EXHIBIT 10.11

                              CONSULTING AGREEMENT

         This  Consulting  Agreement ("Consulting Agreement") is entered into as
of this 23 day of August,  1999 by and  between  GoHealth.MD,  Inc.,  a Delaware
corporation (the "Company"), and Harvey S. Benn ("Consultant").

         WHEREAS,  the Company desires to obtain the benefit of the Consultant's
advise  and  experience  to the  Company,  under  the  terms of this  Consulting
Agreement.

         NOW,  THEREFORE,  the parties,  intending to be legally  bound,  hereby
agree as follows:

         1. Scope of the Consulting.  During the Term (as hereinafter  defined),
the Consultant  shall provide such  consultancy  services to the Company at such
times and such places as shall be agreed  from time to time  between the Company
and the Consultant.  Notwithstanding the foregoing or any other requirements and
duties of the Consultant hereunder, the Company agrees and acknowledges that the
Consultant  is not  obligated  to  render  services  at the  Company's  place of
business,  is not  obligated  to render  services for a fixed number of hours or
days or on project basis,  is not subject to any time schedules or deadlines for
rendering  services and from time to time may decline  requests from the Company
for services  hereunder if the Consultant  deems such request to be unreasonable
burdensome or onerous. None of the foregoing shall effect, limit or mitigate the
Consultant's  right to retain full compensation set forth in Paragraph 3 hereof.
In the  event the  Consultant  is unable  to  perform  any or all of his  duties
hereunder because of death or disability,  the Consultant shall not be obligated
to return any of the  Compensation  set forth in Paragraph 3 hereof.  Nothing in
this Consulting Agreement shall be deemed to imply that the relationship between
the Company and the Consultant is that of employer and employee.

         2.Term of Agreement.  This  Consulting  Agreement shall commence on the
date hereof and shall automatically terminate on the one year anniversary hereof
(the "Term").

         3.   Compensation.   As  consideration  for  his  services  under  this
Consulting   Agreement,   Consultant   shall   receive,   on  the  date  hereof,
non-qualified  stock options to purchase  150,000 shares of the Company's common
stock,  $0.001  par  value,  at an  exercise  price  of  $1.00  per  share  (the
"Options").  The Options shall be immediately  exercisable on the date of grant,
and shall be granted  pursuant to a stock option  agreement in the form attached
as Exhibit A hereto.

         4.  Reimbursement of Expenses.  The Company shall reimburse  Consultant
for all reasonable  expenses  incurred by him in connection with the performance
of his duties under this Consulting Agreement,  upon presentation of appropriate
documentation covering such expenses.

         5. Early  Termination.  This Consulting  Agreement shall terminate upon
the death of Consultant or upon the continued inability of Consultant to perform
the essential  requirements of his duties and  responsibilities  hereunder for a
period of one hundred eighty (180)  consecutive  days due to illness,  injury or
other physical or mental incapacity, to the extent permitted by law. Any earlier
termination  hereunder shall not affect, limit or mitigate Consultant's right to
retain the full compensation set forth in Paragraph 3 hereof.

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         6.  Representation and Warranties.  The Company represents and warrants
to Consultant  that: (i) the execution,  delivery and performance by the Company
of this  Consulting  Agreement  and its  obligations  hereunder  have  been duly
authorized  by  all  requite  corporate  action,  and  is a  valid  and  binding
obligation of the Company,  (ii) 150,000  shares of the  Company's  Common Stock
have been, and shall remain from and after the date hereof,  duly authorized and
reserved  for  issuance  upon  exercise  of the  Options,  and (iii) the  shares
issuable upon exercise of the Options will, from and after the date hereof,  not
be subject  to  preemptive  or similar  rights of any  person,  and when  issued
against  payment  thereof in accordance  with the terms of the Options,  will be
validly issued, fully paid and non-assessable.

         7. Governing Law.  This  Consulting Agreement  shall be governed by the
laws of the State of New Jersey, without regard to conflicts of laws principles.

         8. Severability.  If any provision of this Consulting Agreement is held
to be invalid,  illegal or  unenforceable  for whatever  reason,  that provision
shall be construed to have the broadest  interpretation that would make it valid
and  enforceable.  Invalidity,  illegality or  unenforceablity  of one provision
shall not effect the  validity or  enforceability  of another  provision in this
Consulting Agreement.

         9. Independent Contractor. The Consultant shall conduct his business as
an  independent  contractor  and shall pay all taxes,  duties,  social  security
contributions  and other such  payments of same nature which may be found due in
respect of the  Consultant's  services and the payment of fees by the Company to
the Consultant thereunder.

         IN WITNESS WHEREOF, the undersigned have executed, or have caused to be
executed, this Consulting Agreement as of the date first above written.

                                         GOHEALTHMD. ,INC.


                                         By:  /s/ Leonard Vernon
                                            --------------------
                                         Name: ____________________
                                         Title: ______________________

                                         CONSULTANT

                                           /s/ Harvey Benn

                                         Harvey Benn

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