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                    JOINT VENTURE AND SHAREHOLDERS AGREEMENT

         THIS AGREEMENT (the "AGREEMENT) made and entered into effective as
of the ___ day of _______ 1999 by and between Health Care Service
Corporation, a Mutual Legal Reserve Company ("HCSC"), United Heartland,
Inc., a Wisconsin corporation, ("UH"), United Wisconsin Insurance Company, a
Wisconsin corporation ("UWIC"), and United Wisconsin Services, Inc., a
Wisconsin corporation (UH, UWIC and United Wisconsin Services, Inc.
collectively referred to as "UWS") (UWS and HCSC sometimes individually and
collectively referred to as the "VENTURER" or "VENTURERS").

                                    RECITALS

         1.       HCSC, through its subsidiaries Third Coast Holding Company,
Third Coast Insurance Company and Third Coast Insurance Services Company,
each an Illinois corporation (collectively referred to as "Third Coast"),
engages in workers' compensation insurance business in Illinois, including
without limitation managed care, management and administrative services
relating thereto; and

         2.       UWS, through its wholly owned subsidiaries, engages in
workers' compensation insurance business in Wisconsin and other states,
including without limitation managed care, management and administrative
services relating thereto and possesses expertise and know-how, including
registered and unregistered copyrighted computer software and computer
systems relating to the workers' compensation insurance business; and

         3.       The Venturers desire to operate a joint venture in Illinois
through an Illinois corporation to be formed (the "Company") to underwrite
and market workers' compensation insurance policies to employers located in
Illinois.

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         4.       The parties hereto desire that their respective rights and
obligations be set forth in this Agreement.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree to the
following:

                                1.  PURPOSE

         The Venturers wish to invest in the Company as a separate business
entity with an objective to engage in the following activities in Illinois
(and such other states as the Company's board of directors may approve):

         a.       Developing, marketing and servicing managed care/preferred
provider organization programs in connection with administering workers'
compensation claims of employees of Illinois employers, and foreign employees
of Illinois employers.

         b.       Providing services as a managing general agent and third
party administrator in connection with workers' compensation claims programs
of Illinois employers and foreign employees of Illinois employers.

         c.       Developing, marketing, servicing and administering workers'
compensation or other individual or group policies of insurance, to be
underwritten and/or issued by UWIC on behalf of the Company, and offered by
the Company to Illinois employers, foreign employees of Illinois employers
and Illinois employees of foreign employers.

                    2.  SUBSCRIPTION FOR SHARES: CONTRIBUTION

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         2.1      SUBSCRIPTION OF AND PAYMENT FOR SHARES OF STOCK. Each of
HCSC and UWS does hereby subscribe for and purchase 500 shares of Common
Stock, no par value, of the Company ("Company Stock"), and does hereby agree
to make payment for such shares as set forth in Sections 2.2 and 2.3 below.

         2.2      CONTRIBUTIONS OF HCSC. In consideration of the issuance of
Common Stock to HCSC as set forth in Section 2.1, HCSC agrees to contribute
to the Company the following:

         a.       For the first year of operation, HCSC will permit the
Company to utilize without additional fees to HCSC the existing Third Coast
provider network in Illinois and any HCSC provider network that may be
developed in any new market. At the end of the first year of operation, the
Company will either pay rent in an amount to be agreed upon in exchange for
the right to use such network, or the parties shall agree on the creation of
a new provider network;

         b.       All Third Coast operational, administrative, loss control,
claims and managed care staff shall be transferred to and become employees of
the Company at no additional cost to the Company. In the event any of these
employees have their employment terminated during the first three (3) months
of the Company's operations, Third Coast shall be responsible for any
liabilities associated with such termination(s); and

         c.       HCSC will contribute $50,000 to the Company in immediately
available funds.

         2.3      CONTRIBUTIONS BY UWS. In consideration of the issuance of
Common Stock to UWS as set forth in Section 2.1, UWS agrees to contribute to
the Company the following:

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         a.  ,, the use of and access to UWS's know how, methods, systems,
             software and all other information and expertise relating to the
             operations, management, underwriting and administration of worker's
             compensation insurance business; and

         b.  the use of UWS's license for utilizing customized workers
             compensation systems and software; and

         c.  UWS will contribute $50,000 to the Company in immediately available
             funds.

                  3.  OPERATIONS OF THE COMPANY FOLLOWING CLOSING

         3.1      UNDERWRITING. All insurance policies issued by the Company
shall be written through UWS's wholly owned subsidiary, United Wisconsin
Insurance Company ("UWIC") pursuant to an Underwriting Management Agreement
in a form reasonably acceptable to the parties.

of

         3.2      PROFIT SHARING. UWS (collectively with its subsidiaries)
and HCSC (collectively with its subsidiaries) shall share both profits and
losses, as applicable, 50% to UWS and 50% to HCSC, for all joint venture
business written by the Company after Closing. Any such profits of the
Company shall be determined after deducting for any underwriting losses
incurred pursuant to the Underwriting Management Agreement referenced in
Section 3.1 above.

         3.3      ADMINISTRATIVE AND MARKETING ALLOWANCE. The Company shall
agree with HCSC and UWS on an administrative and marketing allowance for the
Company. Such allowance shall be approximately equal to the cost of
operations plus an annual bonus to be

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paid to Company employees based on the Company's confirmed loss and expense
ratios as set by the Company's Board of Directors. The Board of Directors of
the Company shall determine annually in advance target loss and expense
ratios for purposes of the bonus.

         3.4      EXCLUSIVITY. During the term of the Joint Venture, HCSC and
UWS will contribute to the Company all new and renewal worker's compensation
business developed by either of them in the State of Illinois, as further
defined in Section 9.2, and shall offer the Company a right of first refusal
on all worker's compensation business developed by either of them in the
State of Texas.

         3.5      MARKETING OVERRIDE ALLOWANCE. The Company shall pay to
HCSC, as an operating expense, an allowance ("Override Allowance") on
premiums written for the Company by HCSC's salaried sales force equal to one
percent (1%) of annual premium of new business written and one-half percent
(0.5%) of annual premium of renewal business written. The Override Allowance
shall constitute full and complete compensation by the Company to HCSC's
sales force for such business written. The Override Allowance shall continue
for two years following termination of this Agreement.

         3.6      BLUE CROSS BLUE SHIELD TRADEMARK. The Company shall not use
the Blue Cross Blue Shield tradenames or trademarks.

         3.7      COMPANY EXPENSES. The Company shall be responsible for the
following costs of operating the joint venture:

(a)  costs related to acquiring and retaining any necessary additional
personnel

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(b)  costs associated with upgrading or adding any workstations or computers
in connection with utilization of the workers compensation computer software
licensed to UWS.

(c)  costs associated with systems conversions except that HCSC shall not be
responsible for any costs associated with the Company's or the Wisconsin
Companies' becoming Year 2000 compliant. The Company, however, shall not be
responsible for any costs associated with the conversion of HCSC or Third
Coast data to the new system.


                       4.  REPRESENTATIONS AND WARRANTIES

         4.1      AUTHORITY FOR AGREEMENT. Each of the Venturers warrants and
represents to the other that it has the full power, right and authority to
enter into and perform this Agreement without the consent of any other
person, entity (other than UWIC or parties which have entered into
reinsurance agreements with Third Coast) or governmental agency except as set
forth in Section 6.2(c), and that neither this Agreement nor its performance
will breach any agreement or covenant to which it is a party or otherwise
bound.

         4.2.     NO COMMISSIONS. Each of the Venturers represents and
warrants to the other that it has not taken any action or entered into any
agreement that would obligate the Company or any Venturer to pay any broker's
or finder's fee or commission to any third party on account of the
consummation of this Agreement or the transactions contemplated hereunder.

         4.3      LITIGATION. Each of the Venturers represents and warrants
to the other that it is not a party to and has not been threatened by any
action, suit, proceeding, claim, demand or investigation that questions the
legality or propriety of the transactions contemplated hereunder

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or that would, if adversely determined, have the effect of preventing or
impairing consummation or performance of the transactions contemplated
hereunder.

         4.4      SURVIVAL. The representations and warranties made hereunder
shall survive the Closing of the transactions contemplated hereunder.


                   5.  ORGANIZATION AND GOVERNANCE OF COMPANY

         5.1      ARTICLES OF INCORPORATION AND BY-LAWS. Prior to the
Closing, as hereinafter provided, the articles of incorporation and by-laws
of the Company will be prepared in form and substance mutually acceptable to
the Venturers.

         5.2      OFFICE. The initial principal place of business of the
Company will be located in Rosemont, IL. The Company may maintain other
offices at such locations as the Venturers mutually agree.

         5.3      AUTHORIZED STOCK. The authorized capital stock of the
Company shall consist of 1,000 shares of common stock ("SHARES"). The
articles of incorporation of the Company shall provide for pre-emptive rights
with regard to further issuance of common stock or warrants, rights or
securities convertible into Common Stock, except as may be contemplated
hereunder or for employee option and benefit purposes.

         5.4      BOARD OF DIRECTORS.

         (a)      The board of directors of the Company shall consist of six
(6) directors, elected as hereinafter provided. In the event any vacancy
occurs in the board of directors, such vacancy shall be filled as hereinafter
provided. The board of directors shall annually select a

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chairperson. The chairperson shall alternate annually between representatives
of UWS and HCSC.

                  (i)     The Venturers agree that UWS shall have the right to
appoint and remove three (3) directors of the Company and that HCSC shall
have the right to appoint and remove three (3) directors of the Company. In
the event a director shall resign, the Venturer whom such director represents
shall have the right to appoint a successor. Each Venturer agrees to cause
the shares owned by it to be voted for the nominees of the other Venturer as
directors as contemplated herein.

                  (ii)    The initial members of the board of directors shall
hold office until the earlier of their resignation or removal.

                  (iii)   Each Venturer agrees that all shares owned or
controlled by it will be voted in a manner consistent with this Agreement.

         (b)      A quorum of the board of directors shall consist of a
majority of the directors then in office and must include at least one
director representative of each Venturer. Notice of all directors' meetings,
including the purpose thereof, shall be provided in writing at least two (2)
business days prior to any such meeting.

         (c)      Action by the Company's board of directors in
Section 5.4 (e) must be authorized by a "Supermajority Vote", as
hereinafter defined. All other action by the Company's board of
directors shall be authorized by a "Majority Vote", as herein after
defined. A "SUPERMAJORITY VOTE" shall mean the affirmative vote of
four of the directors. A "MAJORITY VOTE" shall mean the affirmative
vote of a majority of the directors present at a meeting at which a
quorum is present.

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         (d)      The following matters shall require a Supermajority Vote of
the board of directors.

                  (i)     any loan or line of credit of $100,000 or more;

                  (ii)    any guarantee of the obligation of a third party
other than in the ordinary course of business, or other than for amounts
which are not material to the Company's assets or net income;

                  (iii)   any amendment to the by-laws or articles of
incorporation of the Company;

                  (iv)    transactions between the Company and either
Venturer or any of their respective subsidiaries or affiliates, other than:
(1) those in the ordinary course of business of the Company; or (2) those
which are not reasonably expected to have a material effect on the Company;
or (3) those which do not involve a material amount of the Company's assets
or income;

                  (v)     investment of the Company's assets in another
entity or business.;

                  (vi)     declaring dividends or any other distribution of
profits other than as provided in the articles of incorporation;

                  (vii)    changing the major duties, responsibilities or
title of any elected officer of the Company;

                  (viii)   selection of an external auditor;

                  (ix)     approval of overall financial policy and adoption
or revision of any business plan or annual budget;

                  (x)      adoption, amendment or termination of employee
benefit plans or senior management compensation plans, if any.

                  (xi)     election, compensation or discharge of officers of
the Company; and

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                  (xii)    issuance of additional capital stock of the
Company .

                  (xiii)   creation of any committee of the Board of
Directors.

                  (xiv)    any modification or amendment of, any waiver of
noncompliance under, cancellation of or declaration of an Event of Default
under the Underwriting Management Agreement.

                        6.  CLOSING, CAPITAL CONTRIBUTIONS
                             AND SUPPORT OBLIGATIONS



         6.1      CLOSING.  A closing (the "CLOSING") pursuant to this
Agreement shall be held at 10:00 a.m., local time, on June 30, 1999, or such
later date as the parties may mutually agree upon, at Blue Cross Blue Shield
of Illinois, Chicago, Illinois, or at such other place or time as the
Venturers shall agree upon (such date and time hereinafter referred to as the
"CLOSING DATE").

         6.2      CONDITIONS PRECEDENT TO CLOSING.  The obligations of each
Venturer under this Agreement shall, at its option, be subject to the
satisfaction, on or prior to the Closing Date, of the following conditions:

                  (a)  There shall have been no material breach by any
Venturer in the performance of any of its covenants and agreements herein;
each of the representations and warranties of the other Venturer shall be
true and correct in all material respects on the Closing Date as though made
on the Closing Date, except for changes therein specifically permitted by
this Agreement or resulting from any transaction expressly consented to in
writing by the other Venturer and except that any representation or warranty
made as of a specified date pursuant to the express terms of this Agreement
shall be true and correct as of

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such date; and there shall have been delivered to the other Venturer a
certificate or certificates to such effect, dated as of the Closing Date,
signed on behalf of the other Venturer by the President or other senior
officer of such other Venturer.

                  (b)  No action, suit or proceeding shall have been
instituted or threatened to restrain or prohibit or otherwise challenge the
legality or validity of the transactions contemplated hereby.

                  (c)  The parties shall have received all governmental
regulatory approvals, if any, necessary to consummate the transactions
contemplated hereby which are required to be obtained on or prior to the
Closing by applicable law or regulations.

                  (d)  UWIC and HCSC shall have obtained commitments for
excess reinsurance agreements that are reasonably acceptable to the parties.

                  (e)  The Company and UWIC shall have executed the
Underwriting Management Agreement.

                  (f)  On or prior to the tenth business day after the
execution of this Agreement, the parties shall have executed a Stock Purchase
Commitment pursuant the terms and conditions of which;

                          (i)       United Wisconsin Services, Inc. shall
purchase from HCSC 50% of the Common Stock (the "Purchased Stock") of Third
Coast Holding Company (including its subsidiaries) (collectively "Third
Coast") and contribute the Purchased Stock to the Company.

                           (ii)     HCSC shall contribute the remaining 50%
of the Common Stock of Third Coast to the Company.

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                           (iii)    United Wisconsin Services, Inc. shall pay
for the Purchased Stock with Common or Preferred stock of United Wisconsin
Services, Inc., notes of United Wisconsin Services, Inc., cash, or any
combination thereof at UWS's option, having a value equal to 50% of the
adjusted book value of Third Coast as determined by an independent appraiser
satisfactory to both parties; provided that the parties shall use their best
efforts to cause Third Coast to be able to pay to HCSC, prior to the Closing
of the purchase and sale of the Purchased Stock, the surplus notes owed by
Third Coast to HCSC for the Purchased Stock.

                  In the event that the parties do not agree to a Stock
Purchase Commitment on or before the tenth business day after the execution
of this Agreement, either party may terminate this Agreement and neither
party shall have any liability to the other party with respect to the
transactions described herein.

                  In connection with the Stock Purchase Commitment, the
parties shall negotiate in good faith to amend Article 3 of this Agreement to
have HCSC receive the economic effect of a ceding of 50% of the Company's
business written after the closing of the Stock Purchase Commitment.

                  (g)  Third Coast and the Company shall have executed an
Administrative Services Agreement relating to the administration of claims on
policies written by Third Coast prior to the closing of the transactions
contemplated by Section 6.2(f) hereof.

                  (h)  The Company, HCSC and UWS shall have agreed on a
business plan and cash flow projection relating to the Company.

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                  (i)  UWS shall have received approval of this Agreement by
its Board of Directors.

                  (j)  UWS shall have received an unqualified opinion of tax
counsel of UWS's choice that the consummation of the transactions
contemplated by this Agreement will not, either by itself or in combination
with any other transaction, cause the spin-off of UWS's managed care and
specialty businesses from its small group businesses to be taxable in whole
or in part to UWS, American Medical Security Group, Inc. ("AMSG") or the
shareholders of UWS or AMSG.

                  Each Venturer agrees to notify the other Venturer promptly
in the event such Venturer determines that it is unlikely that any condition
set forth in this Section 4.2 will not be satisfied prior to Closing.

         6.3      SUPPORT OBLIGATIONS.

Each of the Venturers covenants to continue to provide to the Company each of
the contributions set forth in Section 2 of this Agreement for the term of
this Agreement, unless otherwise indicated.

                         7.  TRANSACTIONS WITH VENTURERS

         (a)  Each of the Venturers anticipates that certain of their
respective Subsidiaries or affiliates will enter into agreements with the
Company to provide various services therefor. All other factors being equal,
the Company shall treat each Venturer, and its Subsidiaries and affiliates,
as preferred suppliers or providers of such services, but the terms and
conditions of such services shall be negotiated on an arm's length basis.
Further, each Venturer and its

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respective subsidiaries and affiliates agree that, to the extent it sells or
provides its goods or services to the Company, it shall do so on terms no
less favorable than it sells or provides similar goods or services to other
similar entities.

         (b)  HCSC has certain business that exists from prior to Closing
("Prior Business"), as listed on Exhibit 3 attached hereto, which will not be
contributed to the Company. To the extent that the Company, its employees or
representatives perform any work on claim run-off of said Prior Business,
HCSC shall be solely liable for all related claims, employment compensation,
other costs, expenses, fees and any and all liability related to or arising
out of the Prior Business in accordance with the Administrative Services
Agreement.

                             8.  PUBLIC ANNOUNCEMENT

         No press release or other announcement to the public regarding this
Agreement or the transactions contemplated hereby shall be made without the
prior mutual consent of UWS and HCSC.

                     9.  CONFIDENTIALITY AND NON-COMPETITION

         9.1      CONFIDENTIALITY.  The Company and each Venturer, on behalf
of itself and its subsidiaries and affiliates, shall keep confidential all
books of account and other records of the Company in accordance with the
Confidentiality Agreement between UWS, HCSC, Blue Cross and Blue Shield of
Texas, Inc. and Blue Cross & Blue Shield United of Wisconsin dated January,
1997.

         9.2      NON-COMPETITION.  For the term of this Agreement, except
through the Company, neither Venturer, either individually or through an
affiliate or subsidiary, will engage in the

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worker's compensation insurance business with employers headquartered in the
State of Illinois. This non-competition commitment does not apply to existing
clients of UWS as identified to HCSC prior to Closing. It does apply to any
future clients who purchase or are covered by worker's compensation related
services from UWS or HCSC or any of their respective subsidiaries or
affiliates.

         9.3      PURCHASE OF THE COMPANY.  In the event UWS or HCSC
purchases the other party's interest in the Company, as defined in Section
10, then the selling party, including any of its subsidiaries or affiliates,
shall not directly or indirectly solicit, accept or perform any of the
business covered by this Agreement for a period of two (2) years following
the closing of such purchase of the Company.

                     10.  RESTRICTIONS ON TRANSFERS OF SHARES

         10.1     GENERAL TRANSFER PROHIBITION.  During the term of this
Agreement, neither Venturer shall sell or transfer any of its Shares to the
other Venturer or to any third party, except to the extent permitted in this
Section 10.

         10.2     PERMITTED TRANSFERS.  Either Venturer may transfer all or
part of its Shares to any of its subsidiaries or affiliates at any time
during the term of this Agreement provided that the transferring Venturer
remains a party to and bound by, this Agreement. Any agreement or
understanding governing any such transfer shall provide that such transferee
understands and agrees that by virtue of such transfer, it will be subject to
and bound by the terms and conditions of this Agreement, including but not
limited to the provisions of Section 5.4, as applicable to the Venturer
transferring such Shares.

         10.3     RIGHTS TO PURCHASE.

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         (a)  Effective December 31, 2002 and at any time thereafter, each of
the Venturers shall have the right to purchase the Common Stock of the other
Venturer or sell its shares of Common Stock to the other Venturer as follows:

         1.  A Venturer (for purposes of this seciton, the "Initiating
Venturer") shall offer to purchase the Common Stock of the other Venturer
(for purposes of this Section, the "Receiving Venturer") for cash in an
amount specified by the Initiating Venturer (the "Proposed Price") or to sell
to the Purchasing Venturer for the Proposed Price the shares of Common Stock
owned by the Initiating Venturer.

         2.  For a period of 30 days after receipt by the Receiving Venturer
of the offer to purchase, the Receiving Venturer shall have the option either
to accept such offer or to notify the Initiating Venturer that the Receiving
Venturer elects to purchase the Initiating Venturer's shares for cash at the
Proposed Price (if the Initiating Venturer's offer is an offer to purchase
the Receiving Venturer's shares) or that the Receiving Venturer elects to
sell the Receiving Venturer's shares (if the Initiating Venturer's offer is
an offer to sell the Initiating Venturer's shares).

         3.  The Receiving Venturer shall notify the Initiating Venturer of
its decision and the parties shall complete whichever transaction is selected
within 30 days after receipt by the Initiating Venturer of written
notification from the Receiving Venturer of its decision.

         10.4     RIGHT OF FIRST REFUSAL.

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         Except for permitted transfers in Section 10.2 above, in the event
that a Venturer shall desire to sell, assign or transfer all Shares held by
it to any other person or entity, (the "Offered Shares") and shall be in
receipt of a BONA FIDE offer to purchase the Offered Shares ("Offer"), the
following procedure shall apply. The Selling Venturer shall give to the
Non-Selling Venturer written notice containing the terms and conditions of
the Offer, including, but not limited to (i) the number of Offered Shares;
(ii) the price per share; (iii) the method of payment; and (iv) the name(s)
of the proposed purchaser(s); (v) any information which such Selling Venturer
may have with respect to the business management, marketing strategy and
financial capacity of such bona fide proposed purchaser(s); and (vi) a
statement that such Selling Venturer is willing to accept the bona fide
offer. A copy of the bona fide offer, signed by the proposed purchaser(s),
shall be affixed to the written notice.

         An Offer shall not be deemed BONA FIDE unless, among other things,
the method of payment is cash, promissory notes, marketable securities or a
combination thereof, the Selling Venturer has informed the prospective
purchaser of its obligation under this Agreement and the prospective
purchaser has agreed to become a party hereunder and to be bound hereby. The
Non-Selling Venturer is entitled to take such steps as they reasonably may
deem necessary to determine the validity and BONA FIDE nature of the Offer.

         Until 30 days after receipt of such notice, the Non-Selling Venturer
shall have the right to purchase the Offered Shares at the price offered by
the prospective purchaser and specified in such notice. The Non-Selling
Venturer electing to purchase must give written notice of its election to
purchase the Offered Shares to the Selling Venturer within 30 days of the
date of

                                       17
<PAGE>

the notice of Offered Shares referred to above. Such Non-Selling Venturer
notice shall specify the number of Offered Shares desired to be purchased
hereunder.

         If all of the Offered Shares are not purchased by the Non-Selling
Venturer as permitted herein, then the Offered Shares may be sold, assigned
or transferred according to the Offer; provided that such transfer requires
the new shareholder to assume the obligations of the Selling Venturer under
this Agreement; and provided further that such transfer complies with all
applicable federal and state securities laws.

         10.5     LEGEND.  All Shares shall be subject to this Agreement, and
each certificate for such Shares shall bear the following legend:

                  "The sale, transfer, or encumbrance of these shares is
                  prohibited unless and then only to the extent allowed by a
                  Joint Venture and Shareholders Agreement dated April 28, 1999
                  among the Company Shareholders. Any sale or transfer or
                  encumbrance of these shares which is not in accordance with
                  such Agreement is void and of no effect. By accepting this
                  certificate or any shares of stock evidenced by this
                  certificate, the holder agrees to be bound by such Agreement.
                  A copy of such Agreement is on file with the Secretary of the
                  Company."

         10.6     TRANSFER OF INTELLECTUAL PROPERTY.  ANY SOFTWARE OR OTHER
CUSTOMIZED WORKERS COMPENSATION SYSTEMS ("INTELLECTUAL PROPERTY") DEVELOPED
BY THE VENTURERS DURING THE TERM OF THE JOINT VENTURE SHALL BE AND REMAIN THE
PROPERTY OF THE JOINT VENTURE. ANY OTHER INTELLECTUAL PROPERTY SUSCEPTABLE OF
LICENSE BY A VENTURER AND USED BY THE COMPANY SHALL BE LICENSED BY SUCH
VENTURER TO ANY PURCHASER OF THE COMPANY, ON COMMERCIALLY REASONABLE TERMS,
SO AS TO ENABLE SUCH PURCHASER TO OPERATE THE COMPANY IN THE SAME MANNER AS
WAS OPERATED PRIOR TO SUCH PURCHASE. THE LICENSE REFERRED TO ABOVE SHALL BE

                                       18
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EXCLUSIVE FOR BUSINESS CONDUCTED IN THE STATE OF ILLINOIS ONLY AND
NONEXCLUSIVE WITH RESPECT TO OTHER GEOGRAPHIC AREAS.

                  11.  ACCOUNTING REPORTING AND RELATED MATTERS

         11.1     FISCAL YEAR.  The Company's fiscal year shall begin on
January l and end on December 31 of each year.

         11.2     BOOKS AND RECORDS.  The Company shall keep proper corporate
records and books of account in which true and correct entries will be made
of all transactions on an accrual basis. Such records and books of account
shall be sufficient to permit the preparation of the financial statements
described in Section 11.4 below. Each Venturer, at its own expense, shall
have the right to audit the books and records of the Company.

         11.3     INSPECTION.  Each Venturer, for so long as it or any of its
subsidiaries or affiliates owns Shares, shall have the right, either directly
or through its representatives, to visit and inspect the properties of the
Company, to examine its books of account and corporate records to make copies
thereof and to discuss the affairs, finances and accounts of the Company with
the Company's officers, employees and external auditors.

         11.4     FINANCIAL STATEMENTS.  The Company shall cause to be
prepared and delivered to each Venturer, for so long as such Venturer or any
of its subsidiaries or affiliates own Shares, the following financial
statements, prepared in accordance with generally accepted accounting
principles consistently applied:

                  (a)  within thirty (30) business days after the end of each
calendar quarter, an unaudited balance sheet of the Company as of its most
recently completed accounting quarter and related statement of earnings and
retained earnings and of cash flow; and

                                       19
<PAGE>

                  (b)  as soon as available and in any event within sixty
(60) days after the end of each fiscal year, audited balance sheets of the
Company as of such fiscal year-end and the related statements of earnings and
retained earnings and of cash flow for such fiscal year, all accompanied by
an opinion of the Company's certified independent public accountants.

                  (c)  Statutory Annual Statements and other statements as
required by applicable state law.

                                  12.  DEFAULT

         12.1     EVENTS OF DEFAULT.  Each of the following shall be deemed
to be an "EVENT OF DEFAULT":

                  (a)  A material breach of this Agreement or the attendant
Underwriting Management Agreement, which breach, if susceptible of cure, is
not cured as promptly as possible but in any event within sixty (60) days
after receipt by the breaching party or parties of written notice from the
other party or parties, specifying such violation or breach.

                  (b)  Any fraudulent action or representation by any party
to this Agreement.

                  (c)  The filing by a Venturer of a petition for
liquidation, adjudication as a bankrupt or relief as a debtor or of a
petition or answer seeking reorganization or an arrangement or similar relief
under any bankruptcy, insolvency, or similar laws of the United States of
America or any state thereof, now or hereafter in effect; the consent by a
Venturer to the filing of a petition in any such liquidation, bankruptcy or
reorganization proceeding; the consent by a Venturer to the appointment of a
receiver or trustee or officer performing similar functions with respect to
any substantial part of its property; the making of a general assignment by
the Venturer for the benefit of its creditors; the execution by a Venturer of
a

                                       20
<PAGE>

consent to any other type of insolvency proceeding (under the United States
Bankruptcy Code or otherwise) or any formal or informal proceeding for the
dissolution or liquidation of, or settlement of claims against or winding up
of affairs of, the Venturer; or the appointment of a receiver, trustee,
custodian, or officers performing similar functions for a Venturer or for any
of its assets or the filing against a Venturer of a petition for liquidation,
or adjudication as a bankrupt or insolvent or for reorganization under any
bankruptcy or similar laws of the United States of America or of any state
thereof, now or hereinafter in effect, or the institution of any other type
of insolvency proceeding (under the United States Bankruptcy Code or
otherwise) or for any formal or informal proceeding for the dissolution or
liquidation of, a Venturer and such appointment is not vacated or such
petition or proceeding is not dismissed within thirty (30) days after such
appointment, filing or institution.

         12.2     TERMINATION OF OWNERSHIP UPON DEFAULT.  Upon the occurrence
and during the continuance of an Event of Default, the non-defaulting
Venturer, in addition to and without diminishing or affecting any other
rights and remedies it may have under applicable law, this Agreement or
otherwise, shall have the right at its option, to avail itself of the rights
provided for in Section 10.3 of this Agreement.

                            13.  TERM AND TERMINATION

         13.1     TERMINATION BEFORE CLOSING.

                  (a)  Any Venturer may terminate this Agreement at or prior
to the Closing, upon written notice to the other Venturers, upon the
occurrence of any of the following:

                                       21
<PAGE>

                       (i)     A representation or warranty of the other
Venturer set forth in Section 4 of this Agreement is incorrect or untrue in
any material respect.

                       (ii)    A suit, action, investigation by any
governmental body or legal or administrative proceeding is brought or
threatened questioning the validity or legality of this Agreement or any of
the transactions contemplated hereby.

                       (iii)   The other Venturer shall cause an Event of
Default to occur.

                       (iv)    The Venturers mutually agree to extend or
terminate the Closing and performance of this Agreement.

                       (v)     any of the Closing conditions specified in
Sections 6.2 or 6.4 shall not have been satisfied prior to Closing Date (or
such earlier date as may be applicable).

                  (b)  Upon or in connection with termination of this
Agreement pursuant to Section 13:

                       (i)     Each Venturer shall bear its own costs and
expenses incurred up to and including such termination, and the Venturers
shall have no further obligation or liabilities to each other, except as
provided in (ii) below.

                       (ii)    Neither Venturer shall issue any press release
or make any public announcement with respect to the termination of this
Agreement without the consent of the other Venturer, such consent not to be
unreasonably withheld.

         13.2     TERMINATION AFTER CLOSING.  The Venturers may terminate
this Agreement at any time upon mutual written agreement.

         13.3     TERM.

                                       22
<PAGE>

                  (a)  Except as otherwise expressly provided herein, this
Agreement shall be effective from the date hereof and continue in effectfrom
Closing until DECEMBER 31, 2002.

                  (b)  Upon termination of this Agreement other than pursuant
to Sections 9.3 and 10 herein, the Venturers shall proceed with an equitable
distribution of the Company business.

                                 14.  GENERAL

         14.1     DISPUTES.  All disputes or controversies between the
Venturers, or the Company and either Venturer or any of its subsidiaries or
affiliates, arising out of or in connection with this Agreement, shall, to
the extent reasonably possible, be resolved within thirty (30) business days
following written notice of such dispute to all interested parties. In the
event that such disputes cannot be resolved as provided hereinabove, any
party to such dispute, upon fifteen (15) notice to the other interested
parties, may request that such dispute be submitted for non-binding
mediation. In such event, all such parties shall consent to participate in
good faith and in such mediation.

         14.2     GIVING OF NOTICE.  All notices under this Agreement shall
be deemed to be given upon receipt by the party entitled to such notice of a
fax or certified or registered letter and addressed as indicated below. Any
party may change the address to which any notice or report shall be sent by
making a written notice to the other party specifying the new address.

         If to UWS:

                  401 West Michigan Street
                  --------------------------------
                  Milwaukee, Wisconsin 53203
                  --------------------------------
                  Thomas R. Hefty
                  --------------------------------
                  Attention:  President
                              --------------------
                  Fax:  (414) 226-6229
                        --------------------------

                                       23
<PAGE>

         If to HCSC:

                  901 South Central Expressway
                  --------------------------------
                  Richardson, Texas  75080
                  --------------------------------
                  Attention:  Michael Lewis
                              --------------------
                  Fax:  (972) 766-1221
                        --------------------------

         with copy to:

                  Hugo Tagli, Jr.,Esq.
                  --------------------------------
                  300 E. Randolph
                  --------------------------------
                  Chicago, Illinois 60601-5655
                  --------------------------------
                  (312) 819-1943
                  --------------------------------

         14.3     ASSIGNMENTS.  Except as set forth in Section 10 hereof,
this Agreement may not be assigned or transferred, including an assignment or
transfer by operation of law, by either party without the prior written
consent of the other party.

         14.4     NO BENEFIT TO THIRD PARTIES.  The rights and privileges
afforded by this Agreement are solely for the benefit of the parties hereto
and in no circumstances shall any other person have any rights or privileges
or be entitled to any benefits under this Agreement.

         14.5     STOCK LEGEND.  All certificates representing Shares shall
bear a legend reflecting the existence of this Agreement and the restrictions
on transfer of Shares provided in Section 10 of this Agreement, all in form
satisfactory to the Venturers.

         14.6     AMENDMENTS.  This Agreement may be amended or modified only
by the execution by the parties hereto of a document setting forth such
amendment or modification.

         14.7     ENTIRE AGREEMENT.  This Agreement embodies the entire
agreement and understanding of the parties in respect of the transactions
contemplated hereby and supersedes

                                       24
<PAGE>

any and all prior agreements, arrangements, letter or letters of intent, and
understandings related to the subject matter hereof.

         14.8     GOVERNING LAW.  The Agreement shall be governed by and
construed and enforced in accordance with the laws of Illinois.

         14.9     SEVERABILITY.  If any one or more of the provisions
contained in this Agreement or in any document executed in connection
herewith shall be or become invalid, illegal or unenforceable in any respect
under any applicable law, the validity, legality and enforceability of the
remaining provisions contained herein or therein shall not in any way be
affected or impaired; provided, however, that in such event the parties shall
achieve the purpose of the invalid provision by agreeing to a new, legally
valid provision which shall become part of this Agreement or such document.

         14.10    RECITALS.  The recitals are part of this Agreement.

         14.11    CAPTIONS.  The Section captions and headings used herein
shall not be used to interpret this Agreement.

         14.12    WAIVER.  The failure of a party hereto at any time or times
to require performance of any provision hereof shall in no manner affect its
right at a later time to enforce the same unless the same is waived in
writing. No waiver by a party of any condition or of any breach of any term,
covenant, representation or warranty contained in this Agreement shall be
effective unless in writing and signed by the President of such party, and no
waiver in any one or more instances shall be deemed to be a further or
continuing waiver of any such condition or breach of any other term,
covenant, representation.

                                       25
<PAGE>

         14.13    COUNTERPARTS.  This Agreement may be executed in one or
more copies, each of which shall be deemed an original, provided that all
such copies, in the aggregate, shall contain the signature of all parties
hereto.








                                       26
<PAGE>

         IN WITNESS WHEREOF, the duly authorized representatives of the
parties have executed this Agreement as of the day and year first above
written.

UNITED WISCONSIN
SERVICES, INC.


By:
     ------------------------------------
     Thomas R. Hefty
     President



HEALTH CARE SERVICE
CORPORATION


By:
     ------------------------------------


     ------------------------------------



UNITED HEARTLAND, INC.


By:
     ------------------------------------


     ------------------------------------



UNITED WISCONSIN INSURANCE COMPANY


By:
     ------------------------------------


     ------------------------------------




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