Managing General Agency Agreement

Agreement made as of Sept. 4, 2001 between:


AMERICAN VEHICLE INSURANCE COMPANY (the "Company"), an insurance company organized under the laws of Florida and


ASSURANCE MANAGING GENERAL AGENTS, INC. (the "General Agent"), a Florida corporation.


WHEREAS, the Company is a property and casualty company authorized to issue private passenger automobile insurance policies in the State of Florida (the "Policies"); and


WHEREAS, the Company wishes to engage the General Agent to provide statistical reports, underwrite, market, administer and manage the Policies; and


WHEREAS, the General Agent desires to market, underwrite, administer and manage the Policies on behalf of the Company under the direction and supervision of the Company.


NOW, THEREFORE, it is agreed as follows:


ARTICLE I - TERM AND AUTHORIZATION


1.1 Term. The term of this Agreement shall commence as of the date of this
Agreement (the "Effective Date") and shall continue in full force and
effect until terminated (as elsewhere provided in this Agreement).


1.2 Authorization. The Company grants General Agent the following
authority:


1.2.1 To solicit and process applications for new and renewal
Policies solely in the State of Florida for the coverages and
maximum limits of liability set forth on Schedule A.


1.2.2 To issue insurance binders for Policies.


1.2.3 To rate quote and issue Policies based on underwriting
guidelines, rates and insurance contracts approved by the
Company and, to the extent required, properly approved and
filed with the Florida Department of Insurance (the
"Department").


1.2.4 To make customary endorsement, changes, transfers, and
modifications of existing Policies.


1.2.5 To solicit Policies through duly licensed insurance agents and
brokers.


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1.2.6 To collect and account for premiums and endorse checks payable
to the Company, if such checks are received by the General
Agent in the regular course of its duties to collect premium
monies on the Company's behalf.


1.2.7 To provide proper and timely cancellation or non-renewal
notice to policy holders, certificate holders and regulatory
bodies as required by the policy, any statute or regulation,
any regulatory order or by the Company.


ARTICLE II - REPRESENTATIONS


2.1 Company's Representations. The Company hereby represents and warrants
to the General Agent that the Company is a corporation duly organized,
validly existing, and in good standing under the laws of the State of
Florida and has all requisite corporate power and authority and all
required Florida insurance licenses to enter into this Agreement.


2.2 General Agent's Representations. The General Agent hereby represents
and warrants to the Company that the General Agent is a corporation
duly organized, validly existing, and in good standing under the laws
of the State of Florida, and has all requisite corporate power and
authority and all required Florida insurance licenses to enter into
this Agreement.


ARTICLE III - LIMITATIONS ON GENERAL AGENT'S AUTHORITY


3.1 The General Agent shall not hold itself out as an agent of the Company
in any other manner or for any other purpose than is specifically
prescribed in this Agreement.


3.2 The General Agent shall not institute, prosecute, defend or maintain
any legal proceedings in which the Company is named as a party without
the Company's prior written consent.


3.3 The General Agent shall not incur an indebtedness on behalf of the
Company.


3.4 The General Agent shall not appoint agents or sub-agents on behalf of
the Company; however, the General Agent may register duly licensed
insurance agents with the State of Florida.


3.5 The General Agent shall have no authority to adjust or settle claims on
behalf of the Company.


3.6 The General Agent shall have no authority to negotiate, cede, or accept
reinsurance on behalf of the Company.


3.7 The General Agent has no authority to directly or indirectly solicit,
sell, offer, bind, issue or deliver any insurance at any reduction or
deviation from the rates, terms or conditions specified by the Company.
The General Agent will adhere strictly to the rates and forms
promulgated and filed by the Company.


Page 2 of 16 3.8 The General Agent, without prior approval of the insurer, shall not pay
or commit the insurer to pay a claim over a specified amount, net of
reinsurance, which exceeds 1 percent of the insurer's policyholders
surplus as of December 31 of the last completed calendar year.


3.9 The General Agent shall not collect any payment from a reinsurer or
commit the insurer to any claims settlement with a reinsurer without
prior approval of the insurer.


ARTICLE IV - GENERAL AGENT'S OBLIGATIONS


4.1 Policy and Claim Services. General Agent shall, at General Agent's
expense, provide Policy administration services as provided in Schedule
B and shall pay claims approved by the Company or its designated
representative as provided in Schedule D. General Agent will promptly
report to the Company all Claims or suits arising under the Policies
written or bound under this Agreement and all claims or suits against
the Company relating to any matter to which the provisions of this
Agreement apply. Further, the General Agent will cooperate fully in the
investigation and adjustment of all claims and suits and will provide
the Company or its designees with all requested information relevant to
this adjustment or defense of such claims or suits, including copies of
any Policies or other documentation, immediately upon demand.


4.2 Licenses. The General Agent shall possess on the Effective Date and
maintain all licenses required to perform its obligations under this
Agreement.


4.3 Statistical Information. The General Agent agrees to provide the
Company with all pertinent statistical information as requested by the
Company in the form required by the Company.


4.3.1 All reports due the Company under this Article (whether in
hard copy or maintained on computers) shall be forwarded to
the Company within seven (7) days after the end of each month.
The electronic data files maintained by General Agent shall be
transferred to the Company as frequently as reasonably
requested.


4.3.2 The General Agent shall provide the Company with all requested
information, reports and statistical data reasonably requested
by the Company in a printed format that is acceptable to the
Company. The Company will limit its request to the following:


1) Reports that may be supplied by SIS in its standard
reporting format,


2) Reports utilized for the purpose of rate making
statistics and/or accounting reports:


The General Agent will also be responsible to generate and
furnish the following reports:


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a) Any motor vehicle or residential /
commercial information including insured
information required by the State of Florida
in order to satisfy any current or future
legal statute or regulation which includes
delivery to the proper governmental agency
in acceptable format.


b) Any required statistical information for the
purpose of reporting to NISS. The General
Agent will furnish statistical reports in
the NISS report format. All required reports
shall be furnished by the General Agent
accurately and promptly to allow the Company
to prepare pertinent reports required by
NAIC or NISS. 4.4 Premiums.


4.4.1 The General Agent agrees to pay the Company all premiums on
business produced by the General Agent on behalf of the
Company, whether or not collected by the General Agent from
insureds. All premiums received by the General Agent pursuant
to this Agreement will be held by the General Agent in a
fiduciary capacity as trustee for the Company. The General
Agent does not possess the funds collected for any other
reason. The privilege of taking commissions from premium
monies received by the General Agent will not be construed as
an alteration of this fiduciary capacity.


4.4.2 Premium Account. The General Agent in a fiduciary capacity
shall make a daily deposit of all premiums received, net of
producing sub-agents commission, into a bank that is a member
of the Federal Reserve System. The account is controlled and
owned by the Company and titled "Premium Trust Account". Any
premium or other receipt, shall be deposited on the same day
it is received unless, due to reasons beyond the General
Agents control such as late or delayed mail, same day deposit
is not practical in which event such premium will be deposited
on the next business day.


4.4.3 The General Agent shall reconcile cash deposited to the
Premium Trust Account with the report on a weekly basis.


4.4.4 The General Agent shall withdraw from separate account called
the "Premium Operating Account" on a weekly basis, an amount
sufficient to pay the General Agent Commission, return premium
due policyholders, sub-agents and/or premium finance
companies, and managing general agent's fee. The Premium
Operating Account will be maintained at the same bank as the
Premium Trust Account. The General Agent shall only make
withdrawals based on Company wire transferred funds which are
supported by the report and on Policies which have been
recorded and the premiums deposited. Any return premium or
commission due the Company shall be deposited in the Premium
Trust Account.


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4.4.5 The Company's acceptance of any deposit of funds to the
Premium Trust Account, or any transfer of funds to or from the
Operating Account, shall not constitute the Company's
acceptance of the accuracy of any report submitted by the
General Agent to the Company.


4.4.6 The General Agent will issue and submit to the Company all
Policies, endorsements and cancellations within thirty (30)
days of the effective date of the Policy, endorsement or
cancellation, respectively.


4.4.7 The General Agent will submit to the Company a detailed and
itemized monthly Account Current of all premiums written and
premium adjustments made (whether additional or return) with
respect to all business and transactions effective in that
month not later than the fifteenth (15th) day of the
subsequent month. For example, binders, policies, monthly
reports and endorsements effective in December are to be
reported no later than January 15. The Company, however, will
have the privilege, exercisable at its option, of preparing
the Account Current.


4.4.8 The General Agent agrees to provide the Company with all
pertinent statistical information as requested by the Company
in the form required by the Company.


4.4.9 The General Agent will be responsible for conducting a quality
assurance program for all premium, accounting and statistical
reports and all Policy transactions to assure compliance with
all terms of this Agreement and reconciliation procedures.


4.4.10 If the General Agent is delinquent in either accounting for or
paying monies due to the Company, then Company may, suspend or
modify any of the provisions of this Agreement or terminate
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