EXHIBIT 10.21
                            Richter Investment Corp.

                                                                November 6, 1999

Mr. Alan Cohn
President
Avesis Incorporated
10324 S. Dolfield Road
Owings Mills, MD  21117

Dear Alan:

     Richter Investment Corp.  ("Richter") is pleased to submit this proposal to
serve as exclusive  financial advisor for Avesis  Incorporated  ("Avesis" or the
"Company"). In this capacity,  Richter will assist the Company in: (i) exploring
potential financing sources including, but not limited to, private placements of
equity  and/or debt  securities;  (ii)  identifying,  reviewing  and  evaluating
prospective  merger & acquisition  opportunities;  (iii)  interfacing with other
financial  consultants  and  advisors  which the Company may retain from time to
time; and (iv) performing all other investment banking services that the company
may request;  provided,  however,  that neither Richter nor any of its personnel
will  engage  in  business  as a broker or a dealer  to  effect  any  securities
transactions with or for the Company or any other person.

FINANCING SERVICES

     For its role as  financial  advisor in seeking  financing  for the company,
Avesis  agrees to pay Richter an advisory  fee equal to one percent  (1%) of any
amounts being sought regardless of whether or not such sums are ever received by
the Company. All fees will be payable upon engagement.

MERGER & ACQUISITION SERVICES

     As the Company's  advisor in potential  merger & acquisition  transactions,
Richter will assist Avesis in identifying and gathering information on potential
opportunities,  in reviewing all potential  acquisitions,  joint  ventures,  new
ventures, strategic investments, etc. developed or considered by management, and
in  analyzing,   structuring,   negotiating  and  effecting   selected  business
combinations.  In such  transactions,  Avesis may  function as seller,  buyer or
participant  and Richter's fee structure  will depend on the role of the Company
in the transaction.

     SELL SIDE TRANSACTIONS - if all or a controlling interest in the Company is
     acquired,  Avesis  agrees to pay Richter a cash fee upon the closing of the
     transaction  in an  amount  equal to two  percent  (2%) of the value of the
     transaction.

     BUY SIDE  TRANSACTIONS  - if the  Company  is the  acquirer  in a  business
     combination,  Avesis  agrees to pay  Richter a cash fee upon the closing of
     the transaction in an amount equal to three percent (3%) of the transaction
     value up to $10 million  plus two  percent  (2%) of the amount by which the
     transaction  value exceeds $10 million.  Notwithstanding  the  above-stated
     percentages,  Richter's  minimum fee for completing a buy-side  transaction
     for the Company will be $100,000.
<PAGE>
Mr. Alan Cohn
November 6, 1999
Page 2 of 4

     Richter's  role in  sell-side  or  buy-side  transactions  will  be  purely
     advisory.  Richter will assist in structuring and negotiating transactions,
     but it will not solicit  participation or otherwise act in any manner which
     might require it to be a securities broker or dealer.

     PARTICIPANT  TRANSACTIONS  - if the Company  enters into a joint venture or
     similar arrangement with another entity, Avesis agrees to pay Richter a fee
     equal  to  five  percent  (5%) of the  value  of all  consideration  net of
     expenses  received or earned by Avesis from such  venture  during the first
     five years of its  existence.  Payments to Richter will be due upon receipt
     of  consideration  by  Avesis  and  may be made  in the  same  form as such
     consideration  is  received  by  Avesis or in cash at  equivalent  value as
     determined  in good faith by Avesis and  Richter.  If Avesis  receives  its
     consideration  in the form of  participation  in revenues or profits,  such
     consideration  shall be deemed  received  by Avesis  upon  receipt by it of
     audited  results  on an  annual  basis.  Notwithstanding  the  above-stated
     percentage,  Richter's  minimum  fee per  participant  transaction  will be
     $25,000  payable  over five  years,  and its  maximum  fee per  participant
     transaction  will be $600,000  payable as outlined  above until the maximum
     has been paid.

     Richter's role in participant transactions will be purely advisory. Richter
     will assist in structuring  and negotiating  transactions,  but it will not
     act as a  broker  in any  transaction  involving  the  purchase  or sale of
     securities.

     For purposes of this letter,  the term "transaction  value" means an amount
equal  to cash  consideration  paid,  the  aggregate  fair  market  value of any
securities (including Notes or other forms of indebtedness) issued in connection
with the  business  combination  plus the  stated  value of any  liabilities  or
indebtedness  assumed  by the  acquirer.  The  fair  market  value  of any  such
securities  will be the value  determined by Avesis and Richter upon the closing
of the transaction.  If publicly traded shares of an acquiring  company are part
of the consideration,  they shall be valued at their market price on the date of
closing  without  regard  to  restrictions  as  to  immediate  salability.  Debt
securities  issued shall be valued at face unless the buyer and seller  mutually
agree that an original issue discount is applicable, in which case they shall be
valued as stipulated in the definitive  purchase  agreement.  To the extent that
any portion of the  transaction  value is not known at the time of closing  (for
example,  because it is contingent upon future  performance of Avesis or another
entity), the portion of the transaction fee, if any, payable for such portion of
the transaction value will be payable in cash only when such payments are made.

     Avesis  may enter into more than one type of  transaction  at a time with a
single  entity,  in  which  case  each  such  transaction  shall  result  in  an
appropriate fee as indicated above.

OTHER INVESTMENT BANKING SERVICES

     To the extent that Avesis  should wish to use Richter for other  investment
banking  activities,  Richter and Avesis will negotiate mutually acceptable fees
for such services.

EXPENSES

     Avesis  will  promptly  reimburse  Richter for its  out-of-pocket  expenses
incurred in connection with this engagement upon invoicing from Richter together
with appropriate documentation and receipts.
<PAGE>
Mr. Alan Cohn
November 6, 1999
Page 3 of 4

INDEMNIFICATION

         Subject  to the  procedures  set  forth in the next  paragraph,  Avesis
agrees to indemnify  Richter,  its  affiliates and their  respective  directors,
officers, employees, agents and controlling persons ("Indemnified Parties") from
and  against  any and all  losses,  claims,  damages  or  liabilities,  joint or
several, to which such Indemnified Party may become subject under any applicable
federal  or  state  law,  or  otherwise,  related  to or  arising  out  of  this
Engagement,  and will  reimburse  any  Indemnified  Party  periodically  for all
reasonable expenses (including reasonable counsel fees and expenses) as they are
incurred in connection with the investigation of,  preparation for or defense of
any pending or threatened claim or any action or proceeding  arising  therefrom.
The indemnification  agreement contained in this paragraph,  however,  shall not
extend to any loss, claim,  damage,  expense,  liability,  or action or right to
reimbursement if and to the extent that a court shall ultimately  determine that
any  such  loss,  claim,  damage,  expense,  liability  or  action  or  right to
reimbursement arose by reason of an act or omission to act on Richter's part (a)
by reason of gross  negligence on Richter's part or (b) as the result of willful
misconduct  by  Richter.  In the event of a failure or defect in the  ability of
Avesis to provide  indemnification  to  Richter,  it is agreed  that  Avesis and
Richter will contribute to the cost of discharging any obligation arising out of
this engagement in proportion to their relative benefit from this engagement.

         If an  indemnified  Party  receives a complaint,  claim or other notice
from any third party of any loss,  claim or damage,  liability or action  giving
rise  to  a  claim   for   indemnification   hereunder,   the   party   claiming
indemnification  hereunder  shall  promptly  notify  Avesis  of such  complaint,
notice,  claim or action,  and Avesis  shall have the right to  investigate  and
defend any such loss, claim, damage,  liability or action. The indemnified Party
shall  cooperate  in any defense  upon the request and at the expense of Avesis,
and shall have the right to employ  separate  counsel subject to the approval of
Avesis (which  approval shall not be  unreasonably  withheld) in any such action
and to  participate  in the defense  thereof,  but the fees and expenses of such
counsel  shall not be at the  expense  of Avesis if Avesis  has then  undertaken
defense of such action  with  competent  counsel  reasonably  acceptable  to the
Indemnified  Party;  provided  that  separate  counsel  may be  retained  by the
Indemnified Party at the expense of Avesis if a conflict of interest would exist
for counsel simultaneously representing Avesis and the Indemnified Party. Except
as  provided  in the  last  sentence  of this  paragraph,  Avesis  shall  not be
obligated  to  indemnify  any person for any  settlement  of any claim or action
effected without Avesis's consent. If Avesis fails to defend within a reasonable
time  after  notice,  the  Indemnified  Party  shall  have the right but not the
obligation to undertake  the defense of and to compromise or settle  (exercising
reasonable  business  judgment)  the claim or other  matter on  behalf,  for the
account and at the risk of Avesis.

TERMINATION

         Avesis may terminate its obligations  under this engagement at any time
upon ninety (90) days written  notice of the  Company's  desire to terminate and
the payment of any fees payable to Richter  together  with payment for Richter's
out-of-pocket expenses up to that date. However, if during the period Richter is
retained  by Avesis  or within  two years  thereafter,  (a) a  financing,  joint
venture or business  combination is  consummated  with an entity (i) as to which
Richter advised Avesis or (ii) with which Avesis or Richter,  with the Company's
approval,  had substantive  discussions regarding a financing,  joint venture or
business combination,  or (b) Avesis enters into a definitive agreement with any
such entity which subsequently results in a financing, joint venture or business
combination,  Avesis agrees to pay Richter an advisory fee in an amount equal to
the fees outlined above, payable in cash upon the closing of such transaction.

GOVERNING LAW

     In the event of any legal  dispute  between  Avesis and  Richter  under the
terms of this agreement, the governing law shall be the laws of the State of New
York.
<PAGE>
Mr. Alan Cohn
November 6, 1999
Page 4 of 4

     If the foregoing correctly sets forth the understanding  between Avesis and
Richter,  please so indicate by an authorized  signature  below,  whereupon this
letter shall constitute a binding agreement between us.

                                        Sincerely,

                                        /s/ William L. Richter

                                        William L. Richter


Accepted and agreed to this 10th day of March, 2000
                            ----        -----
By: /s/ Alan S. Cohn
    ----------------------------
    Alan Cohn
    President
    Avesis Incorporated