JOINT VENTURE AGREEMENT
                             -----------------------


     THIS JOINT VENTURE AGREEMENT (the"Agreement") is made and entered into as
of the 1st day of January 2003, by and between Cobalt Corporation a Wisconsin
Chapter 180 business corporation ("Cobalt"), Valley Health Plan, Inc., a
Wisconsin Chapter 611 insurance corporation ("VHP"), and Luther Hospital, Mayo
Health System, a Wisconsin Chapter 181 nonprofit corporation, Midelfort Clinic,
Ltd., Mayo Health System, a Wisconsin Chapter 181 nonprofit corporation,
hereafter collectively referred to as Luther Midelfort ("L/M").

                                    PREAMBLE
                                    --------

     WHEREAS, the parties wish to coordinate the design and marketing of various
managed care insurance products which utilize a provider network, including,
without limitation, Point of Service ("POS") and Health Maintenance Organization
("HMO") products and programs;

     WHEREAS, L/M shall participate in the offering of these products by serving
as the primary provider and by assisting in the design and marketing of the
products;

     NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

                              1. SCOPE OF AGREEMENT
                              ---------------------

1.1  Cobalt shall be defined herein to include all of its respective
     subsidiaries and affiliates. L/M shall be defined herein to include those
     subsidiaries and affiliates listed in Attachment B.

1.2  The relationships between and among the parties are that of independent
     contractors working together in a cooperative arrangement. It is not the
     intent of the parties to create, nor should this Agreement be construed to
     create, a partnership or an employment relationship between or among the
     parties.

1.3  This Agreement shall not create any agency relationship between or among
     the parties other than those specifically enumerated. This Agreement
     creates no fiduciary relationship between or among any of the parties.

                                   2. PRODUCTS
                                   -----------

2.1  The parties will design and market various insured and self-insured managed
     care products that utilize a provider network, including POS and HMO
     products. Hereafter, these products may be collectively referred to as
     "Products."

2.2  The term "HMO" as used in this Agreement shall be defined as a product that
     utilizes a primary care physician or clinic and requires the use of a
     network provider to receive benefits. The term "POS" as used in this
     Agreement shall be defined as a product which


<PAGE>

     utilizes a primary care physician or clinic, but allows the utilization of
     non-network providers at a lower level of benefits.

2.3  POS products offered by VHP shall contain at least a twenty (20) percent
     differential between the benefit levels provided when utilizing an
     in-network provider and benefits provided when utilizing an out-of-network
     provider.

                               3. GOVERNING BOARD
                               ------------------

3.1  The cooperative arrangement contemplated by this Agreement shall be
     directed through a Governing Board consisting of representatives from L/M
     and Cobalt. Cobalt and L/M shall each select four members of the Governing
     Board. The Governing Board shall provide review and direction on the major
     functions of VHP, such as, but not limited to, the business plan, the
     annual operating plan, marketing, public relations, underwriting,
     operations performance, provider contracting, and member satisfaction. A
     majority of the Governing Board must approve the annual business plan,
     National Committee on Quality Assurance ("NCQA') related programs, major
     marketing campaigns, and changes to the VHP provider network as set forth
     in Section 3.3. In the event a majority cannot be reached, the contemplated
     action before the Governing Board shall not take place. Employees, officers
     or Directors of L/M, Cobalt, or VHP serving on the Governing Board and/or
     committees established by the Governing Board shall not be entitled to
     compensation for such service.

3.2  The Governing Board shall establish three committees: 1) an Executive and
     Finance Committee, 2) a Marketing Committee, and 3) a Quality Committee.

     (a)  The Executive and Finance Committee shall be comprised of one (1) L/M
          Governing Board Representative, one (1) Cobalt Governing Board
          Representative, the Director of Valley Health Plan, and any other
          persons appointed by L/M or Cobalt. The Executive and Finance
          Committee shall be responsible for reviewing, reporting and making
          recommendations to the Governing Board regarding VHP matters in such
          areas as periodic financial reports, regulatory filings, external and
          internal audits, annual operating plan, medical management programs,
          tactical business plans, Marketing Committee recommendations and
          Quality Committee recommendations.

     (b)  The Marketing Committee shall be comprised of the Director of VHP, the
          VHP Sales Director, and two (2) L/M appointees. The Marketing
          Committee shall be responsible for reviewing, reporting and making
          recommendations to the Executive and Finance Committee on marketing
          related matters in such areas as: new product development, service
          areas, advertising and promotion, sales activities (e.g., quotes,
          sales, cancellations, etc.), market and product trends and product
          performance.

     (c)  The Quality Committee shall be comprised of the VHP Medical Director,
          the Director of VHP, and other persons appointed by either L/M or
          Cobalt. The Quality Committee shall be responsible for reviewing,
          reporting and making recommendations to the

                                       2
<PAGE>

          Executive and Finance Committee on matters related to VHP's medical
          management, quality, and continuous improvement functions such as:
          medical management programs and policies, medical management reporting
          capabilities, continuous quality improvement initiatives, NCQA
          accreditation, regulatory filings, member satisfaction, member
          grievances, and pharmacy related initiatives.

3.3  Any additions or deletions to the VHP provider network in the counties of
     Eau Claire, Chippewa, Barron, and Dunn shall require approval by the
     majority of the Governing Board members. Approval shall be based upon
     appointment availability, geographic access, and cost of services. VHP may
     expand its provider network and utilize non-L/M providers in all other
     counties without approval of the Governing Board. Decisions regarding
     provider network additions or deletions in these other counties shall also
     be based upon appointment availability, geographic access, and cost of
     services.

                               4. NON-EXCLUSIVITY
                               ------------------

     During the Term of this Agreement (as defined in Article 8.1 herein) or any
     subsequent term(s), unless otherwise agreed by the Governing Board, (i) L/M
     shall be allowed to contract with entities not affiliated with Cobalt in
     order to participate as a network provider in any HMO or POS products
     offered by other entities, (ii) any Cobalt subsidiary, with the exception
     of VHP, shall be allowed to introduce new HMO or POS plans in any county
     utilizing any provider network it so chooses.

                                 5. BEST PRICE
                                 -------------

     L/M agrees to offer its Best Price to VHP for all services, and/or
     supplies, including but not limited to pharmaceuticals, provided to VHP
     members enrolled in HMO, POS, or Medicare Supplement plans. Both parties
     acknowledge that Osseo, Bloomer and Barron Hospitals currently offer a
     lower price to other payors and that these current hospital contracts do
     not constitute a breach of this Agreement. As used herein, "Best Price"
     means a price that is equal to or lower than the price L/M accepts and/or
     contracts for from any other non-governmental payor with respect to HMO
     and/or POS Products. In the event L/M offers a price to any other payor
     that is less than the Best Price offered to VHP for like services, the
     lower price will also be extended to VHP and immediately and automatically
     become the new Best Price. In the event there is a time period in which L/M
     offers a lower price to another non-governmental payor, L/M shall reimburse
     VHP for the difference between the new Best Price and the price paid by VHP
     to L/M during that same time period. Reimbursement shall be due within
     thirty days of notice by either party of the existence of the new Best
     Price. In the event reimbursement is not received within thirty (30) days,
     VHP shall be entitled to offset amounts due VHP under this section against
     payments due L/M pursuant to Attachment A, Exhibit 1.

     The parties to this Agreement acknowledge and agree that the provisions of
     this Article are binding on all subsidiaries and affiliates of L/M as
     identified in Attachment B.

                                       3
<PAGE>

                            6. NETWORK PROVIDER TERMS
                            -------------------------

     All terms relating to Provider reimbursement are set forth in Attachment A
     and its respective Exhibits, attached hereto and made a part of this
     Agreement.

                             7. OPTION TO REPURCHASE
                             -----------------------

7.1  The parties entered into a Purchase and Sale Agreement dated July 1, 1992
     through which United Wisconsin Services, Inc. (now known as Cobalt)
     purchased one hundred percent of the outstanding shares of Midelfort Health
     Plan (now known as VHP) from Midelfort Clinic (now known as L/M). L/M
     retained an option to repurchase through the Purchase and Sale Agreement
     and subsequent amendments. The parties agree to grant L/M an option to
     repurchase VHP, subject to the terms set forth in this section of the
     Agreement.

7.2  L/M shall have the option to repurchase one hundred (100) percent of the
     outstanding shares VHP stock at the end of the Term of the Joint Venture
     Agreement, or upon termination of the Agreement, whichever occurs earlier.

7.3  The purchase price for exercising said option shall be an amount equal to
     four hundred thousand dollars ($400,000) plus one hundred (100) percent of
     the net equity of VHP as of the date of repurchase. The net equity shall be
     determined by applying generally accepted accounting principles.

7.4  L/M shall exercise its option to repurchase by giving written notice to the
     CEO of Cobalt at least one hundred twenty (120) days, but no more than one
     hundred thirty days (130) in advance of the effective date (the "Exercise
     Date"). The repurchase shall be effective on January 1, 2006, or the date
     of termination of the Agreement, whichever occurs earlier (the "Repurchase
     Date").

7.5  In the event that L/M exercises its option to repurchase, Cobalt shall,
     within forty-five (45) business days after the end of the month in which
     the Exercise Date occurs, provide L/M; with the following: (i) statement of
     all assets held by VHP and all liabilities of VHP as of the end of the
     month in which the Exercise Date occurs and (ii) balance sheet and
     statements of income and expenditures for VHP as of the end of the month in
     which the Exercise Date occurs.

7.6  From the Exercise Date until the closing date of such repurchase (the
     "Interim Period"), Cobalt shall not, in connection with VHP, without the
     prior written consent of L/M, (a) enter into any contract or commitment
     with respect to VHP extending beyond the closing date, other than the sales
     or purchases made in the ordinary course of its business; (b) waive any
     rights of any substantial value or sell, assign, or transfer any of its
     assets of VHP other than in the ordinary course of business; (c) incur any
     obligation or liabilities (absolute or contingent) other than current
     liabilities incurred and obligations under contracts entered into in the
     ordinary course of business; (d) encumber any assets, tangible or
     intangible, other than the lien of current property taxes not due and
     payable; (e) sell, assign or transfer any of

                                       4
<PAGE>

     the assets of VHP or cancel any debts or claims; (f) increase the salaries
     or fringe benefits made available to employees of VHP, institute any bonus,
     benefit, profit sharing, stock options, pension, retirement plan, or
     similar arrangements for the benefit of the employees of VHP, or make any
     changes in any such plans or arrangements presently existing; or (g) enter
     into any other transactions or series of transactions other than in the
     ordinary course of business.

7.7  Cobalt shall, within ninety (90) days after the Repurchase Date, provide
     L/M. with the following: (i) statement of all assets held by VHP and all
     liabilities of VHP as of the Repurchase Date; and (ii) balance sheet and
     statements of income and expenditures for VHP as of the current calendar
     year and Repurchase Date.

7.8  Cobalt represents and warrants that the financial statements provided to
     L/M in accordance with Articles 7.5 and 7.7 hereof (i) will be in
     accordance with the books and records of VHP and be complete and accurate
     in all material respects; (ii) will present fairly and accurately in all
     material respects the financial condition of VHP as of the dates of the
     balance sheets; (iii) present or will present fairly and accurately in all
     material respects the results of operations of VHP for the periods covered
     by such statements, and (iv) have been or will be prepared in all material
     respects on a basis consistent with the preparations of VHP's prior years'
     financial statements.

7.9  Cobalt shall not liquidate, merge or take other actions with respect to VHP
     that would prevent L/M from exercising its option to repurchase.

                             8. TERM AND TERMINATION
                             -----------------------

8.1  The Term of the Agreement shall be for three years, commencing on January
     1, 2003 and continuing in effect through December 31, 2005. This Agreement
     may be renewed for an additional three year term or terms, commencing on
     January 1, 2006, by mutual written agreement of the parties; otherwise the
     Agreement shall automatically renew for one year terms unless written
     notice of termination is given at least one hundred twenty (120) days prior
     to the end of the then current term. This Agreement may be terminated at
     the end of the Term if proper notice is given.

8.2  Notwithstanding the above, if, in accordance with Article 7, L/M exercises
     its right to repurchase all outstanding shares of VHP stock from Cobalt at
     the end of the term of this Joint Venture Agreement, or its termination,
     whichever is earlier, this Agreement shall terminate unless the parties
     mutually agree otherwise in writing. Additionally, in the event that a
     party substantially breaches any material term or condition of this
     Agreement, notice of the specific breach shall be given to the breaching
     party. The breaching party shall have sixty (60) days to cure such breach.
     In the event the breaching party fails to cure said breach, the
     non-breaching party shall have the right to terminate this Agreement on
     thirty (30) days prior written notice.


                                       5
<PAGE>

                                9. MISCELLANEOUS
                                ----------------

9.1  The parties agree to utilize their best efforts in carrying out their
     respective duties and obligations under this Agreement to ensure that the
     purposes of this undertaking are accomplished.

9.2  This Agreement supersedes all prior agreements, proposals, offers or
     letters of intent, including the prior joint venture agreements, relating
     to the subject matter hereof. Any amendment to this Agreement must be in
     writing, executed by, and delivered to, each of the parties.

9.3  In the event that a court, regulator, or administrative judge of competent
     jurisdiction declares any provision of this Agreement to be invalid or
     unenforceable, such declaration shall have no effect on the validity or
     enforceability of the remainder of this Agreement; provided, however, that
     the basic purposes of this Agreement may be achieved through the remaining
     valid provisions.

9.4  Failure by any party to insist upon compliance with any term or provision
     of this Agreement at any time or under any set of circumstances will not
     operate to waive or modify that provision or render it unenforceable at any
     other time.

9.5  This Agreement shall be construed according to the laws of the State of
     Wisconsin.

9.6  All notices required or permitted by this Agreement shall be sent to the
     following addresses, or to such other persons or locations indicated in
     writing by the parties:

     Cobalt:
     Stephen E. Bablitch, CEO
     401 West Michigan Street
     Milwaukee, WI 53203

     VHP:
     Terry R. Bolz, President
     Valley Health Plan, Inc.
     2270 EastRidge Center
     Eau Claire, WI  54701

     L/M:
     Randall Linton, M.D., CEO
     Luther-Midelfort, Mayo Health System
     1400 Bellinger Street
     P. O. Box 1510 Eau Claire, WI 54702

9.7  No party may assign its rights or delegate its duties under this Agreement
     without the prior

                                       6
<PAGE>

     written consent of the other parties. Such approved assignment or
     delegation shall inure to the benefit of the parties, their successors, and
     their permitted assigns or delegates.

9.8  Each signatory hereto represents and warrants that his/her execution of
     this Agreement on behalf of his/her respective party has been duly
     authorized and approved by the parties' Board of Directors and/or
     shareholders (if legally required).

9.9  The parties to this Agreement recognize and acknowledge the proprietary
     nature of information and materials made available and disclosed by the
     parties in performance of this Agreement. By this Agreement, both parties
     expressly represent, warrant, covenant and agree not to disclose to any
     other person, entity or party, which is not an affiliate or subsidiary, any
     of the proprietary information provided, disclosed or made available to
     either party pertaining to the operations and business of either party,
     including, without limitation, the compensation rates set forth in this
     Agreement or any Attachments hereto, and any other terms of this Agreement,
     without the prior written consent of the other party. Notwithstanding the
     foregoing and irrespective of benefit coverage, L/M shall not be prohibited
     from or penalized for engaging in provider-patient communications related
     to treatment alternatives, coverage appeal decisions, reimbursement
     incentives or other communications necessary to maintain the
     provider-patient relationship. This Article shall survive the termination
     or expiration of this Agreement.


     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective representatives.

COBALT CORPORATION

By: /s/Michael E. Bernstein
    ---------------------------------

Title: President
       ------------------------------

Date: 1/7/03
      -------------------------------

VALLEY HEALTH PLAN, INC.

By: /s/Terry Bolz
    ---------------------------------

Title: President
       ------------------------------

Date: 12/24/02
      -------------------------------

                                       7
<PAGE>

MIDELFORT CLINIC, LTD., MAYO
HEALTH SYSTEM

By: /s/Joel T. Rueber
   ----------------------------------

Title: Vice President
       ------------------------------

Date: 12/23/02
      -------------------------------


LUTHER HOSPITAL, MAYO
HEALTH SYSTEM

By: /s/Joel T. Rueber
    ---------------------------------

Title: Vice President
       ------------------------------

Date: 12/23/02
      -------------------------------


                                       8
<PAGE>

                                  ATTACHMENT A
                                     to the
                             JOINT VENTURE AGREEMENT
                                     between
                               Cobalt, VHP and L/M


DEFINITIONS
-----------


The following terms, when used in this Attachment and any Exhibits hereto, are
defined as follows.

"Clinic" means Midelfort Clinic, Ltd. Mayo Health Systems, including all
satellite locations.

"Coding Edits" means a comprehensive claim auditing application utilized by VHP
that verifies relationships among billed procedure codes and adjudicates claims
according to the auditing application.

"Covered Services" means those services rendered by Clinic, Hospital, or
Physician to a Member which are eligible for reimbursement under the Program.
Covered Services does not include chiropractic services.

"Hospital" means Luther, Barron, Bloomer and Osseo Hospitals.

"Inpatient Services" means those medical and ancillary Covered Services
requiring the admission of a Member to Hospital as a bed patient.

"Medically Necessary" means that the services or supplies provided to a Member
are required to diagnose or treat a Member's illness or injury. The
determination of whether a service or supply is Medically Necessary will be made
by VHP based on the findings of a medical review process and generally accepted
medical practice. The service or supply must be:
     1.   consistent with and appropriate for the diagnosis or treatment of the
          Member's symptoms, illness or injury;
     2.   of proven value or usefulness, likely to yield additional information,
          and not redundant when performed with other procedures;
     3.   not primarily for the convenience of a Member, the Member's family or
          a Provider; and
     4.   the most appropriate and cost effective level of service that can
          safely be provided to a Member. When applied to inpatient Services, it
          means that the Member's symptoms or condition are such that services
          cannot be safely provided to a Member as an outpatient.

          The fact that any provider has prescribed, ordered, recommended or
          approved a treatment, service or supply does not in itself make it
          eligible for payment.

                                       9
<PAGE>

"Network Provider" means a hospital, physician, or other health care provider
selected by VHP to participate in the Program.

"Outpatient Services" means those Covered Services rendered at Hospital that are
not Inpatient Services.

"Member" means a person entitled to health care benefits under the Program,
including but not limited to, a person entitled to receive Covered Services
under the State of Wisconsin Medicaid (MA)/Badgercare HMO Program or a person
enrolled in Medicare who has supplemental wrap-around coverage under a VHP
policy.

"Physician(s)" means an individual (or individuals) duly licensed to practice
medicine in the State of Wisconsin, employed by or contractually affiliated with
Clinic.

"Primary Care Clinic" means a Network Provider clinic which specializes in
family practice, general practice, general pediatrics, general internal
medicine, geriatric or adolescent medicine.

"Program" means managed care programs offered and sold by VHP.

                                       10
<PAGE>

                          I. CLINIC'S RESPONSIBILITIES
                          ----------------------------

A.   The medical care services required of Clinic by this Agreement shall be
     performed by Clinic, Hospitals, and/or Physicians. Clinic warrants and
     assures it has the express authority to contractually bind Hospital and
     Physicians to the terms and conditions expressed herein, and that it acts
     as Hospitals' and Physicians' agent in the execution of this Agreement.
     Clinic certifies that Hospitals and Physicians hold all licenses and/or
     certifications issued by the State of Wisconsin, or any other state(s)
     law(s), as necessary to perform the medical services to be provided
     Members.

B.   Clinic shall notify VHP of the Physicians employed by or contractually
     affiliated with Clinic, including thirty (30) days advance notification of
     any additions or deletions. In cases of shorter termination by Clinic or
     shorter notice of termination by Physician, Clinic will give notice to VHP
     as soon as reasonably possible.

C.   In accordance with Section II. C. herein, Clinic shall provide VHP with
     sixty (60) days prior written notice (or as soon as reasonably possible if
     Physician is unable to provide sixty (60) days prior written notice) of
     those Physicians who will not be accepting additional patients. A Physician
     not so listed shall be required to render services in accordance with the
     terms of this Agreement to the Members who select or are assigned to that
     Physician. VHP may denote in its marketing and advertising materials that
     Physicians have been identified by Clinic as not accepting additional
     patients.

D.   Clinic as an organization will, at its own cost and expense, procure and
     maintain policies of liability insurance, including medical malpractice
     insurance, as required by the laws of the State of Wisconsin, and any other
     state(s) law(s) as necessary to fulfill Clinic's, responsibilities under
     this Agreement, and upon request shall furnish to VHP evidence of such
     insurance coverage. Clinic shall, in writing and within ten (10) business
     days, notify VHP of any restrictions, changes, cancellations or
     terminations of any of the insurance described in this Article.

E.   Clinic specifically acknowledges that Clinic, Hospital and Physicians are
     solely responsible for all Clinical decisions regarding admission,
     treatment, and/or discharge of Members under Clinic's, Hospitals' or
     Physicians' care, notwithstanding receipt by Clinic, Hospital or Physician
     of any denial, authorization, or recommendation issued by VHP pursuant to
     its Utilization Management and Quality Improvement programs.

F.   Subject to the terms of this Agreement, Clinic shall provide Covered
     Services to Members in the same manner and in accordance with the same
     standards as services are provided to Clinic's other patients.

                                       11
<PAGE>

G.   Clinic, if considered an individual practice association ("IPA") under
     Wisconsin law, shall submit to the Office of the Commissioner of Insurance,
     Bureau of Financial Examinations, P.O. Box 7873, Madison, WI 53707-7873, an
     annual audited financial report within 180 days after the end of the IPA's
     fiscal year. Such financial report shall be prepared on an accrual basis in
     accordance with generally accepted accounting practices. The financial
     report shall include: a report of an independent certified public
     accountant; balance sheet; statement of gain or loss from operations;
     statement of changes in financial position; statement of changes in net
     worth; notes needed for fair presentation and disclosure; and supplemental
     data and information which the commissioner may from time to time require.
     Failure of the IPA to submit such report to the Office of the Commissioner
     of Insurance in a timely manner shall be deemed a material breach of this
     Agreement and may result in its non-renewal.

H.   Clinic agrees to maintain, to the extent reasonably feasible, in accordance
     with generally accepted accounting principles such financial and accounting
     information relating to those aspects of the Clinic's operations which
     pertain to VHP and its Members as shall be reasonably necessary for the
     administration of the VHP program. On reasonable notice and at all
     reasonable times, VHP may examine such information and the sources of such
     information.

I.   Clinic shall, in accordance with Wis. Admin. Code ss. 18.03(2)(c), provide
     VHP with copies of records and respond to specific questions for review of
     quality issues and/or Member grievances within thirty (30) days.

J.   Clinic shall abide by all applicable provisions of VHP's agreement with the
     State of Wisconsin, Medicaid/Badgercare HMO contract, including but not
     limited to, those provisions outlined in Exhibit 2, attached hereto and
     made a part of this Agreement.

K.   For any applicable Program, Members shall designate a Primary Care Clinic.
     Clinic acknowledges that Members who are members of the same family unit
     need not select the same Primary Care Clinic. Clinic further acknowledges
     that a Member may elect to change, or VHP may change, the Member's Primary
     Care Clinic.

L.   Clinic agrees to cooperate with VHP rules and regulations, including Member
     rights and responsibilities standards and referral rules, as they are
     established and amended from time to time. Copies of the relevant rules and
     regulations are available for review by Clinic during VHP's normal business
     hours at its main administrative office. If Clinic violates said rules or
     regulations or the provisions of this Agreement, Clinic shall be in breach
     of this Agreement.


                                       12
<PAGE>

                        II. PHYSICIAN'S RESPONSIBILITIES
                        --------------------------------

All obligations created hereunder are agreed to by Clinic on behalf of
Physicians. Clinic shall, in its agreements with Physicians, require that
Physicians comply with the following terms.

A.   Physician shall serve on the active medical staff of one or more Hospitals
     and shall at all times maintain good standing among their professional
     peers. Physician shall, in writing and within ten (10) business days,
     notify VHP of any change in status regarding medical staff privileges or
     other certifications.

B.   Physician shall carry medical malpractice insurance as required by the laws
     of the State of Wisconsin, or any other state(s) law(s) as necessary to
     fulfill Physician's responsibilities under this Agreement. Insurance
     described in this Article must provide coverage to Physician, and
     Physician's staff, agents and employees, as appropriate. Evidence of all
     such insurance shall be provided to VHP upon request. Physician shall in
     writing and within ten (10) business days, notify VHP of any restrictions,
     changes, cancellations or terminations of any of the insurance described in
     this Article.

C.   Subject to the terms of this Agreement, Physician shall provide Covered
     Services to Members in the same manner and in accordance with the same
     standards as medical services are provided to Physician's other patients.
     Physician shall:
     1.   within the first year of this Agreement, accept as his or her patients
          all eligible Members unless the Physician's practice has already been
          closed in the previous contract period;
     2.   following the first year of this Agreement, to the extent he or she
          accepts new patients, accept new Member patients; and
     3.   provide VHP with sixty (60) days prior written notice (or as soon as
          reasonably possible if Physician is unable to provide sixty (60) days
          prior written notice) if Physician will not be accepting additional
          patients, and documentation in support of Physician's claims that he
          or she is not realistically capable of accepting additional patients.

     VHP may denote in its marketing and advertising materials which Physicians
     have been identified as not accepting additional patients.

D.   For all applicable Programs, Physician specifically acknowledges that all
     hospital admissions are subject to the Quality Improvement and Utilization
     Management programs described herein, and shall admit or arrange for the
     admission of Members only to Hospital, unless:
     1.   the admitted Member, or an authorized relative on the Member's behalf,
          requests admission to a non-Network hospital;
     2.   due to an emergency, it is not possible without compromising the
          Member's health to admit the Member to Hospital; or
     3.   VHP gives prior written approval for the admission to a non-Network
          hospital.

                                       13
<PAGE>

E.   Physician agrees to refer Members to other providers when he or she is
     incapable of providing specialized Medically Necessary services or when
     medically appropriate, and then only to other Network Physicians, unless:
     1.   due to an emergency, it is necessary that the Member be attended by a
          non-Network Physician; or
     2.   VHP gives prior written approval for a referral to a non-Network
          Physician.

F.   Physician shall render Covered Services to Members in the most
     cost-efficient manner consistent with sound medical practice. Where it is
     possible without compromising the Member's health care, Physician shall
     adopt the following procedures, provided the alternative to such a
     procedure would be more costly:
     1.   prescribe drugs generically;
     2.   avoid admitting Members to hospitals on weekends;
     3.   perform diagnostic procedures prior to admitting a Member to a
          hospital;
     4.   provide care on an outpatient basis; and
     5.   utilize home care and place Members in facilities or institutions
          other than hospitals during periods of convalescence.

G.   A Physician or other person who completes a claim on Physician's behalf
     shall attempt to ascertain from each Member whether primary health care
     coverage is available from a source other than the Program. In the event
     there is other primary coverage, Physician or other person who completes
     the claim on Physician's behalf shall indicate such other coverage when
     submitting a claim to VHP.

H.   Physician shall allow VHP to identify Physician as Network Provider
     physicians and, if appropriate, as primary care physicians or specialty
     care physicians, and to publicize in promotional materials Physician's
     name, address, telephone number, specialty (if appropriate), and other
     pertinent information. Should this Agreement terminate, Physician shall
     post a notice in his or her office to advise his or her patients who are
     Members that he or she is no longer a Network Provider until such time as
     Physician's name is deleted from VHP's promotional materials.

I.   Physician agrees that the referral of any Member to a non-Network physician
     shall require the prior written authorization of VHP. Physician agrees that
     prior written authorization is required from VHP for certain in-network
     services. Further, Physician agrees that prior written authorization from
     VHP is required for any out-of-network services. Pursuant to VHP's medical
     management guidelines, Physician agrees to assist Members in obtaining
     necessary authorizations.

J.   Not withstanding Sections II. E and I above, in no way will L/M be
     responsible for any costs of referral care, with or without an
     authorization from VHP.

K.   Physician shall, in accordance with Wis. Admin. Code ss. 18.03(2)(c),
     provide VHP with copies of records and respond to specific questions for
     review of quality issues and/or Member grievances within thirty (30) days.

                                       14
<PAGE>

L.   Physician shall abide by all applicable provisions of VHP's agreement with
     the State of Wisconsin, Medicaid/Badgercare HMO contract, including but not
     limited to, those provisions outlined in Exhibit 2, attached hereto and
     made a part of this Agreement.

M.   Physician agrees to cooperate with all VHP rules and regulations, including
     Member rights and responsibilities standards and referral rules, as they
     are established and amended from time to time. Copies of the relevant rules
     and regulations are available for review by Physician during VHP's normal
     business hours at its main administrative office. If Physician violates
     said rules or regulations or the provisions of this Agreement, Physician
     shall be in breach of this Agreement.

                        III. HOSPITAL'S RESPONSIBILITIES
                        --------------------------------

All obligations created hereunder are agreed to by Clinic on behalf of Hospital.
Clinic shall, in its agreement with Hospital, require that Hospital comply with
the following terms.

A.   Hospital shall carry medical malpractice insurance as required by the laws
     of the State of Wisconsin, or any other state(s) law(s) as necessary to
     fulfill Hospital's responsibilities under this Agreement. Insurance
     described in this Article must provide coverage to Hospital, and its staff,
     agents and employees, as appropriate. Evidence of all such insurance shall
     be provided to VHP upon request. Hospital shall in writing and within ten
     (10) days notify VHP of any restrictions, changes, cancellations or
     terminations of any of the insurance described in this Article.

B.   Except as provided in Section III. C. below, Hospital has and shall
     maintain in good standing all licenses, certifications, and other
     governmental approvals which by law are required for Hospital to perform
     its responsibilities pursuant to this Agreement. Hospital shall also
     maintain in good standing accreditation by the Joint Commission on
     Accreditation of Health Care Organizations ("JCAHO") or the American
     Osteopathic Association ("AOA"), whichever is applicable. Evidence of such
     licenses, certificates, and accreditation shall be made available to VHP
     upon request. Hospital shall, in writing and within ten (10) business days,
     notify VHP of any restrictions, changes, cancellations or terminations of
     any of the licenses, certificates, and accreditations described in this
     Article.

C.   If Hospital is not JCAHO and/or AOA accredited or certified, Hospital shall
     maintain an active quality assurance program. VHP shall monitor such
     program pursuant to Section VI. VHP shall also monitor Hospital in
     accordance with nationally recognized accrediting bodies including, but not
     limited to, the National Committee for Quality Assurance ("NCQA") standards
     that include, but are not limited to, the following: initial on-site review
     of Hospital and Hospital's policies and procedures prior to execution of
     this Agreement in order to evaluate Hospital's conformance with VHP
     standards for non-accredited Hospitals; confirmation that Hospital is in
     good standing with state and federal regulatory bodies, as well as
     confirmation of Hospital's continued good standing with same

                                       15
<PAGE>

     at least every three (3) years; and, if such review is requested by VHP,
     planned on-site review of Hospital's facility, policies and procedures.

D.   Subject to the terms of this Agreement, Hospital shall provide Covered
     Services to Members in the same manner and in accordance with the same
     standards as hospital services are provided to Hospital's other patients.

E.   Hospital shall take reasonable steps to ensure that all physicians, staff
     members, employees and other persons responsible for providing health care
     at Hospital comply with applicable laws and regulations, Hospital rules,
     and prevalent legal standards of care. Hospital shall, in writing and
     within ten (10) business days, notify VHP of any restrictions, changes, or
     terminations of Hospital privileges of any Physician.

F.   Where it is possible, without compromising the Member's health care,
     Hospital shall encourage physicians to adopt the following procedures,
     provided the alternative to such procedure would be more costly:
     1.   avoid admitting Members to Hospital on weekends;
     2.   perform diagnostic procedures prior to admitting a Member to Hospital;
          and
     3.   provide care on an outpatient basis.

     This Article shall not be construed to prohibit Hospital from performing
     the services mentioned herein during a Member's inpatient stay, provided
     the reason for the stay or length of stay is not based solely on the
     rendition of such services.

G.   Hospital, or any person who completes a claim on Hospital's behalf, shall
     attempt to ascertain from each Member whether primary health care coverage
     is available from a source other than the Program. In the event there is
     other primary coverage, Hospital, or the person who completes the claim on
     Hospital's behalf shall indicate such other coverage when submitting a
     claim to VHP.

H.   Hospital shall allow VHP to identify Hospital as a Network Provider
     hospital and to publicize in promotional materials Hospital's name,
     address, telephone number, and any other pertinent information.

I.   Hospital specifically acknowledges that Physicians working within Hospital
     are solely responsible for all clinical decisions regarding admission,
     treatment, and/or discharge of Members under Hospital's care,
     notwithstanding receipt by Hospital of any denial, authorization, or
     recommendation issued by VHP pursuant to its Utilization Management and
     Quality Improvement programs.

J.   Hospital shall, in accordance with Wis. Admin. Code ss. 18.03(2)(c),
     provide VHP with copies of records and respond to specific questions for
     review of quality issues and/or Member grievances within thirty (30) days.

                                       16
<PAGE>

K.   Hospital shall provide to VHP a current directory and its periodic updates,
     which identify those physicians having staff privileges at Hospital and the
     level of such privileges.

L.   Hospital shall abide by all applicable provisions of VHP's agreement with
     the State of Wisconsin, Medicaid/Badgercare HMO contract, including but not
     limited to, those provisions outlined in Exhibit 2, attached hereto and
     made a part of this Agreement.

M.   In accordance with VHP's quality improvement and utilization management
     policies and procedures, Hospital shall notify VHP of all Inpatient
     admissions within twenty-four (24) hours, regardless of whether it is a
     scheduled or emergency admission. For Inpatient admissions to Luther
     Hospital, L/M and VHP agree to establish a formal contract for utilization
     management including but not limited to current processes for pre-admission
     review and certification, admission and continued stay review, case
     management and retrospective review as outlined in Exhibit 3. If a formal
     contract is not executed by June 30, 2003, utilization management policy
     for admissions to Luther Hospital shall be governed by policy as determined
     by the Quality Committee in accordance with it responsibilities, as set
     forth in the Agreement.

N.   Hospital agrees to maintain, to the extent reasonably feasible, in
     accordance with generally accepted accounting principles such financial and
     accounting information relating to those aspects of the Hospital's
     operations which pertain to VHP and its Members as shall be reasonably
     necessary for the administration of the VHP program. On reasonable notice
     and at all reasonable times, VHP may examine such information and the
     sources of such information.

O.   Hospital agrees to cooperate with all VHP rules and regulations, including
     Member rights and responsibilities standards and referral rules, as they
     are established and amended from time to time. Copies of the relevant rules
     and regulations are available for review by Hospital during VHP's normal
     business hours at its main administrative office. If Hospital violates said
     rules or regulations or the provisions of this Agreement, Hospital shall be
     in breach of this Agreement.

                      IV. VHP'S RIGHTS AND RESPONSIBILITIES
                      -------------------------------------

A.   VHP shall identify Clinic, Hospital, and Physicians as Network Providers in
     promotional and informational materials which it distributes or publishes
     to Members residing or working within a reasonable geographical distance
     from Clinic's facility(ies). VHP shall not identify hospital-based
     Physicians (i.e., anesthesiologists, pathologists, radiologists and
     emergency room physicians) in promotional materials or provider
     directories.

B.   VHP shall encourage Members to seek Clinic's, Hospital's, and Physicians'
     services.


                                       17
<PAGE>

                                V. REIMBURSEMENT
                                ----------------

A.   VHP shall reimburse Clinic, Hospital, and/or Physicians for the rendition
     of Covered Services to Members in the amount and manner set forth in
     Exhibit 1, which is attached hereto and made a part hereof to this
     Agreement. The reimbursement set forth in Exhibit 1 shall be subject to the
     Best Price provisions outlined in Section 5 of this Agreement. Regardless
     of the reimbursement methodology identified in Exhibit 1, VHP shall have
     the exclusive right to use Coding Edits to determine the fee that
     corresponds to the appropriate coding guideline for reporting a particular
     procedure. VHP reserves the right to withhold payment for any claims
     submitted after twelve (12) months of the date of service. Clinic,
     Hospital, and Physicians shall submit claims electronically. VHP shall send
     remittance advices to Luther Hospital and Midelfort Clinic electronically.
     The electronic remittance files sent by VHP shall be in HIPAA-compliant 835
     format and acceptable for electronic posting. VHP shall make weekly
     payments and shall be subject to a penalty of $5,000 per week for every
     week of claims with dates of service January 1, 2003 and later that is not
     in a format acceptable for electronic posting to patient accounts.

B.   Clinic, Hospital, and Physicians shall accept payments as payment in full
     for Covered Services rendered to Members. Clinic, Hospital, and Physicians
     shall not be permitted to bill or collect payment from Members, except for:
     1.   services not covered by the Program; and
     2.   deductibles and co-payments, as provided for by the Program.

     Neither Clinic, Hospital, nor Physicians shall elect to be exempt from any
     state laws restricting recovery of charges for covered services from HMO
     Members.

C.   In the event an error in payment is made, VHP must submit a post-payment
     refund request to Clinic, Hospital, and/or Physicians to compensate for the
     error. In the event Clinic, Hospital and/or Physicians fail to submit
     requested payment to VHP within sixty (60) days, VHP shall adjust later
     payments to Clinic, Hospital and/or Physicians to compensate for the error,
     notwithstanding the fact that the subsequent payments might be unrelated to
     those services for which the erroneous payment was made. Luther Midelfort
     reserves the right to withhold payment for any refund requests submitted
     after twelve (12) months from the date of payment.

D.   In the event a Member has duplicate coverage and VHP is secondary to
     another non -government payor, VHP will allow up to the contracted amount
     VHP would have paid had VHP been primary. For services covered by a
     government payor when VHP is secondary to a government payor, VHP will
     allow up to the government payor's allowed amount. For services not covered
     by a government payor when VHP is secondary, VHP will apply the HMO
     reimbursement rate to covered services.

E.   VHP shall compensate Clinic, Hospital, and Physicians in a manner
     consistent with

                                       18
<PAGE>

     Wisconsin's Timely Payment of Claims Statute, Wis. Stat.ss.628.46, upon
     receipt of a valid claim for Covered Services rendered pursuant to this
     Agreement.

F.   This Agreement shall not apply to those professional Inpatient Services
     rendered by Physician during a Member's confinement in Hospital if the
     confinement commenced prior to the effective date of this Agreement.

G.   VHP shall reimburse Hospital in accordance with the terms and conditions of
     this Agreement for Inpatient Services rendered to a Member subsequent to
     the termination of this Agreement if the Member's hospital confinement
     commenced prior to such termination date.

H.   VHP assumes full financial responsibility for the reimbursement of L/M with
     respect to those Covered Services rendered to Members covered under an
     insured product. Should the Program be offered on a self-insured basis,
     reimbursement for Covered Services rendered to Members covered under a
     self-insured product shall be made from a fund established and supported by
     the group health plan of which the Member is enrolled. VHP shall accept no
     liability for the capacity of such fund to satisfy Provider's claims. It is
     understood that VHP's sole function relative to a self-insured product
     shall be to provide administrative services to the extent agreed upon by
     VHP and the applicable employer group. If funding by self-funded employer
     is insufficient to satisfy Provider's claims, Provider may bill Member.

               VI. UTILIZATION MANAGEMENT AND QUALITY IMPROVEMENT
               --------------------------------------------------

A.   Clinic, Hospital (other than Luther Hospital as referenced in Article
     III.M.), and Physicians shall participate in programs or activities of
     Utilization Management and Quality Improvement, or any similar such
     programs, established by VHP. The programs' or activities' purpose(s) shall
     be to monitor and reduce the utilization and cost of hospital and medical
     services while maintaining quality health care for Members. The programs or
     activities may be administered by VHP, one of its affiliates, or a
     contracted vendor of such programs or activities.

B.   The Utilization Management program may consist of various review
     methodologies, including but not limited to, preauthorization (for
     applicable programs), pre-admission review and certification, admission and
     continued stay review, case management and retrospective case review as
     deemed appropriate by VHP in accordance with established guidelines and
     procedures.

C.   Clinic, Hospital, and Physicians shall cooperate with and support the
     Quality Improvement program, which may consist of various policies,
     procedures and review methodologies, including but not limited to:
     1.   For professional services: pre-contractual and subsequent biannual
          site and medical records review (PCPs, OB/GYNs, behavioral health
          sites); pre-contractual credentialing and recredentialing at least
          every three (3) years (MD, DO, DDS, PhD,

                                       19
<PAGE>

          PsyD, ICSW, CICSW, APNP-Psychiatric); quality alert complaint and
          sentinel event reviews; review of generally accepted clinical practice
          guidelines; and, cooperation with data collection.
     2.   For facilities: pre-contractual site review and subsequent triannual
          site reviews (non-accredited hospitals, skilled nursing facilities,
          ambulatory surgical centers, home health agencies); pre-contractual
          credentialing and recredentialing every three years (hospitals,
          skilled nursing facilities, ambulatory surgical centers, home health
          agencies, day treatment centers, residential treatment centers);
          quality alert complaint and sentinel event reviews; and, cooperation
          with data collection.

D.   Clinic, Hospital, and Physicians shall meet all credentialing standards of
     the National Committee Quality Assurance ("NCQA") and VHP. Failure to
     cooperate with the credentialing process, or meet credentialing standards,
     may result in the immediate termination of the Agreement.

E.   Pursuant to Section III. B. herein, Hospital shall maintain in good
     standing accreditation by JCAHO or AOA, whichever is applicable. Hospital
     shall also maintain in good standing its Medicare certification. Hospital
     shall advise VHP of any change or modification to such accreditation or
     certification within thirty (30) days thereof. VHP reserves the right to
     request Hospital to provide the most current applicable accreditation or
     certification survey results.

                              VII. MEDICAL RECORDS
                              --------------------

A.   VHP and Hospital, Clinic, and/or Physician hereby acknowledge and agree
     that all medical records or other correspondence, written, verbal or
     electronic, and documentation containing Individually Identifiable Health
     Information ("Health Information"), as defined herein, shall be used only
     for health purposes, including but not limited to treatment, which shall
     include not only the provision of health care, but also the coordination of
     health care among health care providers, and reimbursement or other uses as
     required to carry out the purposes of this Agreement. All Health
     Information shall be handled in a manner which is reasonably expected to
     maintain its confidential nature, protecting it from deliberate or
     inadvertent misuse or disclosure, and in compliance with all local, state
     and federal laws, rules and/or regulations regarding the possession and
     handling of such information.

     For the purposes of this Agreement, "Health Information" means any
     information, whether written, verbal or electronic, obtained or accessed by
     either party which 1) can be used to identify an individual; and 2) relates
     to a physical, mental or health condition of any individual; the provision
     of mental or health care to an individual; or the payment for the provision
     of mental or health care to an individual.

B.   Upon request, Hospital, Clinic, and/or Physician shall submit Member's
     Health Information to VHP in accordance with this Article. Health
     Information requested by VHP shall be deemed to be the "minimum necessary,"
     pursuant to the Health Insurance Portability and Accountability Act privacy
     regulations, 45 CFR ss. 164.502(b), et seq.

                                       20
<PAGE>

     VHP reserves the exclusive right to determine the amount of Health
     Information which is minimally necessary in any particular situation, which
     determination shall be final and binding upon Hospital, Clinic, and/or
     Physician and shall not be subject to challenge by Hospital, Clinic, and/or
     Physician. VHP also exclusively assumes any and all risk liability
     associated with exercising this specified right regarding "minimally
     necessary" determination under HIPAA.

C.   To the extent permitted by state and federal law relating to
     confidentiality of records, copies of patient health care records required
     for administration of the Quality Improvement program shall be submitted to
     VHP within a reasonable time and at charges no greater than those
     identified in Wis. Admin. Code ss. HFS 117.05.

D.   To the extent permitted by state and federal law relating to the
     confidentiality of records, copies of patient health care records required
     for billing, collection or payment of claims shall be submitted to VHP
     within ten (10) days of the request and at no charge.

E.   Should this Agreement be terminated, Clinic, Hospital and/or Physician
     shall transfer a copy of Member's medical records to the Member or another
     provider, upon request and at no cost, provided that the Member makes such
     request in writing.

F.   Clinic, Hospital and/or Physician shall maintain a separate patient record
     on behalf of each individual Member. Such record shall contain information
     required by federal and state laws, the Medicare and Medicaid programs
     where applicable, nationally recognized accrediting bodies, including but
     not limited to NCQA, American Accreditation HealthCare Commission, Inc.
     (formerly known as the Utilization Review Accreditation Commission), Joint
     Commission on Accreditation of Health Care Organizations and/or the
     American Osteopathic Association, if applicable, and VHP. Such records
     shall be retained for at least seven (7) years following the Member's last
     date of service, or a longer period if required by applicable law.

                                VIII. TERMINATION
                                -----------------

A.   VHP may terminate the Network Provider status of Clinic, Hospital, and/or
     Physician immediately in the event Clinic, Hospital, and/or Physician:
     1.   presents or causes to be presented to VHP a false or fraudulent claim
          or any proof in support of such claim, or prepares, makes or
          subscribes to a false or fraudulent account, certificate, affidavit,
          proof of loss or other document or writing in support of a claim made
          to VHP, for or on behalf of any person insured or eligible for
          benefits under the Program;
     2.   is convicted of violating Wis. Stat. ss. 943.395, or any similar
          statute of another state or jurisdiction.

B.   VHP may terminate the Network Provider status of an individual Physician
     immediately in the event that the Physician:
     1.   is convicted of a felony or misdemeanor involving sexual misconduct;
          or

                                       21
<PAGE>

     2.   loses his or her license or certificate of registration to practice.

C.   In the event a Physician is reprimanded, or has his or her license limited,
     suspended or revoked, Clinic shall give notice to VHP within ten (10) days.
     Clinic shall notify VHP within ten (10) days of Clinic's notification of
     the commencement of any civil or criminal action, including any
     professional liability suit, brought against Clinic or any Physician, or
     any settlement thereof. Any notification required by this Section shall be
     sent to the attention of VHP's Medical Director. Failure to provide any
     required notification shall be considered a material breach of this
     Agreement.

D.   Notwithstanding any portion of this Section, VHP may terminate the Network
     Provider status of Hospital on the effective date of a reprimand, or a
     limitation, suspension or revocation of Hospital's license, by any
     appropriate regulatory body. In the event Hospital is reprimanded or has
     its license limited, suspended or revoked, Hospital shall give notice to
     VHP within ten (10) days. Hospital further shall notify VHP within ten (10)
     days of Hospital's notification of the commencement of any civil or
     criminal action, including any professional liability suit, brought against
     Hospital, or any settlement thereof. Any notification required by this
     Section shall be sent to the attention of VHP's Medical Director. Failure
     to provide any required notification shall be considered a material breach
     of this Agreement.

F.   The termination of this Agreement shall not relieve the parties of any
     obligation owed to each other nor relieve the parties of any other
     obligations of this Agreement which shall continue past or survive the
     termination of this Agreement. The provisions of this Agreement shall
     continue to apply to any such obligations.

G.   In the event of termination of this Agreement, Clinic, Hospital, and/or
     Physician shall remain available at VHP's option, in accordance with Wis.
     Stat. ss. 609.24, to provide services to Members. Clinic, Hospital and/or
     Physician shall be reimbursed for services performed after termination at
     the contracted rate in force at the time of termination.

H.   In the event of a material breach by one party, the non-breaching party may
     give notice specifying the breach and requiring correction of the breach
     within a reasonable period of time, which period shall not be less than
     fifteen (15) days after receipt of notice. In the event the breaching party
     has not cured the breach within the required time, the non-breaching party
     may immediately terminate this Agreement. If the breaching party has cured
     the breach within the required time, this Agreement shall remain in effect
     and the non-breaching party shall be limited to actual damages and specific
     performance as its exclusive remedies. In terms of Clinic, Hospital, and/or
     Physician, material breach shall include, but not be limited to:
     1.   refusing to participate in or cooperate with the Utilization
          Management or Quality Improvement program, as provided for herein; or
     2.   seeking or collecting payment from a Member in violation of the terms
          herein.

                                       22
<PAGE>

                                    EXHIBIT 1

I.   Set forth herein are the financial terms for the Agreement between VHP and
     L/M with respect to Covered Services rendered to VHP Members.

     A.   HMO Reimbursement
          -----------------

     VHP shall reimburse Clinic, Hospital, and/or Physician for the rendition of
     Covered Services to Members in an amount equal to provider's charge less
     the applicable discounts outlined below during each corresponding contract
     year:

------------------------ --------------- --------------- ---------------
Provider                 2003            2004            2005
------------------------ --------------- --------------- ---------------
Clinic/satellites        25%             20%             15%
------------------------ --------------- --------------- ---------------
Luther Hospital          15%             15%             15%
------------------------ --------------- --------------- ---------------
Barron, Bloomer &        3%              3%              3%
Osseo Hospitals
------------------------ --------------- --------------- ---------------

     B.   POS Reimbursement
          -----------------

         VHP shall reimburse Clinic, Hospital and/or Physician for the rendition
         of Covered Services to Members in an amount equal to provider's charge
         less the applicable discounts outlined below for each corresponding
         contract year:


------------------------ --------------- --------------- ---------------
Provider                 2003            2004            2005
------------------------ --------------- --------------- ---------------
Clinic/satellites        15%             15%             15%
------------------------ --------------- --------------- ---------------
Luther Hospital          15%             15%             15%
------------------------ --------------- --------------- ---------------
Barron, Bloomer &        3%              3%              3%
Osseo Hospitals
------------------------ --------------- --------------- ---------------


     C.   M.A./Badgercare Product
          -----------------------

          1.   VHP shall reimburse Clinic, Physicians and/or Hospitals for the
               rendition of Covered Services to Members pursuant to the
               Medicare/Badgercare fee schedule.

          2.   VHP and L/M will each be responsible for fifty (50) percent of
               the total annual Health Check penalties incurred by VHP during
               each calendar year of the term of the Agreement for Members who
               select Clinic as their Primary

                                       23
<PAGE>

               Care Clinic. VHP shall notify L/M of its share of the penalty in
               writing by March 31 of each calendar year of the term of the
               Agreement. Payment by L/M to VHP shall be due within thirty (30)
               days of L/M's notification of the penalty amount.

          D.   Medicare Supplemental Product
               -----------------------------

               VHP shall reimburse Clinic, Physician, and/or and Hospitals for
               the rendition of Covered Services to Members pursuant to
               Medicare's fee schedule for Medicare-allowed benefits. For
               Covered Services allowed by VHP but not Medicare, VHP shall
               reimburse Clinic, Physician, and/or Hospitals for the rendition
               of Covered Services to Members pursuant to the HMO Product
               reimbursement rates identified the charts in Section I, A above.

II.  Predictable Fee Increases (Clinic and Luther Hospital only)
     -----------------------------------------------------------

     A.   Clinic and Luther Hospital shall each be allowed one (1) annual fee
          increase during each calendar year of the term of the Agreement. The
          impact to VHP of such annual allowable fee increase shall not exceed
          eight (8) percent in the aggregate for each calendar year of the term
          of the Agreement. When comparing actual fee increases to the
          aforementioned eight (8) percent cap ("Cap"), Luther Hospital and
          Clinic will be viewed in the aggregate. If the Cap is exceeded on an
          aggregate basis, discount amounts as set forth in Section I above
          ("Discounts") will be adjusted so that the impact upon VHP equates to
          eight (8) percent.

     B.   For each year of the term of the Agreement, VHP and L/M will mutually
          agree to a selected base of high frequency CPT codes which will be
          used to evaluate the relationship of annual fee adjustments and their
          impact upon VHP. Prior year volumes of the selected base of CPT codes,
          as determined from VHP's claim system, will be used to determine the
          weighted impact of fee increases upon VHP for each year.

     C.   If L/M has any additional fee increase(s) within a calendar year, an
          appropriate adjustment will be made to the Discounts to negate any
          impact of such increase upon VHP.

     D.   Each year's base for determining the Discount for that year will be
          the prior year's discounted fee schedule utilized by VHP.

     E.   VHP may conduct audits of the L/M charge master to verify the accuracy
          of charge levels.

     F.   LM may conduct audits of VHP's calculations in determining the impact
          of annual fee increases.

                                       24
<PAGE>

     G.   Any adjustments to the Discounts will be mutually agreed upon by L/M
          and VHP.

III. Member Liability
     ----------------

     Any applicable discount shall be applied to the total allowable charge
     before any applicable co-payments, co-insurance or deductibles are applied.

IV.  Coding Edits
     ------------

     A.   Coding Edits applied to L/M claims shall be subject to a maximum
          impact of one (1) percent of total billed charges (exclusive of
          provider discounts arrangements outlined this Exhibit 1, Article I.)
          on a calendar year basis for all denials applied to provider
          responsibility from whatever source.

     B.   L/M shall track Coding Edit denials for dates of service from January
          1 through December 31 ("Tracking Period") for each term of the
          Agreement. Should the denials exceed one (1) percent of total billed
          charges for a calendar year, L/M shall notify VHP and provide
          supporting documentation of charge calculations by March 1 of the year
          following the Tracking Period. Any reconciliation payments required by
          VHP shall be due on March 15 of the year following the Tracking
          Period.


                                       25
<PAGE>

                                    EXHIBIT 2

Clinic, Hospital, and/or Physician agrees to abide by all applicable provisions
of VHP's agreement with the State of Wisconsin Department of Health and Family
Services ("DHFS"), hereafter referred to as MA(Medicaid)/HMO contract. The
MA/HMO contract is incorporated by reference herein and Clinic, Hospital, and/or
Physician compliance with the Medicaid/Badgercare HMO contract specifically
includes but is not limited to the following requirements:

(a)  Clinic, Hospital, and Physician uses only Medicaid-certified providers in
     accordance with Article III.DD. of the Medicaid/Badgercare HMO contract.

(b)  No terms of this subcontract are valid which terminate legal liability of
     HMO in accordance with Article III.BB. of the Medicaid/Badgercare HMO
     contract.

(c)  Clinic, Hospital, and Physician agree to participate in and contribute
     required data to HMO Quality Improvement programs as required in Article
     III.Y. of the Medicaid/Badgercare HMO contract.

(d)  Clinic, Hospital, and Physician agree to abide by the terms of the
     Medicaid/Badgercare HMO contract (Article III.E.) for the timely provision
     of emergency and urgent care. Where applicable, Clinic, Hospital, and
     Physician agrees to follow those procedures for handling urgent and
     emergency care cases stipulated in any required hospital/emergency room
     MOUs signed by HMO in accordance with Article III.K. of the
     Medicaid/Badgercare HMO contract.

(e)  Clinic, Hospital, and Physician agree to submit HMO recipient
     history/encounter data in the format specified by the HMO, so the HMO can
     meet the Department specifications required by Article VI and Addendum IV
     of the Medicaid/Badgercare HMO contract. HMOs will evaluate the credibility
     of data obtained from subcontracted vendors' external databases to ensure
     that any patient-reported information has been adequately verified.

(f)  Clinic, Hospital, and Physician agree to comply with all non-discrimination
     requirements in Article III.Q. of the Medicaid/Badgercare HMO contract.

(g)  Clinic, Hospital, and Physician agree to comply with all record retention
     requirements and, where applicable, the special reporting requirements on
     abortions, sterilizations, hysterectomies, and Health Check requirements.

(h)  Clinic, Hospital, and Physician agree to provide representatives of HMO, as
     well as duly authorized agents or representatives of DHFS and the Federal
     Department of Health and Human Services, access to its premises and its
     contract and/or medical records in accordance with Article III and Article
     IX of the Medicaid/HMO contract. Clinic, Hospital, and Physician agree
     otherwise to preserve the full confidentiality of medical records in
     accordance with Article XIII of the Medicaid/Badgercare HMO contract.

                                       26
<PAGE>

(i)  Clinic, Hospital, and Physician agree to the requirements for maintenance
     and transfer of medical records stipulated in Article III.Y. of the
     Medicaid/Badgercare HMO contract. Clinic, Hospital, and Physician agree to
     make medical records available to recipients and their authorized
     representatives within ten (10) working days of the record request. This
     requirement will take effect when the same requirement goes into effect for
     the fee-for-service. The Department will notify HMOs when this occurs.

(j)  Clinic, Hospital, and Physician agree to ensure confidentiality of family
     planning services in accordance with Article III.C. of the
     Medicaid/Badgercare HMO contract.

(k)  Clinic, Hospital, and Physician agree not to create barriers to access to
     care by imposing requirements on recipients that are inconsistent with the
     provisions of medically necessary and covered Medicaid benefits (e.g., COB
     recovery procedures that delay or prevent care).

(l)  Clinic, Hospital, and Physician agree to clearly specify referral approval
     requirements to its providers and in any sub-subcontracts.

(m)  Clinic, Hospital, and Physician agree not to bill an Medicaid enrollee for
     medically necessary services covered under the Medicaid/Badgercare HMO
     contract and provided during the enrollee's period of HMO enrollment. This
     provision shall continue to be in effect if the HMO becomes insolvent.
     However, if an enrollee agrees in writing to pay for a non-Medicaid covered
     service, then the HMO, HMO provider, Clinic, Hospital, and/or Physician can
     bill.

     The standard release form signed by the enrollee at the time of services
     does not relieve the HMO, Clinic, Hospital, and Physician from the
     prohibition against billing a Medicaid enrollee in the absence of a knowing
     assumption of liability for a non-Medicaid covered service. The form or
     other type of acknowledgment relevant to Medicaid enrollee liability must
     specifically state the admissions, service, or procedures that are not
     covered by Medicaid.

(n)  Clinic, Hospital, and Physician must forward to the HMO medical records
     pursuant to grievances, within fifteen (15) working days of the HMO's
     request. If Clinic, Hospital, and/or Physician does not meet the fifteen
     (15) day requirement, Clinic, Hospital, and/or Physician must explain why
     and indicate when the medical records will be provided.

(o)  Clinic, Hospital, and Physician agree to abide by the terms of Article
     III.I. regarding appeals to the HMO and to the Department for HMO
     non-payment of service providers.

(p)  Clinic, Hospital, and Physician agree to abide by the HMO
     marketing/informing requirements. Clinic, Hospital, and/or Physician will
     forward to the HMO for prior approval all flyers, brochures, letters, and
     pamphlets the subcontractor intends to distribute to its Medicaid enrollees
     concerning its HMO affiliation(s), changes in affiliation, or relates
     directly to the Medicaid population. Clinic, Hospital, and Physician will
     not distribute any

                                       27
<PAGE>

     "marketing" or recipient informing materials without the consent of the HMO
     and the Department.

                                       28
<PAGE>

<TABLE>
<CAPTION>
                                  Attachment B
                                Provider Listing

----------------------------------------------------------------------------------------------------------------------------
Location                                            Address                            Phone Number        Federal Tax ID

--------------------------------------------------- ---------------------------------- ------------------- -----------------
Clinics
--------------------------------------------------- ---------------------------------- ------------------- -----------------
<S>                                                 <C>                                <C>                 <C>
B Midelfort Clinic - Barron                         1220 East Woodland Avenue          (715) 537-3166      39-1735831
                                                    Barron, WI 54812
--------------------------------------------------- ---------------------------------- ------------------- -----------------
E Midelfort Clinic - Bloomer                        1507 Vine Street                   (715) 568-4650      39-1735831
                                                    Bloomer, WI 54724
--------------------------------------------------- ---------------------------------- ------------------- -----------------
B Midelfort Clinic - Cameron                        1001 Main Street                   (715) 458-4380      39-1735831
                                                    Cameron, WI 54822
--------------------------------------------------- ---------------------------------- ------------------- -----------------
B Midelfort Clinic - Chetek                         220 Douglas Street                 (715) 924-4811      39-1735831
                                                    Chetek, WI 54728
--------------------------------------------------- ---------------------------------- ------------------- -----------------
E Midelfort Clinic - Chippewa Falls                 611 First Avenue                   (715) 720-4400      39-1735831
                                                    Chippewa Falls, WI 54729
--------------------------------------------------- ---------------------------------- ------------------- -----------------
E Midelfort Clinic - Clairemont Campus              733 W. Clairemont Ave              (715) 838-5222      39-1735831
                                                    Eau Claire, WI 54701
--------------------------------------------------- ---------------------------------- ------------------- -----------------
E Midelfort Clinic - Colfax                         1010 High Street                   (715) 962-3117      39-1735831
                                                    Colfax, WI 54730
--------------------------------------------------- ---------------------------------- ------------------- -----------------
E Midelfort Clinic - Luther Campus                  1400 Bellinger Street              (715) 838-5222      39-1735831
                                                    Eau Claire, WI 54703
--------------------------------------------------- ---------------------------------- ------------------- -----------------
E Midelfort Clinic - Mondovi                        700 Buffalo Street                 (715) 926-4858      39-1735831
                                                    Mondovi, WI 54755
--------------------------------------------------- ---------------------------------- ------------------- -----------------
E Midelfort Clinic - Osseo                          674 8th Street                     (715) 597-2575      39-1735831
                                                    Osseo, WI 54758
--------------------------------------------------- ---------------------------------- ------------------- -----------------
B Midelfort Clinic - Prairie Farm                   224 River Avenue                   (715) 455-1666      39-1735831
                                                    Prairie Farm, WI 54762
----------------------------------------------------------------------------------------------------------------------------


----------------------------------------------------------------------------------------------------------------------------
Hospital and Nursing Homes
--------------------------------------------------- ---------------------------------- -------------------- ----------------
Barron Medical Center Hospital and Nursing Home     1222 East Woodland Avenue          (715) 537-3186       39-0920634
                                                    Barron, WI 54812
--------------------------------------------------- ---------------------------------- -------------------- ----------------
Bloomer Community Memorial Hospital and Maplewood   1501 Thompson Street               (715) 568-2000       39-0980343
Nursing Home                                        Bloomer, WI 54724
--------------------------------------------------- ---------------------------------- -------------------- ----------------
Luther Hospital                                     1221 Whipple Street                (715) 838-3311       39-0813418
                                                    P.O. Box 4105
                                                    Eau Claire, WI 54702
--------------------------------------------------- ---------------------------------- -------------------- ----------------
Osseo Area Medical Center and                       13025 8th Street                   (715) 597-3121       39-1029430
Nursing Home                                        P.O Box 70
                                                    Osseo, WI 54758
----------------------------------------------------------------------------------------------------------------------------


E Eau Claire Claims Billing/Processing               B Barron Region Claims Billing/Processing
---------------------------------------              -----------------------------------------
    HCFA 1500 Box 33:                                HCFA 1500 Box 33:
    Midelfort Clinic MRP                             Midelfort Clinic MRP-BCC
    PO Box 1510                                      1220 Woodland Ave
    Eau Claire, WI 54702-1510                        Barron, WI 54812
</TABLE>


                                       29
<PAGE>

                                   Exhibit 3
                       UTILIZATION REVIEW PROCESS FOR VHP

Patient    LutherMidelfort UR   Attending MD   Dr. Lindsay    VHP   Luther
                                                                    Midelfort SW
-------    ------------------   ------------   -----------    ---   ------------






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