Exhibit 10.4
INSpire - Millers Agreement - 2/1/02

SPL Pricing

Effective November 1, 2001, the Specialty Personal Lines printing and cycle turn
charges  shall be billed at a flat rate of $7,633.00  per month with  subsequent
months according to the attached schedule.

Phoenix Minimums

Effective  1/1/02,   the  minimum  monthly  policy   administration   and  claim
administration  fees referenced in Addendum 1.1.1  (Phoenix),  sections 5(c) and
(d), attached to and made part of the Master Services  Agreement dated September
1, 1999 and relating to policies written by Phoenix Indemnity Insurance Company,
shall be calculated as follows:

A.  Millers  will  provide to INSpire a twelve (12) month  forecast by state and
month of the monthly premium expected to be written and earned;

B. The  average  monthly  premium  shall be the  total sum of the  twelve  month
projected earned premium of each state divided by 12;

C. The minimum policy  administration fee shall be calculated by multiplying the
average monthly premium times 7.15%;

D. The minimum claim  administration  fee shall be calculated by multiplying the
average monthly premium times 7.75%;

Millers  may, at its sole  discretion,  update its premium  forecast  once every
three (3)  months.  If Miller's  premium  forecast is expected to decline in any
upcoming three month period from its current  level,  the then current fees will
remain in effect for an  additional  90 days,  at the end of which,  the monthly
fees will be recalculated as set forth in steps A through D above to reflect the
decline in the  premium  forecast.  If the actual  earned  premium  exceeds  the
projection,  then INSpire shall receive the  additional  fees resulting from the
increased premium.

INSpire shall at all times maintain sufficient  competent resources necessary to
provide  and  maintain  the high  quality  service  standards  set  forth in the
applicable Master Services Agreement.

Employee Dishonesty

INSpire  shall  pay to  Millers  the  amount  of  $64,907.00  in full and  final
settlement  of the employee  dishonestly  [sic] claim.  Upon receipt of payment,
Millers agrees to assign its right of recovery against the responsible  party to
INSpire.  Millers agrees to assist Inspire in the recovery process. Millers will
forward any and all payments  received  from the  responsible  party to INSpire.
Millers will not incur any costs in so doing.

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Response to #4 (Phoenix)

Phoenix Service Addendum 1.1.1 dated September 1, 1999 and modified by Letter of
Agreement  dated July 24,  2000,  section 3 states in part "If the  parties  are
unable to reach a good faith  renegotiation  of the  contract  at the end of any
three year  period,  INSpire  shall be entitled to a prorata  refund of the $3.5
million,  which  was to be  amortized  over  ten  (10)  years,  based  upon  the
unrealized  portion  of  the  contract  between  the  date  of  termination  and
8/31/2009.  Further, Millers American Group, Inc. will be entitled to the return
of all  assets  transferred  to  INSpire  under  the  original  agreement  dated
September 1, 1999. Further, in the event of a termination of the Master Services
Agreement or any Addendum thereto,  parties agree to negotiate in good faith for
the sale and transfer to Millers of any software and/or  hardware  necessary for
it to resume and operate its business."

Section 7.2 (d) of the Master Services Agreement between Millers American Group,
Inc. and INSpire  Insurance  Solutions,  Inc.  dated  September 1, 1999 of which
Phoenix Addendum 1.1.1 as modified is attached and made a part thereof,  states:
"Payment of  Termination  Fee. Each Party  acknowledges  that INSpire  agreed to
provide Customer an option to terminate a program pursuant to Section 7.1 (c) in
reliance on and in anticipation of,  Customer's  absolute  obligation to pay the
applicable  Termination Fee associated with the terminated  program.  As used in
this  subsection.  "Termination  Fee" means the  aggregate  amount of  INSpire's
unamortized costs associated with the terminated program, including (i) tangible
and intangible  assets,  (ii)  implementation  costs and (iii) transaction costs
...."

In the event of a sale or divestiture of Phoenix Indemnity  Insurance Company to
a third party, INSpire agrees that:

(1) It shall NOT  invoke  the above  cited  provisions  (Section  7.2 (d) of the
Master  Service  Agreement  between  Millers  American  Group,  Inc. and INSpire
Insurance  Solutions,  Inc. dated  September 1, 1999 as amended and Section 3 of
the  Phoenix  Addendum  1.1.1 dated  September  1, 1999 as modified by Letter of
Agreement  dated July 24, 2000) so long as the Purchaser or recipient is willing
to allow INSpire to continue to process the business at the current  MAG/INSpire
rate or at a rate acceptable to  Purchaser/recipient  and INSpire,  whichever is
lower; and/or

(2) It shall NOT  expect to  receive  and shall NOT  receive  any money or other
thing of value upon a  cancellation  or  liquidation  unless Phoenix is sold for
more than $17 million.

Board Seats

Upon determination of all outstanding issues, events, and concerns that could be
perceived  as his having  insider  knowledge  in order to better the position of
Millers and any conflicts of interest and upon  development of a plan to address
and eliminate all of those identified issues,  INSpire shall make a formal offer

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to Jim  Drawert,  or  other  Millers  designee,  to sit on  INSpire's  Board  of
Directors.


Agreed to this day, 2/1/02

For: Millers American Group                For: INSpire Insurance Solutions

/s/ James Drawert                          /s/ Richard Marxen
-----------------------------------        ------------------------------------
By: James Drawert                          By: Richard Marxen












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