AGENT MARKETING AGREEMENT BETWEEN UNITED HEALTHCARE OF UTAH,
                    UNITED HEALTH AND LIFE INSURANCE COMPANY
                                       AND


                          Fringe Benefit Analysts, LLC

                              (NAME or CORPORATION)
I


<PAGE>





CORPRATE BROKERAGE AGREEMNT


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:

SECTION I DEFINTIONS. For the purposes of this Agreement:
---------------------

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

1. is duly licensed pursuant to UTAH law;

2. is approved by Plans to solicit  enrollments  of  Enrolling  Units under this
Agreement; and

3. has executed  this  Agreement  with Plans to solicit  enrollment of Enrol1ing
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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<PAGE>



"Defined  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 it 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  comp1iance  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. SOLICITATTON AND ENROLLMENT OF ENROLLING UNITS.

A. Solicitation of 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  Units  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 Materials.  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 the  provisions  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
of 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 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.





                                       4
<PAGE>



SECTION V RESOLUTION OF DISPUTES

A. Disputes.  For the purposes of this section,  "Dispute"  means any dispute or
claim between Plans and Broker  arising out of or related to 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 all parties.  The complaining  party
shall  notify the other party in writing of such  Dispute and the parties  shall
attempt to resolve the Dispute  within ninety (90) days of the 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. The 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 parry 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 date of termination.
For the  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.


                                       5
<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 this  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 me right to assign any
or all of its rights and responsibilities under this Agreement.



                                       6
<PAGE>




In Witness Whereof,  the parties have entered this Agreement to be duly executed
as of the first date and year first written


                                       7
<PAGE>


                             COMMISSION SCHEDULES TO
                             THE BROKERAGE AGREEMENT


SECTION I. DEFINTIONS.  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  col1ected  from the Enrolling  Unit for each Contract Year following its
effective or renewal date.

"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
disabi1ity,  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.

SECTION II.  TERMS AND CONDITIONS.
---------------------------------

A.  Calculation  of  Commissions.  Commission's  payable to Broker  pursuant  to
Section III hereof  shall be  calculated  as a  percentage  of Monthly  Contract
Charges.

B.  Timing of Payment of Broker  Commissions.  Commissions  payable  pursuant to
Section  III  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
Commission,  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 Commission shall be
due and payable in the event that this  agreement  is  terminated  with cause by
Plans. No broker  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  of 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.


                                       8
<PAGE>



United Healthcare Utah


Key Accounts 2002 Base Commission Program

Effective May 1, 2002 through and including January 1, 2003

<TABLE>
<CAPTION>

                                                                             % of Premium
Employer Enrolled With                                         New Business                      Renewal Business
----------------------                                         ------------                      ----------------
<C> <C>                                                        <C>                               <C>
51 -99 Employees                                               5%                                5%
100 -250 Employees                                             5% *                              3%
251 + Employees                                                3% **                             3% **
</TABLE>

* May 1, 2002 through January 1, 2003 effective dates.
**Negotiable



Key Accounts 2002 Preferred Broker Bonus Plan

<TABLE>
<CAPTION>

New Business Only                                                                               Bonus per Subscriber
-----------------                                                                          ---------------------------------
Medical Plan Only                                                    Fully Insured     ASO With Stop Loss   ASO Without Stop Loss
------------------------------------------------------------------------------------------------------------------------------------
<C>                                                                  <C>                      <C>              <C>
2 cases and at least 100 enrolled employees                          $20                       -                -
2 cases and at least 250 enrolled employees                          $25                       -                -
3 cases and at least 400 enrolled employees                          $30                       $15              $10
4 cases and at least 600 enrolled employees                          $35                       $17.50           $12
5 cases and at least 800 enrolled employees                          $40                       $20              $14
6 cases and at least 1000+ enrolled employees                        $50                       $20              $14

</TABLE>



<TABLE>
<CAPTION>

Persistency Bonus -Per subscriber                                                       Bonus per Subscribe
------------------------------------------------------------------------------------------------------------
<C>                                                                                           <C>
85% to less than 95% of employees renew in calendar year                                       $20
95% or more of employees renew in calendar year                                                $40
</TABLE>






                                       8
<PAGE>



o Key Accounts  market is defined as  UnitedHealthcare  groups with 51+ eligible
employees  assigned to Key Accounts.

o The employee counts will be derived from
the medical  plan only.

o    The 2002 Key Accounts  Bonus Plan is effective from February 1 2002 through
     and including January 1, 2003,  unless terminated or otherwise  modified by
     United  Health care.  This Bonus Plan is offered at the sole  discretion of
     United  Health care and can be terminated or modified by United Health care
     at any  time  and  without  notice.  Any  subsequent  Bonus  Plan is at the
     discretion of UnitedHealthcare.

o    An existing  United  Health care Small  Business case that becomes a United
     Health care Key Accounts case does not qualify for the new business  bonus;
     however, it will be eligible for the persistency bonus.

o    The maximum  subscriber credit on anyone group, for either the new business
     or persistency bonus calculation will be 5,000 lives.

o    To be eligible for a persistency  bonus, the producer must sell the renewal
     for the case with a renewal  date  between  January 1, 2002 and  January 1,
     2003,  the case must be effective and the producer must continue to receive
     commissions as broker of record on January 1, 2003.

o    Payouts  earned  under the 2002 Key Accounts  Broker Bonus  program will be
     paid during the 2nd quarter of 2003.  To be  eligible  for the  persistency
     bonus,  producers must have three groups with 200 covered employees or more
     that renews  during the calendar year and is  participating  in the current
     year's new business bonus program.

o    The  persistency  bonus is based on the 1/1/2003  retention of  subscribers
     associated with 1/1/2002 existing qualified accounts.

o    Local agency  offices in a single  location are  aggregated for purposes of
     qualification.  Offices of the same partner in different  locations are not
     aggregated for purposes of qualification. .General agents selling wholesale
     insurance are not eligible for the plan.

o    To be eligible for the new business bonus,  the group must be a new case to
     UnitedHealthcare. Agent of record changes and group transfers from Uniprise
     do not qualify.

o    Uniprise new business and existing accounts are excluded from this program.
     The account must be managed by UnitedHealthcare  Key Accounts and be in the
     Key  Accounts  P&L.  UnitedHealthcare  reserves  the  right  to  make  this
     determination.

o    For  dual  or  multiple  broker  arrangements,   case  credit  for  payment
     calculations  will be  apportioned  based on the inforce  commission  split
     currently established on a case.

o    This bonus plan applies to cases sold and serviced  through a United Health
     care  sales  office  only.  It does  not  apply to any  Uniprise  business.
     Multiple  United Health care sales office  business  cannot be combined for
     bonus qualification.

o    The pay-out cap for anyone agent or agency is $150,000.


                                       9
<PAGE>

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

UNITED HEALTHCARE OF UTAH                       FRINGE BENEFIT ANALYSTS
------------------------------------    ---------------------------------------
             HMO                                  NAME OF CORPORATION
                                                     (Please Print)

                                        SCOTT E. DERU
                                        ----------------------------------------
                                                   NAME OF INDIVIDUAL
                                                     (Please Print)

/S/ JACK SCHIFFER                       /S/ SCOTT E. DERU
------------------------------------    ---------------------------------------
Title     Finance Administrator         Title     Member/Manager
------------------------------------    ---------------------------------------
Date      Jan 10 2002                   Federal Tax ID  87-0618333
------------------------------------    ---------------------------------------
                                        (For Corporation)

UNITED HEALTH AND LIFE
  INSURANCE COMPANY                     SS#
------------------------------------    ---------------------------------------
                                        (For Individual)

/S/ EDWARD M. BICKER                    DATE      1/02/02
------------------------------------    ---------------------------------------
Title     Director, Contracts
------------------------------------
Date     Jan 10, 2002
------------------------------------


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