Regence
 Life and Health
Insurance Company






                             Regence Life and Health
                                Insurance Company
                             Broker/Agent Agreement

THIS AGREEMENT is entered into by and between Regence Life and Health  Insurance
Company (the  "Company"),  an Oregon  corporation,  and affiliate of The Regence
Group,  and FRINGE BENEFIT  ANALYSTS (the  "Broker/Agent"),  an insurance  agent
licensed in the State(s) of UTAH.


                                 (page 1 of 4)



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1.  BROKER/AGENT  APPOINTMENT.  The Company hereby grants to the  Broker/Agent a
non-exclusive,  revocable  appointment  to solicit and secure  applications  and
renewals of the Company's  group health,  life and  disability  contracts.  This
appointment  shall not limit or  prohibit  the  Company  from  granting  similar
appointments  to other agents,  nor shall it limit or prohibit the  Broker/Agent
from accepting appointments from other companies.
Broker/Agent  agrees to comply with all  federal,  state and  municipal  laws or
regulations  and to pay all  taxes,  contributions  or other  sums  which may be
levied  or  assessed  upon or in  connection  with the  commissions  paid to the
Broker/Agent by the Company.
The  Broker/Agent  will  diligently  solicit  and  secure  applications  for the
Company's  group  health,  life and  disability  plans and collect and  promptly
transmit to the Company all initial premiums on those applications.

2.  LICENSURE.  The  Broker/Agent  warrants  that he/she is duly licensed by the
State  (s) of  Utah  ____________________________  as an  independent  insurance
Broker/Agent,  that no  license  issued  to the  Broker/Agent  for  the  sale of
insurance,  prepaid health care, or hospital or  professional  benefits has ever
been revoked or suspended, and that the Broker/Agent has never been convicted of
any crime involving moral turpitude or dishonesty.  The  Broker/Agent  agrees to
pay all  applicable  license fees and taxes.

3.  RELATIONSHIP OF PARTIES.  The Broker/Agent is not an employee of the Company
and  nothing  contained  in this  Agreement  shall be  construed  to create  the
relation of employer and employee between the Company and the Broker/Agent.

4.  INDEMNITY/ERRORS  AND  OMISSIONS  INSURANCE.   The  Broker/Agent  agrees  to
indemnify and hold the Company harmless from any and all liability,  loss, cost,
damage or expense including attorney fees and costs arising out of or attributed
to the Broker/Agent's  violation of this Agreement or the Broker/Agent's failure
to conform to the provisions of this Agreement.  The  Broker/Agent  shall obtain
and maintain for the duration of this Agreement  errors and omissions  liability
insurance with minimum policy limits of one million dollars.  Broker/Agent  will
notify the Company  immediately in the event of  cancellation  of such insurance
and will request Broker/Agent's errors and omissions liability insurer to notify
the Company of any cancellation of Broker/Agent's errors and omissions policy to
the Company  upon  request.  Broker/Agent  will provide a copy of the face sheet
from the errors and omissions policy to the Company upon request.

5. COMMISSIONS.  While this Agreement  remains in effect,  the Company shall pay
the  Broker/Agent  commissions  for all new and renewed  contracts in accordance
with the rates and terms set forth in the attached  Commission  Schedule(s).  No
commissions  shall be paid to the  Broker/Agent  on any premiums  received for a
contract after the contract  holder has notified the Company in writing that the
Broker/Agent is no longer servicing that contract. If the Broker/Agent dies, the
Company will pay his/her estate any  accumulated  commissions  which were due at
the  time of  death,  less any debt the  Broker/Agent  owed to the  Company.  No
commission  will  be  paid  on  premium   received  by  the  Company  after  the
Broker/Agent's death. Commission payments to the Broker/Agent shall terminate as
of the effective date of termination of this Agreement.

6. COMMISSION ACCOUNTING.  The Company agrees to make periodic accounting to the
Broker/Agent of all commissions paid or payable to him/her since the most recent
previous  accounting.  The  Broker/Agent  agrees that such  accounting  shall be
conclusively deemed correct unless written objection thereto is delivered to the
Company  within  ninety  (90)  days  after  such  accounting  is  mailed  to the
Broker/Agent  at the most recent address shown for him/her in the records of the
Company,  or delivered to him/her in person.  The Broker/Agent shall immediately
notify the Company of overpayments  and of payments to which the Broker/Agent is
not  entitled  and shall  refund the  erroneous  payment to the  Company or make
arrangements for the erroneous payment to be charged against future  commissions
which might  become due to the  Broker/Agent.  Nothing in this  paragraph  shall
diminish or restrict the Company's right to recover  overpayments or commissions
paid in error.

7.  ADVERTISING.  The  Broker/Agent  is not  permitted  under this  contract  to
advertise the Company in any form. No use of the name,  logo,  etc. is permitted
by the  Broker/Agent for the purpose of advertising the Company or its products.
8. RECORDS. The Broker/Agent shall maintain complete records of all transactions
related to  applications  which the  Broker/Agent  receives or transmits and any
other records required by law or regulation. Such records shall be accessible to
the Company upon reasonable  requests for the duration of this Agreement and for
one year following termination of this Agreement.

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9. RULES AND PROCEDURES.  The  Broker/Agent  agrees to comply with all rules and
regulations  of the Company  presently in effect and any additions or amendments
made thereto from time to time. The Broker/Agent further agrees that he/she will
make no representation  regarding  benefits to be provided by the Company except
through  written  material  furnished  for  that  purpose  by the  Company.  The
Broker/Agent  understands  and agrees that he/she is not  authorized to make any
oral or written  change in any form,  application  or contract  furnished by the
Company,  or in premium  rates quoted by the Company;  to require the Company to
quote  rates  on  prospective  policies;  or to bind  the  Company  in any  way.
Broker/Agent shall comply with the Company's Code of Business Conduct, a copy of
which is available upon request.

10.  LIMITATIONS.  The  Company  reserves  the right to reject or  conditionally
accept  applications  submitted  by the  Broker/Agent,  to  refuse  to  quote on
prospective  group contracts  solicited by the  Broker/Agent,  and to refuse any
group contract in force with the Company.
The  Broker/Agent's  authority  to collect  premium  is  limited to the  initial
premium from each  applicant.  The  Broker/Agent  is not authorized to accept on
behalf of the Company any  subsequent  premium or other  payment.

11.  RIGHT TO
DISCONTINUE OR CHANGE. The Broker/Agent understands and agrees that at all times
the Company has the right to  discontinue  issuing any contract  form, to change
the rate or payment basis of the commission  payable to the  Broker/Agent on one
or more contract forms,  except that a change of commission  rates will not take
effect until notice of the change has been delivered to the Broker/Agent, and to
discontinue  offering  any  contract  form  for  sale by the  Broker/Agent  upon
immediate notice.

12. TERM AND TERMINATION.  This Agreement shall become effective on the first of
the month following that in which it has been signed by the  Broker/Agent and by
an  authorized  representative  of the Company.  It shall remain in effect until
terminated by either party.  Either party may terminate this  Agreement  without
cause  upon  ninety  (90) days  written  notice to the other  party of intent to
terminate.  Either party may terminate this Agreement for cause upon thirty (30)
days written notice unless such cause for termination is remedied within fifteen
(15)  days  of  receipt  of  such  notice.   This  Agreement   shall   terminate
automatically  and without notice upon  restriction,  suspension,  revocation or
nullification  of the  Broker/Agent's  license.  Termination  shall not  relieve
either  party of any  obligation  under  this  Agreement  which  arose  prior to
termination.  Upon  termination  each party shall promptly pay any money owed to
the other, and the Broker/Agent will promptly return to the Company all contract
forms, property, records or other materials furnished by the Company.

13.  MODIFICATION.  The Company may amend or modify this Agreement and schedules
or attachments hereto at anytime effective upon thirty (30) days advance written
notice  to the  Broker/Agent.  No  amendments,  modifications,  or waiver of any
provision  shall be valid  unless it is in writing  and signed by an  authorized
representative of the Company.

14.  ASSIGNMENT.  Any voluntary or involuntary  assignment of the Broker/Agent's
interest under this Agreement,  including the right to commissions, shall not be
valid unless the Company has given prior, written consent to the assignment.

15.  NOTICE.  Any notice  required  to be given  under this  Agreement  shall be
satisfied if  delivered in person or mailed,  by first class mail to the Company
at 100 S.W.  Market  Street,  Portland,  Oregon 97201,  Attention:  Broker/Agent
Coordinator,  Mail Station C-2-A. Notice shall be deemed communicated as of five
(5) days after mailing.

16. GOVERNING LAW/SEVERABILITY.  This Agreement shall be governed by the laws of
the State of Oregon. The invalidity or unenforceability of any term or provision
of this Agreement shall not affect the validity or  enforceability  of any other
term or provision.

17. WAIVER. The failure of the Company to take advantage of any of its rights or
privileges  under this  Agreement  or its  forebearance  or neglect to cancel or
terminate  this Agreement in the event of the  Broker/Agent's  failure to comply
with their provision  hereof shall not constitute a waiver by the Company of any
of its rights or privileges hereunder.

18.  MERGER.  This  Agreement,  including any valid  attachments,  schedules and
amendments,  constitutes  the  entire  agreement  between  the  Company  and the
Broker/Agent.   Any  prior  agreement   between  Company  and  the  Broker/Agent
pertaining  to the Plan shall have no further  force or effect  except  that any
obligation  of either  party to the other which  arose under the prior  contract
shall continue to exist.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by the
Broker/Agent and accepted by the Company as of 2nd day of November 1998.

                                 appointed 11/5/98 (handwritten notation)

BROKER/AGENT                          REGENCE LIFE AND HEALTH INSURANCE COMPANY

/s/ Scott E. Deru                     /s/ (signature illegible)
--------------------------------      -------------------------------
    Manager                               (Authorized Representative)


                                  (Page 4 of 4)












FORM BG 7073 (4/96)