSPIRE INSURANCE SOLUTIONS, INC. and ARROWHEAD CLAIMS MANAGEMENT, INC. Dated as of January _, 2002 ================================================================================ This Agreement is subject to arbitration under the rules and regulations of the American Arbitration Association as provided in Article X hereof.

Inspire Insurance Solutions Inc – SUBLEASE (November 7th, 2002)

Exhibit 10.12 ================================================================================ SUBLEASE between INSPIRE INSURANCE SOLUTIONS, INC., debtor and debtor-in-possession, And ARROWHEAD GENERAL INSURANCE AGENCY, INC. Dated as of May 14, 2002 ================================================================================ SUBLEASE This Sublease ("Sublease") is made and entered into as of May 14, 2002, by and between INSPIRE INSURANCE SOLUTIONS, INC., a Texas corporation and debtor and debtor-in-possession (hereafter "Sublessor"), and Arrowhead General Insurance Agency, Inc., a Minnesota corporation (hereafter "Sublessee"), with reference to the

Inspire Insurance Solutions Inc – COMPREHENSIVE PREFERRED ESCROW AGREEMENT (November 7th, 2002)

Exhibit 10.2 COMPREHENSIVE PREFERRED ESCROW AGREEMENT Account Number 0914362-00002 This Agreement is effective September 28, 2001 among DSI Technology Escrow Services, Inc. ("DSI"), INSpire Insurance Solutions, Inc. ("Depositor") and Millers American Group, Inc., acting on behalf of itself and its affiliates, ("Preferred Beneficiary"), who collectively may be referred to in this Agreement as "the parties." A. WHEREAS Depositor and Preferred Beneficiary have entered into a Master Services Agreement dated December 30, 1999, inclusive of various Service Addendums including but not limited to IT Service Addendums 1.1.5 and 1.1.6 (as subsequently amended from time to time); B. WHEREAS Depositor desires to avoid disclosure of its proprietary technology except under certain limited circumstances; C. WHEREAS the availabil

Inspire Insurance Solutions Inc – SERVICES AGREEMENT (November 7th, 2002)

Exhibit 10.13 SERVICES AGREEMENT (hereinafter called the "Agreement") among INSPIRE INSURANCE SOLUTIONS, INC., a Texas corporation ("IIS") INSPIRE CLAIMS MANAGEMENT, INC., A Delaware corporation ("ICM") (IIS and ICM are collectively referred to hereinafter as "Inspire") and CLARENDON NATIONAL INSURANCE COMPANY, a New Jersey corporation ("CN") HARBOR SPECIALTY INSURANCE COMPANY, a New Jersey corporation ("HS") (CN and HS are collectively referred to hereinafter as "Clarendon") made as of the 22 day of August, 2002. RECITALS A. Clarendon is an insurer writing and administering its business through independent general agents and claims

Inspire Insurance Solutions Inc – ASSET PURCHASE AGREEMENT (November 7th, 2002)

Exhibit 10.10 ================================================================================ ASSET PURCHASE AGREEMENT between INSPIRE INSURANCE SOLUTIONS, INC., debtor and debtor-in-possession, and ARROWHEAD GENERAL INSURANCE AGENCY, INC. Dated as of May 14, 2002 ================================================================================ ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of May 14, 2002 (the "Signing Date"), is made by and between Arrowhead General Insurance Agency, Inc., a Minnesota corporation ("Purchaser"), and INSpire Insurance Solutions, Inc., a Texas corporation, debtor and debtor-in-possession, ("

Inspire Insurance Solutions Inc – PROFESSIONAL SERVICES AGREEMENT (November 7th, 2002)

Exhibit 10.9 PROFESSIONAL SERVICES AGREEMENT By and between INSPIRE INSURANCE SOLUTIONS, INC., Debtor and Debtor-in-Possession, ARROWHEAD GENERAL INSURANCE AGENCY, INC., And ARROWHEAD CLAIMS MANAGEMENT, INC. Dated as of May 14, 2002 PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES 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, and Arrowhead Claims Management, Inc. (collectively "Customer"). INSpire and Customer are sometimes collectively referred to as

Inspire Insurance Solutions Inc – AGREEMENT (November 7th, 2002)

Exhibit 10.7 ================================================================================ POLICY PROCESSING AND ADMINISTRATION AGREEMENT By and between INSPIRE INSURANCE SOLUTIONS, INC., Debtor and Debtor-in-Possession And ARROWHEAD GENERAL INSURANCE AGENCY, INC. Dated as of May 14, 2002 ================================================================================ POLICY PROCESSING AND ADMINISTRATION AGREEMENT THIS POLICY PROCESSING AND ADMINISTRATION AGREEMENT, dated as of May 14, 2002 (the "Signing Date"), is by and among INSpire Insurance Solutions, Inc., a Texas corporation, and debtor and debtor-in-possession ("INSpire"), and Arrowhead General Insurance Agency,

Inspire Insurance Solutions Inc – COMPREHENSIVE PREFERRED ESCROW AGREEMENT (November 7th, 2002)

Exhibit 10.11 ================================================================================ COMPREHENSIVE PREFERRED ESCROW AGREEMENT between DSI TECHNOLOGY ESCROW SERVICES, INC. and INSPIRE INSURANCE SOLUTIONS, INC., debtor and debtor-in-possession, and ARROWHEAD GENERAL INSURANCE AGENCY, INC. Dated as of May 14, 2002 ================================================================================ COMPREHENSIVE PREFERRED ESCROW AGREEMENT THIS COMPREHENSIVE PREFERRED ESCROW AGREEMENT (this "Agreement") is effective May 14, 2002 (the "Effective Date"), among DSI Technology Escrow Services, Inc. ("DSI"), INSpire Insurance Solutions,

Inspire Insurance Solutions Inc – MASTER SERVICES AGREEMENT (November 7th, 2002)

Exhibit 10.1 MASTER SERVICES AGREEMENT Between INSpire Insurance Solutions, Inc. and Each Millers Entity Executing a Service Addendum Dated as of [12-30], 1999 This Agreement is subject to arbitration under the rules and regulations of the American Arbitration Association as provided in Article IX hereof. TABLE OF CONTENTS Page ARTICLE I. TERMS OF ENGAGEMENT FOR SERVICES...............

Inspire Insurance Solutions Inc – SOFTWARE LICENSE AGREEMENT (November 7th, 2002)

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 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 S

Inspire Insurance Solutions Inc – SERVICES AGREEMENT DATED DECEMBER 30, 1999 AND ALL SUBSEQUENT AMENDMENTS (November 7th, 2002)

Exhibit 10.3 FIRST AMENDED AND RESTATED SERVICE ADDENDUM 1.1.1 MILLERS IN-HOUSE POLICY PROCESSING - IT THIS FIRST AMENDED AND RESTATED SERVICE ADDENDUM 1.1.1 (THIS "AMENDED ADDENDUM"), AS OF THE EFFECTIVE DATE CITED BELOW, HEREBY AMENDS, SUPERCEDES AND REPLACES IN ITS ENTIRETY AND FOR ALL PURPOSES THAT CERTAIN SERVICE ADDENDUM 1.1.1 DATED OCTOBER 1, 1997, AMONG INSPIRE, THE MILLERS INSURANCE COMPANY, AND THE MILLERS CASUALTY INSURANCE COMPANY (THE "ORIGINAL PARTIES"). THIS AMENDED ADDENDUM IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THAT CERTAIN MASTER SERVICES AGREEMENT DATED DECEMBER 30, 1999 AND ALL SUBSEQUENT AMENDMENTS THERETO, AMONG THE ORIGINAL PARTIES AND MILLERS GENERAL AGENCY INC. (THE "AGREEMENT"). A PARTY'S EXECUTION OF THIS AMENDED ADDENDUM WILL BE DEEMED TO BE SUCH PARTY'S (1) ACKNOWLEDGEMENT AND ACCEPTANCE OF THE TERM

Inspire Insurance Solutions Inc – EMPLOYMENT AGREEMENT (November 7th, 2002)

Exhibit 10.30 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement made and entered into this 18th day of October 2001, to be effective on October 18, 2001 ("Effective Date"), by and between INSpire Insurance Solutions, Inc., a Texas corporation ("Employer"), and Richard J. Marxen, a resident of Texas ("Employee"). WITNESSETH: WHEREAS, Employer is a corporation engaged in business in the State of Texas and throughout the United States; WHEREAS, Employer desires to employ Employee in the capacity of Chief Executive Officer and President stems upon the terms and conditions hereinafter set forth; and WHEREAS, Employee agreeing to enter into this Agreement with respect to his Services employment and services upon terms and conditions hereinafter set forth. NOW, THEREFORE in consideration of the mutual covenant

Inspire Insurance Solutions Inc – PRESS RELEASE FOR IMMEDIATE PUBLICATION (October 4th, 2002)

EXHIBIT 99.1 INSPIRE INSURANCE SOLUTIONS For More Information Contact Larry Stern - Media Relations 300 Burnett Street 817.348.3335 Fort Worth, Texas 76102 lstern@nspr.com --------------- 817.348.3999 817.348.3677 Dic Marxen - Investor Relations 817.348.3680 RMarxen@nspr.com ---------------- PRESS RELEASE FOR IMMEDIATE PUBLICATION Bankruptcy Court Approves INSpire Insurance Solutions Disclosure Statem

Inspire Insurance Solutions Inc – Letter of Intent (August 26th, 2002)

[ON LETTERHEAD OF CGI INFORMATION SYSTEMS AND MANAGEMENT CONSULTANTS, INC.] Letter of Intent This is a Letter of Intent (this "Letter") entered into as of this 24th day of July, 2002, by and among CGI Group Inc., a corporation organized under the laws of the Province of Quebec ("CGI"), INSpire Insurance Solutions, Inc., a corporation organized under the laws of the State of Delaware ("Solutions") and INSpire Claims Management, Inc., a corporation organized under the laws of the State of Texas ("Management" and, together with Solutions, "INSpire"). Solutions and Management have each filed petitions under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Northern District of Texas (the "Bankruptcy Court"), such petitions jointly administered as Bankruptcy Case No. 75-2595937; and CGI desires to make a proposal to purchase all or substantiall

Inspire Insurance Solutions Inc – New Agreement Saves INSpire Approximately $3.3 Million in 2002 (January 24th, 2002)

EXHIBIT 99.2 INSpire Insurance Solutions Announces Restructured Contract With Arrowhead Claims Management New Agreement Saves INSpire Approximately $3.3 Million in 2002 FORT WORTH, Texas, Jan. 18 /PRNewswire-FirstCall/ -- INSpire Insurance Solutions (Nasdaq: NSPR - news), a leader in property and casualty software systems and business process outsourcing, announced today that it has entered into a new agreement with Arrowhead Claims Management, Inc. (ACM) that alters an existing claims administration agreement with ACM. Under the terms of the new agreement, INSpire will eliminate approximately $3.3 million in losses that it otherwise would have incurred in 2002. This new agreement does not impact the policy services INSpire currently provides to Arrowhead General Insurance Agency, Inc., which is INSpire's largest customer. INSpire will continue to administer commercial and personal property claims on

Inspire Insurance Solutions Inc – INSpire Insurance Solutions Announces The Robert Plan Contract Termination (December 29th, 2000)

[Letterhead of INSpire Insurance Solutions, Inc.] INSpire Insurance Solutions Announces The Robert Plan Contract Termination FORT WORTH, TEXAS, DECEMBER 27 -- INSpire Insurance Solutions, Inc. (Nasdaq: NSPR) said today that it has been informed by The Robert Plan, Bethpage, NY, that The Robert Plan will terminate its existing policy and claims services agreement effective December 27, 2000. "We are deeply disappointed that The Robert Plan has chosen not to move forward with our relationship," stated INSpire Chairman and CEO John Pergande. "The timing is surprising because we are now at the point of beginning the conversion of 60% of their business after many months of focused effort by our teams in New Jersey and South Carolina. As we previously disclosed, the new systems implementation was initially delayed because of project management difficulties. We successfully implemented Phase 1 of The Robert

Inspire Insurance Solutions Inc – SEPARATION AGREEMENT (August 14th, 2000)

1 EXHIBIT 10.3 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (the "Agreement") is made and entered into as of the 7 day of May, 2000, by and between F. GEORGE DUNHAM III, an individual resident of the State of Texas ("Executive") and INSPIRE INSURANCE SOLUTIONS, INC., a Texas corporation (the "Company"). The Company and Executive have mutually agreed that it is appropriate for Executive to resign from all positions he now holds with the Company on the terms set forth below. 1. RESIGNATION: Executive has resigned from all offices, directorships and all other positions he currently holds with the Company effective May 3, 2000. The foregoing resignation includes Executive's position as trustee, agent, advisor or committee member under all employee benefit plans and trusts of the Company, and his position as authorized signatory on any and all bank accounts of the Co

Inspire Insurance Solutions Inc – EMPLOYMENT AGREEMENT (August 14th, 2000)

1 EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), made and entered into this 1st day of July, 2000, to be effective on July 1, 2000 (the "Effective Date"), by and between INSpire Insurance Solutions, Inc., a Texas corporation ("Employer"), and Gordon L. Gaar, a resident of Texas ("Employee"). WITNESSETH: WHEREAS, Employer is a corporation engaged in business in the State of Texas and throughout the United States; WHEREAS, Employer desires to employ Employee in the capacity of Executive Vice President and Chief Technology Officer, upon the terms and conditions hereinafter set forth; and WHEREAS, Employee is willing to enter into this Agreement with respect to his employment and services upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in considera

Inspire Insurance Solutions Inc – EMPLOYMENT AGREEMENT (May 12th, 2000)

1 EXHIBIT 10.0 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), made and entered into this 1st day of April, 2000, to be effective on July 1, 2000 (the "Effective Date"), by and between INSpire Insurance Solutions, Inc., a Texas corporation ("Employer"), and Jeffrey W. Robinson, a resident of Texas ("Employee"). W I T N E S S E T H: WHEREAS, Employer is a corporation engaged in business in the State of Texas and throughout the United States; WHEREAS, Employer desires to employ Employee in the capacity of President and Chief Operating Officer, upon the terms and conditions hereinafter set forth; and WHEREAS, Employee is willing to enter into this Agreement with respect to his employment and services upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenant

Inspire Insurance Solutions Inc – COMMERCIAL LEASE AGREEMENT (March 9th, 2000)

1 EXHIBIT 10.51 AMENDMENT NO. 2 TO COMMERCIAL LEASE AGREEMENT BY AND BETWEEN IIS REALTY, LTD., AS LANDLORD AND INSPIRE INSURANCE SOLUTIONS, INC., AS TENANT This Amendment No. 2 to the Commercial Lease Agreement dated as of November 4, 1998 by and between IIS Realty Ltd., a Texas limited partnership, as Landlord and INspire Insurance Solutions, Inc., as Tenant, as amended by Amendment No. 1 to Commercial Lease Agreement dated May 1, 1999 (the "Lease Agreement"), is entered into as of the 1st day of November, 1999 by and between Landlord and Tenant. W I T N E S S E T H: WHEREAS, Tenant has heretofore leased from Landlord certain space located on the first (1st),

Inspire Insurance Solutions Inc – COMMERCIAL LEASE AGREEMENT (March 9th, 2000)

1 EXHIBIT 10.50 AMENDMENT NO. 1 TO COMMERCIAL LEASE AGREEMENT BY AND BETWEEN IIS REALTY, LTD., AS LANDLORD AND INSPIRE INSURANCE SOLUTIONS, INC., AS TENANT This Amendment No. 1 to the Commercial Lease Agreement dated as of November 4, 1998 by and between IIS Realty Ltd., a Texas limited partnership, as Landlord and INspire Insurance Solutions, Inc., as Tenant, (the "Lease Agreement"), is entered into as of the 1st day of May, 1999 by and between Landlord and Tenant. W I T N E S S E T H: WHEREAS, Tenant has heretofore leased from Landlord certain space located on the first (1st), second (2nd) and third (3rd) floors of that certain office building known as 3

Inspire Insurance Solutions Inc – MASTER SERVICES AGREEMENT (March 9th, 2000)

1 EXHIBIT 10.55 ================================================================================ MASTER SERVICES AGREEMENT between INSpire Insurance Solutions, Inc. and Each Millers Entity Executing a Service Addendum Dated as of [12-30], 1999 ================================================================================ THIS AGREEMENT IS SUBJECT TO ARBITRATION UNDER THE RULES AND REGULATIONS OF THE AMERICAN ARBITRATION ASSOCIATION AS PROVIDED IN ARTICLE IX HEREOF. 2 TABLE OF CONTENTS Page

Inspire Insurance Solutions Inc – RIGHTS AGREEMENT (March 26th, 1999)

1 EXHIBIT 4.2 =============================================================================== AMENDED AND RESTATED RIGHTS AGREEMENT by and between INSPIRE INSURANCE SOLUTIONS, INC. and U.S. TRUST COMPANY OF TEXAS, N.A. as Rights Agent Dated as of December 18, 1998 =============================================================================== 2 TABLE OF CONTENTS Section 1. Certain Definitions ..................................................... 1 Section 2. Appointment of Rights Agent

Inspire Insurance Solutions Inc – LEASE (March 26th, 1999)

1 EXHIBIT 10.51 LEASE ADI ARROW PARTNERS, L.P. a California limited partnership LANDLORD ARROWHEAD GENERAL INSURANCE AGENCY, INC., a Minnesota corporation TENANT 2 LEASE This Lease ("Lease"), made this 10th day of April, 1996, by and between ADI ARROW PARTNERS, L.P., a California limited partnership ("Landlord"), and ARROWHEAD GENERAL INSURANCE AGENCY, INC., a Minnesota corporation ("Tenant"). WITNESSETH "Land" means that approximately 6.10 acre-sized (266,000 square feet) parcel of land situated in San Diego County, California, together with any appurtenant easemen

Inspire Insurance Solutions Inc – COMMERCIAL LEASE AGREEMENT (March 26th, 1999)

1 EXHIBIT 10.50 COMMERCIAL LEASE AGREEMENT THIS LEASE AGREEMENT made and entered into by and between IIS REALTY LTD., a Texas limited partnership hereinafter referred to as "Landlord," and INSPIRE INSURANCE SOLUTIONS, INC. hereinafter referred to as "Tenant;" WITNESSETH: Landlord hereby leases to Tenant, and Tenant hereby takes from Landlord the following described premises (hereinafter referred to as the "demised premises" or "premises") situated within the County of Tarrant, State of Texas: The entire first (1st), second (2nd) and third (3rd) floors of that certain building located at 300 Burnett Street, Fort Worth, Texas, comprising approximately 96,160 rentable square feet, together with all rights, privileges, easements and appurtenances belonging to or in any way pertaining to the demised premises and together with

Inspire Insurance Solutions Inc – EXECUTIVE PERFORMANCE STOCK INCENTIVE PLAN (March 26th, 1999)

1 EXHIBIT 10.49 INSPIRE INSURANCE SOLUTIONS, INC. EXECUTIVE PERFORMANCE STOCK INCENTIVE PLAN Section 1. Purposes. The INSpire Insurance Solutions, Inc. Executive Performance Stock Incentive Plan (the "Plan") was established by the Board of Directors of INSpire Insurance Solutions, Inc. (the "Company"), effective as of January 1, 1999, subject to approval by the shareholders of the Company. The purpose of the Plan is to provide incentivized, at-risk compensation for a select group of management or highly compensated employees of the Company or its Subsidiaries whom the Company believes can contribute materially to the continued growth, development and success of the Company. Section 2. Definitions. As used in this Plan, the following terms shall have the meanings indicated below: (a) "Base Award" shall mean a Base Awar

Inspire Insurance Solutions Inc – OFFICE LEASE (March 26th, 1999)

1 EXHIBIT 10.52 OFFICE LEASE THIS LEASE made and entered into this ____ day of October, 1996, by and between Dr. Peter Schmalisch hereinafter called "Landlord", and Strategic Data Systems, Inc., a Wisconsin corporation hereinafter called "Tenant". WITNESSETH: In consideration of the covenants and agreements of the respective parties herein contained, the parties hereto, for themselves, their heirs, distributees, executors, administrators, legal representatives and permitted assigns, do hereby agree as follows: A. DEMISED PREMISES AND COMMON FACILITIES: Landlord by these presents does hereby demise and let unto Tenant, and Tenant leases and hires from Landlord for the term and upon the rental, covenants and agreements herein set forth those certain premises ("Premises") in the City of Columb

Inspire Insurance Solutions Inc – EXECUTIVE EMPLOYMENT AGREEMENT (March 26th, 1999)

1 EXHIBIT 10.46 FORM OF EXECUTIVE EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), made and entered into this ___ day of ________________, to be effective on ____________ (the "Effective Date"), by and between INSpire Insurance Solutions, Inc., a Texas corporation ("Employer"), and ______________, a resident of ____________ ("Employee"). W I T N E S S E T H: WHEREAS, Employer is a corporation engaged in business in the State of Texas and throughout the United States; WHEREAS, Employer desires to employ Employee in the capacity of ______________ ________________________, upon the terms and conditions hereinafter set forth; and WHEREAS, Employee is willing to enter into this Agreement with respect to his employment and services upon the terms and conditions hereinaft

Inspire Insurance Solutions Inc – STOCK PURCHASE AGREEMENT (December 14th, 1998)

1 EXHIBIT 2.1 ================================================================================ STOCK PURCHASE AGREEMENT by and among INSpire INSURANCE SOLUTIONS, INC., ARROW CLAIMS MANAGEMENT, INC. and ALL THE SHAREHOLDERS OF ARROW CLAIMS MANAGEMENT, INC. regarding the sale of 100% of the outstanding capital stock of Arrow Claims Management, Inc. dated as of October 29, 1998 ================================================================================ 2 SCHEDULES AND EXHIBITS Schedule Description --------

Inspire Insurance Solutions Inc – REGISTRATION RIGHTS AGREEMENT (December 14th, 1998)

1 EXHIBIT 10.2 =============================================================================== REGISTRATION RIGHTS AGREEMENT by and between INSpire INSURANCE SOLUTIONS, INC. and ARROWHEAD GENERAL INSURANCE AGENCY, INC. dated as of December 1, 1998 =============================================================================== 2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of December 1, 1998 (the "SIGNING Date"), is made by and between INSpire Insurance Solutions, Inc., a Texas corporation ("INSPIRE") and Arrowhead General Insurance Agency, Inc., a Minnesota corporation ("AGIA"). INSpire and AGIA are sometimes together referred to as the "PARTIES,"

Inspire Insurance Solutions Inc – OPTION AGREEMENT (December 14th, 1998)

1 EXHIBIT 10.1 ================================================================================ OPTION AGREEMENT by and between INSpire INSURANCE SOLUTIONS, INC., and ARROWHEAD GENERAL INSURANCE AGENCY, INC. dated as of December 1, 1998 ================================================================================ 2 THIS OPTION AGREEMENT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES ACTS OF ANY STATE AND MAY NOT BE TRANSFERRED OR SOLD IN VIOLATION OF SUCH ACTS OR THE RULES AND REGULATIONS PROMULGATED THEREUNDER. OPTION AGREEMENT THIS OPTION AGREEMENT (this "AGREEMENT"), dated as of December 1, 1998, (the

Inspire Insurance Solutions Inc – ASSET PURCHASE AGREEMENT (December 14th, 1998)

1 EXHIBIT 2.2 =============================================================================== ASSET PURCHASE AGREEMENT between INSpire INSURANCE SOLUTIONS, INC. and ARROWHEAD GENERAL INSURANCE AGENCY, INC. regarding the sale of a certain business and the assets related to such business dated as of October 29, 1998 =============================================================================== 2 SCHEDULES AND EXHIBITS Schedule Description -------- -----------

Inspire Insurance Solutions Inc – EMPLOYMENT AGREEMENT (November 13th, 1998)

1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), made and entered into this 3rd day of September, 1998, to be effective on September 3, 1998 (the "Effective Date"), by and between INSpire Insurance Solutions, Inc., a Texas corporation ("Employer"), and John C. Aldredge, a resident of Texas ("Employee"). W I T N E S S E T H: WHEREAS, Employer is a corporation engaged in business in the State of Texas and throughout the United States; WHEREAS, Employer desires to employ Employee in the capacity of Senior Vice President -- Research and Development, upon the terms and conditions hereinafter set forth; and WHEREAS, Employee is willing to enter into this Agreement with respect to his employment and services upon the terms and conditions hereinafter set forth. NOW, THEREFORE, i

Inspire Insurance Solutions Inc – SECOND AMENDED AND RESTATED 1997 STOCK OPTION PLAN (May 21st, 1998)

1 EXHIBIT 4.1 INSPIRE INSURANCE SOLUTIONS, INC. SECOND AMENDED AND RESTATED 1997 STOCK OPTION PLAN ARTICLE I. PURPOSES 1.1 Purpose of Plan. The purposes of the INSpire Insurance Solutions, Inc. Second Amended and Restated 1997 Stock Option Plan (the "Plan") are to advance the interests of INSpire Insurance Solutions, Inc. (the "Company") and its shareholders by providing significant incentives to selected officers, directors and employees of the Company and its Subsidiaries (as defined herein) and to enhance the interest of such officers, directors and employees in the Company's success and progress by providing them with an opportunity to become shareholders of the Company. Further, the Plan is designed to enhance the Company's ability to attract and retain qualified management and other per