ALTIUS HEALTH PLANS INC.

                               PRODUCER AGREEMENT

This Agreement ("Agreement") is made by and between SCOTT E. DERU/FRINGE BENEFIT
ANALYSTS  ("Producer") and Altiuis 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:
---------------------

P. O. Box 336           Layton                  UT  84041
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Mailing Address

801-546-6004                                    801-544-0460
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Insurance License Resident Agent/3778           87-0618333
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IN WITNESS WHEREOF,  THE PARTIES HAVE AGREED TO THE EXECUTION OF THIS AGREEMENT,
AS MORE FULLY DESCRIBED ABOVE, BY THEIR SIGNATURES  BELOW:

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

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Corporate Officer and Title                     Date
(if applicable)

---------------------------------------
Date

                                       1
<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 Altius 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 tile 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.












                                       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 al1
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  Com12ensation.  Producer shall seek  compensation  for performing
under this Agreement only from Altius and shall tinder 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.
















                                       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
tile 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.






                                       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  Commission.  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.














                                       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  Tern1ination.  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 be 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.




                                       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 tile 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 law 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.










                                       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,  anyone
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  all  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 commission's  payable by the terms
of prior agreements shall not be impaired by the terms of this Agreement.

END








                                       8
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EXHIBIT 2. ALTIUS COMMERCIAL PLANS
1. Altius Mountain Plan(s)
2. Altius Peak Plan(s)










































































                                       9
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                                    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 EMPLOYEES
Eligible Employees                   Commission Schedule
------------------                   -------------------
25 -50                               8%
51 -100                              6%
101 -499                             Negotiated
500+                                 Net Commission
1000+                                (See rep to negotiate commission loads)



NEW AND RENEWAL BUSINESS- COMMERCIAL GROUPS WITH 2-24 ELIGIBLE EMPLOYEE
Final Underwriting Action                     Commission Schedule
-------------------------                     -------------------
Rate up of less than or equal to 22%          12%
Rate up of more than 22%                      10%
but less 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

         IN WITNESS WHEREOF, the parties hereto 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                            Fed Tax ID #  87-0618333
---------------------------------               -------------------------------


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

/S/ Edward M. Ricker                            Date 01/02/2002
---------------------------------               -------------------------------
Title   Director, Contracts
---------------------------------
Date    Jan. 10, 2002
---------------------------------