ALTIUS HEALTH PLANS INC
                                           PRODUCER AGREEMENT

This agreement ("Agreement") is made by and between Scott E. Deru/Fringe Benefit
Analysts  ("Producer") and Altius Health Plans Inc. ("Altius"),  to be effective
on effective date of Utah Insurance Department Producer appointment with Altius.
For the  provision  of sales and related  services and consists of this data and
signature page and the following  exhibits  which are attached and  incorporated
into the Agreement:


EXHIBIT 1 - TERMS AND CONDITIONS


Producer Information:

PO BOX 336                          Layton                    Utah         84041
--------------------------------------------------------------------------------
Mailing Address                     City                      State         Zip

(801) 546-6004                                (801) 544-0460
--------------                                ----------------------------------
Telephone Number                              Fax Number

Insurance Agent Resident Agent/3778           87-0618333
-----------------------------------           ----------------------------------
License - Type and Number                     Tax ID Number

Affinity Insurance Services/NALV              NAL25463-6
--------------------------------              ----------------------------------
Errors and Omissions Carrier                  Errors and Omissions Policy Number


IN WITNESS WHEREOF, THE PARTIES HAVE AGREED TO THE EXECUTION OF THIS
AGREEMENT, AS MORE FULLY DESCRIBED ABOVE, BY THEIR SIGNATURES BELOW:
PRODUCER:

Producer:                                     Altius:
---------                                     -------

Scott E. Deru                                 Brett R. Clay
-----------------------------------           ---------------------------------
Producer Name (print or type)                 Representative (print or type)


/s/ Scott E. Deru                             /s/ Brett R. Clay
-----------------------------------           ---------------------------------
Signature                                     Signature


Fringe Benefit Analysts                       Director of Finance
-----------------------------------           ---------------------------------
Corporate Name (if applicable)                Title


                                              02/01/02
-----------------------------------           ---------------------------------
Corporate Officer and Title
(if applicable)

1/29/02
-----------------------------------
Date

<PAGE>

                   EXHIBIT 1. TERMS AND CONDITIONS (Continued)
                       ARTICLE I. OBLIGATIONS OF PRODUCER

1.1      Performance of Agreement Generally. Producer shall use its best efforts
         to solicit  applications for the Altius Plan(s) designated on Exhibit 2
         hereto from groups/employers/individuals within Altius' defined service
         area. In order to comply with applicable federal and state regulations,
         Producer  will perform as set forth in this  Agreement and as set forth
         in Altius administrative guidelines, bulletins, directives, manuals and
         the like,  as Aldus  may  publish  from time to time,  all of which are
         incorporated  herein by reference.  Producer  agrees that in performing
         under  this  Agreement,  Producer  shall act in the best  interests  of
         Altius and its clients.

1.2      Producer  Services.  Producer will service Altius Plan members enrolled
         through applications  submitted by Producer.  Such service will include
         but not be limited to the following:

         (a)     Acting as a liaison  between the member and Altius if requested
                 by Altius or the  member  including,  but not  limited  to, the
                 following:  Assisting  the member to take the proper  action in
                 connection  with  Altius  coverage  when  there is a change  of
                 address, change in marital status or change in dependent status
                 and assisting a family member/dependent to obtain coverage when
                 he or she is no longer entitled to coverage as a family member,
                 e.g.,  when a dependent child reaches the limiting age, or upon
                 divorce.

         (b)     Maintaining  a working  and  current  knowledge  of the  Altius
                 Plan(s)  designated on Exhibit 2 and the ability to explain the
                 benefits and/or coverage.

1-3     Licensure.   Producer  shall  comply  with  all   applicable   licensing
        requirements  required to transact its business and shall provide Altius
        with  copies of its  license  upon the  signing  of this  Agreement  and
        promptly upon each renewal of said license,  thereafter.  Producer shall
        promptly  notify Altius of any  expiration,  termination,  suspension or
        other action of the  Department  of  Insurance  or any other  applicable
        regulatory/licensing  body  affecting  the  Producer's  license  or  the
        licenses of Producer's principal persons or employees. Producer warrants
        that his/her  license has not previously been subject to any suspension,
        termination or other  disciplinary  action by any  government/regulatory
        authority  and that  Producer has never been  convicted of a felony or a
        misdemeanor involving theft or misappropriation of monies.

1.4     Submission of Application  for Coverage.  Producer agrees to comply with
        all of the rules and  regulations  of Altius in regard to the completion
        and  submission  of  applications  and to  make no  representation  with
        respect  to the  benefits  of any  Altius  Plan or about  Altius  not in
        conformity with the material prepared and furnished to Producer for that
        purpose by Altius.  Producer  will not make any  misleading or deceptive
        statement   and  will  explain  all  relevant   facts  in  dealing  with
        prospective  and current  members and groups.  Producer will use his/her
        best  efforts to ensure that each  application  is fully and  truthfully
        completed  by the  applicant  and the  completed  application  fully and
        accurately discloses the circumstances, including, where applicable, the
        health of  persons  for whom  coverage  is  sought  in the  application.
        Producer  further agrees to inform every applicant that Altius will rely
        upon these health  representations in the underwriting process, and that
        the  subsequent  discovery of material may result in the  rescission  or
        termination of any contract entered into by Altius, and that in no event
        will the applicant have any coverage  unless it is reviewed and approved
        by Altius.

                                                                      (Initials)



                                       2
<PAGE>



1.5      Limits of Authority.  Producer is not authorized to, and agrees not to,
         enter into, alter, deliver, replace, rescind, or terminate any contract
         on behalf of Altius,  nor to extend time for payment,  make settlement,
         or refund  membership  premiums or any other  charges or bind Altius in
         any way without the prior written approval of Altius.  Producer further
         agrees  that  Altius   reserves   the  right  to  reject  any  and  all
         applications submitted by Producer.

1.6      Handling  of  Funds,  (if the  Producer  receives  funds  for an Altius
         applicant  or  customer,  the funds shall be forwarded to Altius by the
         close of the next  business day after  receipt by the Producer or shall
         be deposited by the Producer into any federally insured trust fund with
         a financial institution located within the state, but shall be remitted
         Altius  within five (5) business  days after such funds are received by
         the  Producer.  Such funds shall be held by the Producer in a fiduciary
         capacity  for  Altius  and  shall at all times be  segregated  from the
         assets of the Producer.

        The  Producer  authority  to collect  premium is limited to the  initial
        premium from each applicant. The Producer is not authorized to accept on
        behalf of Altius any subsequent premium or other payment.

1.7      Maintenance of Records. Producer agrees to maintain complete records of
         all transactions  pertaining to applications  submitted to and accepted
         by Altius and its  business  relationship  with Altius for a minimum of
         five (5) years or as required by any governmental  entity or any law or
         regulation.  Any and all records  described  above or as may  otherwise
         relate to  Producer's  activities  in  connection  with Altius shall be
         accessible  and available to  representatives  of Altius who may review
         and/or  audit them from time to time while this  Agreement is in effect
         and  for a  period  of one  (1)  year  after  the  termination  of this
         Agreement.

1.8      Limits on Compensation. Producer shall seek compensation for performing
         under this Agreement only from Altius and shall under no  circumstances
         charge  prospective  or  current  members  or groups  any  application,
         processing  or other broker,  analyst or consultant  fee related to the
         performance of Producer's obligations  hereunder.  Producer shall under
         no circumstances attempt to collect from an Altius member any sums owed
         by Altius.

1.9      Insurance.  Producer  agrees to obtain and maintain in force errors and
         omissions  insurance  in an  amount  of not less  than  $1,000,000  per
         occurrence  and in the  aggregate at  Producer's  own expense,  or at a
         level deemed  appropriate by Altius, and shall provide evidence of such
         coverage to Altius upon request.  Producer  shall  provide  Altius with
         thirty (30) days prior written notice of cancellation of such insurance
         or of a  reduction  in coverage  which does not meet the above  minimum
         requirements.   Failure  to  obtain   and   maintain   this   insurance
         satisfactory  to Altius,  shall be a material  failure to comply with a
         provision of this  Agreement  and cause for  immediate  termination  by
         Altius.

1.10    Modification  of Programs.  Notwithstanding  any other provision in this
        Agreement,  Producer  agrees that Altius has the right to discontinue or
        modify,  or exercise any and all lawful rights it has in connection with
        any  Altius  Plans or  programs,  without  incurring  any  liability  to
        Producer.
                                                                      (Initials)



                                       3
<PAGE>



1.11    Indemnification.  The  Producer  agrees to indemnify  and hold  harmless
        Altius  from  any and all  liability,  loss,  cost,  damage  or  expense
        including  attorney fees and cost arising out of or  attributable to the
        Producers  violation  of this  agreement  or the  Producers  failure  to
        conform to the provision of this agreement.

1-12    Trade Secrets.  Producer agrees to maintain the  confidentiality  of any
        trade secrets or proprietary information obtained or learned from Altius
        and not to use such trade  secrets or  proprietary  information  for its
        benefit  or the  benefit  of others  except as  specifically  authorized
        herein.  Producer  acknowledges and agrees that the leads,  presentation
        manuals,  training and recruiting  videos,  member lists and other lists
        which Altius may from time to time provide  Producer,  are  confidential
        and proprietary to Altius.  Producer's  obligations under this paragraph
        shall survive termination of this Agreement.

1.13     Exercise of  Authority.  Producer  shall not  possess or  exercise  any
         authority  on behalf of Altius other than that  expressly  conferred by
         this Agreement.

1.14     Non-Discrimination. Producer agrees to render the services contemplated
         herein without regard to race, sex, religion,  creed,  color,  national
         origin or ancestry of any of Altius" potential or actual members.

1.15     Information Session.  Producer will attend, at Producer's sole expense,
         at  least  one  Altius  sponsored  producer  information  session  each
         calendar year to be held in the county in which Producer resides.

1.16     Product  Sales  Limitation.  Producer  may  sell  only  those  products
         specifically authorized and designated on Exhibit 2 hereto. Producer is
         not  authorized  to  solicit  any  other  Altius  products  under  this
         Agreement.

1.17     Delegation  Restriction.  Producer  shall not  delegate  any  agents to
         solicit  applications  for the Altius Plan(s) or to service Altius Plan
         members without the prior express written consent of Altius.

1.18     Privacy clause - Non-disclosure of Nonpublic Personnel Financial and/or
         Health Information. Except as otherwise provided in this Agreement, the
         parties (and their respective officers,  directors,  employees, agents,
         successors  and  assigns)  shall  hold any and all  nonpublic  personal
         financial and or health  information  in the strictest  confidence as a
         fiduciary,  and shall not,  voluntarily  or  involuntarily,  use, sell,
         transfer,  publish,  disclose,  display or otherwise  make available to
         others  any  portion  of  nonpublic  personal  financial  and or health
         information  without the express  written  consent  from Altius  Health
         Plans.

1.19     Refund  of  Commissions.  If  this  Agreement  is  terminated,  per the
         provisions of the Agreement,  then the Producer  shall promptly  refund
         any  improperly  paid  commissions  to Altius.  The  Producer  shall be
         responsible  for any  collection,  legal, or attorney's fees or expense
         incurred by Altius to collect any improperly paid commissions.


                                                                      (Initials)



                                       4
<PAGE>



                         ARTICLE II. OBLIGATIONS OF ALTIUS

2.1      Commissions.   Altius  will  pay   Producer   first  year  and  renewal
         commissions on an Altius enrollment resulting from applications for the
         Altius  Plan(s)  that are  obtained by Producer and accepted by Altius.
         Such commissions shall be based on the commission  schedule(s) attached
         to this  Agreement  as Exhibit 3 and  incorporated  herein and shall be
         paid  on  membership  premiums  actually  received  by  Altius  for the
         enrollments produced by Producer. Payment shall be as set forth in this
         paragraph.  Notwithstanding  any  other  provision  of this  Agreement,
         Altius may modify or replace its commission  schedule(s) on thirty (30)
         days prior written notice to Producer, and such modified or replacement
         schedule(s)  shall apply to all  enrollments  effective  following  the
         effective date of such modification or replacement.

2.2      Renewal  Commissions.  Renewal commissions shall be payable to Producer
         by Altius,  as provided  under Section 2.3 hereof (i) as long as Altius
         retains the enrollment  produced by Producer (such  retention  being at
         Altius'  option);  and (ii) as long as  Altius  has a valid  broker  of
         record letter  naming  Producer as the  representative  of the employer
         group,  (iii) and so long as this Agreement is still in effect.  In the
         event the employer group notifies Altius that it intends to discontinue
         or change  its  broker of  record,  Altius  will  cease its  payment of
         commission,  with or without notice to the Producer, as of the last day
         of the month in which Altius is notified by the employer group.

2.3      Payment of Commissions.  Altius will pay Producer net  compensation for
         all  Producer's  business due within thirty (30) days following the end
         of each calendar month based on membership  premiums actually received,
         earned and  reconciled by Altius during the calendar month for Producer
         generated  business.  If there is a return of  membership  premiums  on
         Producer generated business, for any reason, Altius will charge back to
         Producer the amount of  commission  previously  paid to Producer on the
         amount of returned membership premiums.

2.4      Loss of  Commissions.  No  further  commissions  shall  be  payable  to
         Producer  should this  Agreement be  terminated  for cause  pursuant to
         Section 3.3. Additionally, no further commissions shall be payable if:

        a.  Producer fails to immediately  remit to Altius any funds received on
            behalf of Altius; or

         b. Producer  shall be indebted to Altius for more than sixty (60) days;
            or

         c. Producer  induces or attempts to induce any Altius member to give up
            Altius coverage or replace a Altius benefit  agreement with coverage
            by any other  company  unless  such  change is  clearly  in the best
            interest of the Altius member; or

         d. Producer  commits any act of fraud or  dishonesty  or  breaches  any
            contractual duty of this Agreement; or

         e. Producer fails to notify Altius of any change of Producer's  address
            within 90 days.

2.5      Offset Against  Commissions.  Producer agrees that any  indebtedness of
         Producer to Altius  shall be a first lien against any  commissions  due
         Producer  and may be offset  and be  deducted  at Altius'  option  from
         commissions due to Producer.

2.6      Survival of Provisions. The provisions of this Article II shall survive
         the termination of this Agreement.


                                                                      (Initials)




                                       5
<PAGE>



                        ARTICLE III. TERM AND TERMINATION

3.1      Term.  This Agreement  shall become  effective on the effective date of
         the Utah  Insurance  Department  Producer  appointment  with Altius set
         forth  above,  which shall be the first day of the  following  month in
         which  it  has  been  signed  by  the  Producer  and  by an  authorized
         representative of Altius, and shall continue in effect until terminated
         by either party as provided below.

3.2      Termination Without Cause. This Agreement may be terminated at any time
         by either party giving the other thirty (30) days prior written notice.
         The effective date of  termination  shall be the first day of the month
         following the thirty (30) day notice. Such termination shall not impair
         Producer's  right to receive  commissions  except as  provided  in this
         Agreement for the effective dates of this Agreement.

3.3      Termination For Cause.  Notwithstanding  the provisions of Section 3.2,
         Altius may terminate this Agreement  immediately at any time for cause,
         by giving written notice to Producer.  For purposes of this  Agreement,
         such cause shall include,  but not be limited to, the events  described
         in Section 2.4 hereof.  The right to terminate this Agreement for cause
         shall not be exclusive, but shall be cumulative with all other remedies
         available at law or in equity.  In  addition,  this  Agreement  will be
         terminated  automatically and without any required notice by Altius, in
         its sole discretion, if any of the following occurs: (i) if Producer is
         a   corporation,    the   dissolution   of   the   corporation;    (ii)
         disqualification  of Producer to do business under  applicable  law; or
         (iii) revocation or termination of Producer's license.

3.4      Obligation of Parties after Termination.  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  Producer  will  promptly  return to
         Altius any all contract forms,  property,  records,  or other materials
         furnished by Altius.

                         ARTICLE IV. GENERAL PROVISIONS

4.1     Independent  Contractor  Relationship.   Producer  agrees  that  in  the
        performance  of  the  work,   duties  and  obligations  of  the  parties
        hereunder,  each party shall be deemed to be acting and performing as an
        independent  contractor and nothing in this Agreement shall he construed
        or deemed a relationship  of employer and employee,  partnership,  joint
        venture,  or principal and agent,  nor shall this Agreement be construed
        in any proceeding or for any purpose  whatsoever so as to make the other
        party liable to any third person for the debts, faults or actions of the
        other.

                                                                      (Initials)


                                       6
<PAGE>



4.2     Arbitration.  Should any dispute  arise  between  the  parties  over any
        provision of this Agreement or over any  performance of this  Agreement,
        the dispute shall be submitted to binding arbitration.  This arbitration
        shall be conducted  according  to the rules of the American  Arbitration
        Association, but need not necessarily be conducted by that organization.
        Each  party  shall  initially   equally   contribute  to  the  costs  of
        arbitration.  During  the  arbitration  each  party  shall  bear its own
        attorneys' fees. Upon award of the arbitrator,  both the decision of the
        arbitrator and the award shall be final and the  prevailing  party shall
        be entitled to recover from the other party its share of the arbitration
        costs expended,  and all costs,  including attorneys' fees. In the event
        the  arbitrator  fails to render  an award  within  ninety  (90) days of
        submission  of the  matter for  decision,  or such  longer  times as the
        parties may  stipulate,  then either party may elect to have all further
        arbitration proceedings terminated and the matter submitted for judicial
        resolution.   All  reasonable   costs  and  fees  incurred   during  the
        arbitration shall then be awarded by the court to the prevailing party.

4.3     Non-Exclusive  Arrangement.  This is not an exclusive Agreement.  Altius
        may use other  persons and entities for the same or similar  services as
        are being provided by Producer.

4.4     Assignability.  The rights and  obligations  set forth in this Agreement
        may be assigned by Altius to an  affiliate  or other entity of Altius or
        Altius' parent corporation. The rights and obligations set forth in this
        Agreement  may not be  assigned by  Producer  without the prior  written
        consent of Altius. Any attempted  assignment not in compliance with this
        Section is void and cause for immediate termination by Altius.

4.5     Severability. If any provision of this Agreement is deemed to be invalid
        or unenforceable by a court of competent jurisdiction or by arbitration,
        it shall be deemed  severable  from the  remainder of the  Agreement and
        shall not cause the invalidity or  unenforceability  of the remainder of
        the Agreement.

4.6     Enforcement.  If any action at taw or in equity is  necessary to enforce
        or interpret the terms of the Agreement,  the prevailing  party shall be
        entitled to payment by the other party of  reasonable  attorney's  fees,
        costs and necessary  disbursement  and expenses in addition to any other
        relief to which such party may be entitled.

4.7     Notice.  Any and all  notices  required  pursuant  to the  terms of this
        Agreement must be given by United States mail, postage pre-paid,  return
        receipt requested at the following addresses:

         If to Altius:
         Altius Health Plans, Inc. - President
         10421 South Jordan Gateway, Suite 400
         South Jordan, UT 84095

         If to Producer:
         At the address set forth on the first page of this Agreement.

4.8     Governing  Law.  Altius  and  Producer  shall  comply  with all laws and
        regulations applicable to their business,  licenses and the transactions
        into which they have entered.  This  Agreement  shall be governed by and
        construed in accordance with all applicable state and federal laws.


                                                                      (Initials)


                                       7
<PAGE>


4.9    Waiver. The waiver by either party of any breach of this Agreement by the
       other party shall not  constitute a continuing  waiver or a waiver of any
       subsequent breach of the same or a different Section of this Agreement.

4.10    Amendment.  Altius may amend this  Agreement upon thirty (30) days prior
        written  notice,  but any such amendment shall not affect the Producer's
        rights in connection with business  written with an effective date prior
        to the effective date of the amendment.

4.11    Use of Names and Trademarks.  Altius and Producer each reserve the right
        to control the use of their names, symbols,  trademarks,  or other marks
        currently existing or later established.  However,  either party may use
        the other  party's name,  symbols,  trademarks or other marks with prior
        written approval of the other party.  Altius shall be allowed to use the
        name of Producer in its promotional activities and marketing campaign.

4.12    Use of Words. In this Agreement the words "shall" and "will" are used in
        the mandatory sense. Unless the context otherwise clearly requires,  any
        one gender includes all others,  the singular  includes the plural,  and
        the plural includes the singular.

4.13    Entire Agreement.  This Agreement  constitutes the entire  understanding
        between the parties- This  Agreement  shall  supersede ail prior written
        agreements,  including  amendments  and  addenda,  and both  Altius  and
        Producer  mutually agree that any prior agreements  shall  automatically
        terminate  on  the  first  day  of  the  term  of  this  Agreement.  Any
        commissions  payable  by the  terms of  prior  agreements  shall  not be
        impaired by the terms of this Agreement.

                                       END





                                                                      (Initials)




                                       8
<PAGE>



                       EXHIBIT 2. ALTIUS COMMERCIAL PLANS

1. AItius Mountain PIan(s)
2. AItius Peak Plan(s)




                                       9
<PAGE>


                                    EXHIBIT 3

                               ALTIUS HEALTH PLANS
                            AGENT COMMISSION SCHEDULE
                                EFFECTIVE 9-1-01

o  All commissions calculated on # of eligible employees.

o  Group Demographics will be reviewed annually prior to renewal.  If the number
   of eligible employees changes, the group will move to the new commission tier
   at the renewal date.

o  Small Group,  2-24: Risk adjustment  factors will also be reviewed at renewal
   and the  commission  level  for the next  year  will be based on the new risk
   adjustment factor.

================================================================================
   NEW AND  RENEWAL  BUSINESS  -  COMMERCIAL  GROUPS  WITH  25 OR MORE  ELIGIBLE
   EMPLOYEES
--------------------------------------------------------------------------------
            Eligible Employees              Commission Schedule
--------------------------------------------------------------------------------
                  25-50                              8%
--------------------------------------------------------------------------------
                 51 -100                             6%
--------------------------------------------------------------------------------
                 101 -499                        Negotiated
--------------------------------------------------------------------------------
                   500+                        Net Commission
                                       (See Rep to negotiate commission loads)
===============================================================================-


===============================================================================
   NEW AND RENEWAL BUSINESS - COMMERCIAL GROUPS WITH 2 - 24 ELIGIBLE EMPLOYEES
-------------------------------------------------------------------------------
               Final Underwriting Action                Commission Schedule

-------------------------------------------------------------------------------
         Rate Up of less than or equal to 22%                   12%

-------------------------------------------------------------------------------
           Rate Up of more than 22% but less                    10%
                 Than or equal to 44%
-------------------------------------------------------------------------------
               Rate Up of more than 44%,                         8%
             but less than or equal to 65%
-------------------------------------------------------------------------------
               Rate Up of More Than 65%                          6%
===============================================================================


===============================================================================
                             I - PLAN HEALTH PRODUCT
-------------------------------------------------------------------------------
                      First Year                      20%
-------------------------------------------------------------------------------
                      Second Year                     10%
-------------------------------------------------------------------------------
                 Third Year and Beyond                 5%
===============================================================================


                                       10