AGENT MARKETING AGREEMENT
                                     BETWEEN
                           UNITED HEALTHCARE OF UTAH,
                    UNITED HEALTH AND LIFE INSURANCE COMPANY
                                       AND
                          Fringe Benefit Analysts, LLC
                          ----------------------------
                              (NAME OF CORPORATION)



<PAGE>


                          CORPORATE BROKERAGE AGREEMENT


       THIS  AGREEMENT,  made as of this  1st day (of  November.  1998,  between
United Healthcare of Utah ("HMO"), a health maintenance organization, and United
Health and Life Insurance Company ("Insurance  Company")  (collectively known as
"Plans"), and Fringe Benefit Analysts, LLC. ("Broker").

       WHEREAS,   HMO  is  organized  and  operated  as  a  health   maintenance
organization  to arrange for the  delivery  of health  care  services to persons
covered by HMO's group health benefit contracts; and

       WHEREAS, Insurance Company Is organized and operated as a life and health
insurance company licensed in the State of UTAH; and

        WHEREAS, Broker is a duly licensed insurance broker qualified to solicit
enrollment of persons in the group HMO enrollment, group health, disability, and
life insurance offered by or through Plans; and

        WHEREAS,  Plans and Broker desire to contract with each other to arrange
for Plans* group HMO benefit  contracts and group health,  disability,  and life
Insurance to be offered to specified groups of individuals;

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
of this Agreement, Plans and Broker agree as follows:

SECTION I. DEFINITIONS:
-----------------------

For the purposes of this Agreement:

"Broker" means the above-named individual broker/agency who:

         1.   is duly licensed pursuant to Utah law;

         3.   is  approved by Plans to solicit  enrollment  of  Enrolling  Units
              under this Agreement;

         3.   has executed this  Agreement  with Plans to solicit  enrollment of
              Enrolling Units under this Agreement; and

         4.   is Broker of Record for the Enrolling Unit.

"Benefit Contract" means the health,  disability, and life benefit contracts and
policies  approved by Plans to be marketed and issued to  Enrolling  Units under
this Agreement at premium rates established and approved by Plans.

"Broker  Commissions"  means the  payments  due Broker by Plans for the services
performed  by Broker under this  Agreement  for an  Enrolling  Unit.  The Broker
Commissions  shall be  calculated  and paid as  provided  for in the  Commission
Schedule to the Brokerage  Agreement,  attached hereto and  incorporated  herein
("Appendix A"),

"Contract  Month"  and  "Contract  Year"  means  the  calendar  month or year as
determined  from  the  effective  date of the  Enrolling  Unit  under a  Benefit
Contract.



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"Define  Service  Area" means the  geographic  area in which  Broker may solicit
enrollment of Enrolling  Units under this  Agreement and limited to the counties
In which HMO and/or Insurance Company and Broker are licensed to operate.

"Enrolling Unit" means an employer group solicited under this Agreement which:

         1. is located in the Defined Service Area;

         2. has at least 5 employees eligible for group health benefits; and

        3.  is approved by Plans and  accepted  for  enrollment  under a Benefit
            Contract

SECTION II. AUTHORITY OF BROKER.
--------------------------------

A.      Authority of Broker.  Broker  represents  and  warrants  that it has the
        authority  to  contract  on  behalf of and bind the  individual  brokers
        employed by Broker. Broker shall cause individual brokers employed by St
        to comply with all the terms of this  Agreement.  Broker  shall  solicit
        enrollment of Enrolling Units under this Agreement.  Plans may from time
        to time  adjust  the  Minimum  Enrolling  Unit size it will  accept  for
        (enrollment.  Any such  adjustment  shall be communicated to Broker on a
        timely basis.

B.      Responsibilities  of Broker.  Broker shall be responsible for completion
        of initial  and  ongoing  training  with Plans to assure  compliance  by
        Broker with Plans'  marketing  and  enrollment  policies.  Such training
        shall include,  but is not limited to, open enrollment  training,  sales
        call training,  routine  evaluation of Broker's  performance  under this
        Agreement and such other  training as may be required by Plans from time
        to time. Broker shall have sole responsibility to compensate  individual
        brokers employed by It for services  provided in this Agreement.  In the
        event of non-  payment  by  Broker,  no  individual  broker  shall  have
        recourse against Plans or Insurance Company.

SECTION III. SOLTICITATION AND ENROLLMENT OF ENROLLING UNITS.
]-------------------------------------------------------------

 A      Solicitation or Enrolling  Units.  Broker shall use its best efforts to
        solicit enrollment of prospective Enrolling Units under this Agreement.

B.      Proposals.  Broker shall submit to prospective  Enrolling Units proposal
        letters  in a form and upon such  terms as are  approved  in  advance by
        Plans.  No term of such  proposal,  including  premium  amounts,  may be
        altered except upon the prior written approval of Plans.

C.      Application  for  Enrollment.  Broker shall  accurately  and  completely
        record  information  required by Plans for enrollment of Enrolling Units
        under a Benefit  Contract and shall comply with applicable  policies and
        procedures as established by Plans from time to time.

D.      Acceptance  for  Enrollment.  Plans  shall  have the  right to accept or
        reject any prospective Enrolling Unit submitted for enrollment by Broker
        based on underwriting and enrollment  policies  established by Plans. In
        no event  shall any  prospective  Enrolling  Unit be eligible to receive
        health  services under a Benefit  Contract  unless and until accepted by
        Plans with such effective date as determined by Plans.



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<PAGE>



E.      Servicing  of  Enrolling  Units.  Broker  shall be  responsible  for the
        delivery  and  explanation  of  initial  administrative  forms,  such as
        billing and  enrollment  materials,  and subsequent  renewal  forms,  as
        approved in advance by Plans,  Broker shall deliver the Benefit Contract
        with  Enrolling  Units for  signature  and return signed forms to Plans.
        Broker is also responsible for each renewal presentation, as approved in
        advance by Plans.

F.      Compensation  for Services  Rendered.  Broker shall be  compensated  for
        services rendered under this Agreement  pursuant to Appendix A and shall
        be  compensated  only if the Broker  continues to be  recognized  by the
        Enrolling Unit as the Broker of Record,

G.      Marketing  Material.  Broker  shall  obtain from Plans,  upon request by
        Broker,  such  marketing and  enrollment  materials as are necessary for
        solicitation of enrollment under this Agreement by Broker.

H.      Use of  Information.  Broker  shall not use any  marketing  materials or
        other  information  regarding Plans to the competitive  advantage of any
        health  benefits  competitor of Plans.  All such  materials  provided to
        Broker shall be immediately  returned to Plans upon  termination of this
        Agreement.

I.      Records.  Broker shall  maintain  records  related to the  enrollment of
        Enrolling Units by Broker,  and. Plans shall, upon reasonable notice and
        demand,  have  access  during  regular  business  hours  to any  records
        maintained by Broker relating to this Agreement,

 SECTION IV. Terms AND Conditions Governing RELATIONSHIP BETWEEN PARTIES.
 -----------------------------------------------------------------------

A.      Independent Contractors. Broker shall remain at all times an independent
        contractor  and not an employee of Plans.  None of die provision of this
        Agreement  are  intended to create,  nor shall be deemed or construed to
        create, any other relationship between the parties. No employee of Plans
        or Broker  shall be  construed  or deemed to be an employee of the other
        party.

B.      Indemnification  and Hold Harmless by Broker.  Broker shall defend, hold
        harmless and indemnify  Plans  against any and all claims,  liabilities,
        damages or judgments,  including  reasonable  attorney's fees,  asserted
        against,  imposed  upon  and/or  incurred by Plans that arise out of the
        acts or  omissions,  including  negligence  of Broker  or other  persons
        within  Broker's   control,   in  the  discharge  or  his/her  or  their
        responsibilities under this Agreement.

C.      Indemnification  and Hold Harmless by Plans.  Plans shall  defend,  hold
        harmless and indemnify  Broker against any and all claims,  liabilities,
        damages or judgments,  including  reasonable  attorney's fees,  asserted
        against,  imposed  upon and/or  incurred by Broker that arise out of the
        acts or  omissions,  including  negligence  of Plans  employees or other
        persons  within  Plan's  control,  in the  discharge of his/her or their
        responsibilities under this Agreement.

D.       Liability  Insurance.  Broker shall procure and maintain,  on behalf of
         Broker and individual brokers employed by Broker,  errors and omissions
         and/or professional  liability insurance with coverage  satisfactory to
         Plans.  Upon request by Plans,  Broker shall  provide  evidence of such
         insurance  coverage.  Broker  shall  notify  Plans in  writing,  to the
         attention of the Chief Executive Officer and President, as appropriate,
         within  thirty (30) days prior  notice of any  material  changes in the
         errors and omissions and/or  professional  liability coverage of Broker
         or individual brokers employed by Broker.

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<PAGE>

SECTION V. RESOLUTION OF DISPUTES

A.      Disputes.  For the purposes of this section,  "Depute" means any dispute
        or claim  between  Plans and Broker  arising  out of or related  1:0 the
        interpretation or application of this Agreement or breach thereof,

B.      Negotiation and Arbitration of Disputes. Resolution of any Dispute shall
        be  subject  to  good  faith  negotiation   between  the  parties.   The
        complaining  party  shall  notify  the other  party in  writing  of such
        Dispute and the  parties  shall  attempt 10 resolve  the Dispute  within
        ninety  ($0) days of die date  such  notice,  or within  such time as is
        mutually agreed upon by the parties in writing. In the event the Dispute
        is not  resolved  within  such time  period,  it shall be  submitted  in
        writing to arbitration by the originating party within fifteen (15) days
        of the termination of the negotiations as provided above pursuant to the
        Commercial  Arbitration Rules of the American  Arbitration  Association,
        except  that the  arbitrator(s)  shall  be  required  to  issue  written
        findings of fact and  conclusions of law in  conjunction  with any award
        and the  conclusions  of law may be  reviewed  de novo if the  award  is
        challenged in a subsequent  judicial  proceeding.  This provision  shall
        survive termination of this Agreement,

SECTION VI. TERM. TERMINATION, AMENDMENT, ASSIGNMENT, ENTIRE
             AGREEMENT AND GOVERNING LAW.
------------------------------------------------------------

A.      Term.  The term of this  Agreement  shall  commence  on the  date  first
        specified  above and shall  continue in effect  through the remainder of
        the calendar year and for each calendar year thereafter  until such time
        as this  Agreement  is  terminated  by either  party as provided  for in
        Section VI(B) hereof.

B.      Termination.  This Agreement may be terminated with or without cause, by
        either party to this  Agreement  upon sixty (60) days written  notice to
        the other party;  provided,  however, that termination of this Agreement
        shall be subject to the following provisions;

         1.      In the event this  Agreement is  terminated  by Plans,  without
                 cause,  or by Broker  with or without  cause.  Plans  shall pay
                 Broker  Commissions  as  provided  in Section III of Appendix A
                 until Broker is no longer  Broker of Record with the  Enrolling
                 Unit.

         2.      In the event this Agreement Is terminated by Plans, with cause,
                 no  Broker  Commissions  shall be  payable  to  Broker by Plans
                 following the date of such termination. For me purposes of this
                 Agreement  "with  cause" shall mean default by Broker under any
                 material  term of  this  Agreement  and  failure  to cure  such
                 default  within  forty-five  (45) days after receipt of written
                 notice  from  Plans  specifying  the  precise  nature  of  such
                 default.


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<PAGE>



         3.      In the event Broker is no longer duly licensed pursuant to Utah
                 law. Plans shall  terminate this  Agreement,  and this shall be
                 deemed  termination  "with  cause." In  addition,  if Broker is
                 suspended  or  disciplined  by any state or federal  regulatory
                 authority  or is  reprimanded  in any  way In  connection  with
                 performance of his or her duties as an insurance broker,  Plans
                 reserve the right,  in Its sole  discretion,  to terminate this
                 Agreement.  Such termination shall be deemed  termination "with
                 cause" under the terms of this Agreement. No Broker Commissions
                 shall be payable to Broker by Plans  following the date of such
                 termination.

         4.      The  determination  of  Contract  Years  for  the  purposes  of
                 calculating  Broker  Commissions,  as  specified in Appendix A,
                 upon  termination of (his  Agreement,  shall not be affected by
                 the  termination of this Agreement and shall be determined from
                 the  effective  date of the  Enrolling  Unit  under  a  Benefit
                 Contract.

C.      Entire Agreement. This Agreement, including all appendices,  constitutes
        the  entire  agreement  between  the  parties,   superseding  all  prior
        agreements,  understanding  and  representations.  No alteration of this
        Agreement or waiver of its provision  shall be valid unless  approved in
        writing in advance by Plans.

D.      Amendment Except as otherwise  provided in Section III A. of Appendix A.
        any  amendment to this  Agreement  proposed by Plans at least sixty (60)
        days  prior to the  effective  date of such  amendment  shall be  deemed
        adopted unless this Agreement is earlier:  terminated as provided for in
        Section  VI(B).  Any  amendment  TO Appendix A shall apply to  Enrolling
        Units  effective  or renewed  under a Benefit  Contract  on or after the
        effective date of such amendment,

E.      Assignment. HMO and Insurance Company shall have the right to assign any
        or all of its rights and  responsibilities  under this  Agreement to any
        entity that  controls,  is  controlled or managed by, or is under common
        control with HMO or Insurance  Company as appropriate.  Broker shall not
        have the right to assign any or all of its  rights and  responsibilities
        under this Agreement.



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<PAGE>



F.      Governing  Law.  This  Agreement  shall be governed by and  construed in
        accordance with the laws of the State of Utah,

        IN WITNESS  WHEREOF,  the panics have caused this  Agreement  to be duly
executed as Of the date and year first written.


 UNITED HEALTHCARE OF UTAH                   Fringe Benefit Analysts, LLC
 -------------------------                   ----------------------------
         HMO

/s/ (signature illegible)                    /s/ Scott Deru
----------------------------------           ----------------------------
Its CFO                                      CORPORATE BROKER

                                             Federal Tax ID# 87-0618333

                                             Date -November 3, 1998

UNITED HEALTH AND LIFE
INSURANCE COMPANY

By___________________________________
    Its Director, Contracts

Date     ___________



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                                   APPENDIX A




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<PAGE>



                             COMMISSION SCHEDULES TO
                             THE BROKERAGE AGREEMENT


SECTION I. DEFINITIONS
----------------------
For the purposes of this Appendix.


"Annual  Contract  Charges"  means  the  Contract  Charges  collectible  from an
Enrolling Unit during each Contract Year. Such amount shall be the total premium
amount  collected  from the Enrolling  Unit for each Contract Year following its
effective or renewal dace.

"Contract Charges" means the total premium amount required of and collected from
an  Enrolling  Unit  for  all  health  products  or  for  all  life,  short-term
disability,  and accidental death and dismemberment  products for coverage under
Benefit Contracts.

"First Year Commission"  means the Commissions due Broker for the first Contract
Year of enrollment of the Enrolling Unit by Broker under this Agreement,

"Monthly  Contract  Charges"  means the  Contract  Charges  collectible  from an
Enrolling  Unit during each  Contract  Month.  Such amount  shall be the premium
amount  collected from the Enrolling Unit for each Contract Month  following its
effective or renewal date.

"Renewal  Commission"  means the  Commissions  due  Broker  for the  second  and
subsequent  Contract  Years of enrollment of the Enrolling  Unit by Broker under
this Agreement.



A.      Calculation of  Commissions,  Commissions  payable to Broker pursuant to
        Section  in  hereof  shall be  calculated  as a  percentage  of  Monthly
        Contract Charges.

B.      Timing of Payment of Broker Commissions. Commissions payable pursuant to
        Section  HI hereof  shall be paid to Broker on a monthly  basis no later
        than sixty (60) days after the Enrolling Unit's Monthly Contract Charges
        which are due have been received by Plans.

C.      Clerical  Error.  Plans shall make an  appropriate  adjustment in Broker
        Commissions,  as provided in this Appendix, upon discovery of a clerical
        error.  This  includes  the Plans' right to collect  reimbursement  from
        Broker  for any  overpayment  of Broker  Commissions.  However,  no such
        adjustment  in Broker  Commissions  shall be made  beyond  fifteen  (15)
        months after the date Plans were notified of such clerical error.  Plans
        may collect  reimbursement for collection agency and legal fees, if any,
        incurred by Plans to procure reimbursement.

SECTION III. BROKER COMMISSIONS PAYABLE
---------------------------------------

A.      Broker  Compensation.  For  Enrolling  Units  solicited  by  Broker  and
        approved  for  enrollment  by Plans  during the term of this  Agreement,
        Broker shall be compensated  pursuant to the commission schedule in this
        Appendix  as amended  from time to time by Plans upon  thirty  (30) days
        written notice to Broker.  Broker shall be compensated  for an Enrolling
        Unit's first Contract Year and for subsequent Contract Years;  provided,
        however,  that no Broker  Commissions  shall be due and  payable  in the
        event that this Agreement is terminated with cause by Plans, No Broker



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<PAGE>


        Commissions  shall be due and  payable in the event  Broker is no longer
        the  Broker of Record  for the  Enrolling  Unit in  accordance  with the
        Plans'  Broker  of  Record  policy.  In  the  event  this  Agreement  is
        terminated without cause, Broker Commissions shall be due and payable in
        accordance  with Section VI.B. of this  Agreement and with the schedules
        set forth below.

B.      Maintenance  or Payment of Contract  Charges For an Enrolling Unit to be
        included as an  Enrolling  Unit for purposes of  determining  the Broker
        Commission  Level payable  pursuant to Section  III(A) of this Appendix,
        the Enrolling Unit must pay its Contract Charges on a timely basis.

C.      Amount Payable.  No amounts shall be payable  hereunder in excess of any
        maximum prescribed by any applicable federal or state law, regulation or
        ruling.



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