EXHIBIT 10.21


                        ADMINISTRATION SERVICES AGREEMENT


         THIS AGREEMENT is made as of the 1st day of July, 1997 (the "Effective
Date"), between Seaboard Life Insurance Company (USA) (hereinafter referred to
as "Seaboard Life"), and HealthPlan Services, Inc., a Florida corporation
(hereinafter referred to as the "Administrator"). In consideration of their
mutual undertakings contained herein, the parties agree as follows:

                                    ARTICLE I

                              PURPOSE; DEFINITIONS

         It is the intention of the parties to provide for the terms under which
the Administrator will: (i) provide certain reporting and funds transfer
services for Seaboard Life with respect to policies for which Seaboard Life has
agreed to provide reinsurance pursuant to either the Reinsurance Agreement
between United HealthCare Insurance Company and Seaboard Life dated September
29, 1997 or the Reinsurance Agreement between The Travelers Insurance Company
and Seaboard Life dated September 29, 1997 (each such policy hereinafter
referred to as a "UHI Policy"); and (ii) provide administration services for the
Seaboard Policies. For purposes of this Agreement, capitalized terms used in
this Agreement that are not otherwise defined herein shall have the meanings
ascribed to them in EXHIBIT A, which is attached hereto and incorporated herein
by reference.

                                   ARTICLE II

                             INDEPENDENT CONTRACTOR

         The relationship of the Administrator to Seaboard Life with respect to
administrative services is that of an independent contractor. The
Administrator's authority shall be limited to that which is expressly stated in
this Agreement, and nothing in this Agreement will be construed as creating any
other relationship between the parties.

                                   ARTICLE III

                           DUTIES OF THE ADMINISTRATOR

         SECTION 3.A.  SEABOARD POLICY ADMINISTRATIVE SERVICES

         The Administrator agrees to perform the services described below for
the Seaboard Policies on behalf of Seaboard Life, in accordance with guidelines
reasonably required by Seaboard Life:


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                  1. The Administrator shall support agent sales and marketing
         activities.

                  2. The Administrator shall process requests for participation.

                  3. The Administrator shall arrange for the collection and
         remittance of premiums pursuant to SECTION 3.C below.

                  4. The Administrator shall prepare premium reports and other
         reports as agreed to between the parties.

                  5. The Administrator shall maintain all records necessary for
         the proper administration of premium collection.

                  6. The Administrator shall underwrite all Enrollees in
         accordance with Seaboard Life's reasonable and lawful instructions.
         Seaboard Life will retain final decision-making authority with respect
         to underwriting pursuant to SECTION 3.I below.

                  7. The Administrator shall process enrollment of new Enrollees
         as they become eligible and maintain eligibility records.

                  8. The Administrator shall arrange for the printing and
         delivery of all certificates of coverage issued by Seaboard Life (see
         SECTION 3.D below).

                  9. The Administrator shall perform any other general services
         required for the efficient marketing and administration of the
         insurance provided under the Seaboard Policies as may be agreed to
         between the parties.

                  10. In accordance with reasonable Seaboard Life guidelines,
         the Administrator shall verify that all agents are properly licensed
         for states in which products are sold and shall appoint and terminate
         agents on behalf of Seaboard Life. The Administrator shall provide
         Seaboard Life with appropriate agent appointment materials that the
         Administrator receives from any agent in a timely fashion. As of the
         date of the Administrator's execution of this Agreement, the
         Administrator has provided Seaboard Life with a copy of its form agent
         agreement. On behalf of Seaboard Life, the Administrator will pay all
         expenses relating to such agent contracting, appointment, and
         termination. As reimbursement for the Administrator's payment of such
         agent expenses, the Administrator shall retain the Agent Appointment
         Amount from the portion of Gross Seaboard Premium it transfers to the
         Seaboard Premium Account pursuant to SECTION 3.C below.

                  11. The Administrator shall develop standard forms of Seaboard
         Policies for issuance by Seaboard Life, subject to Seaboard Life
         approval. On behalf of Seaboard Life, the Administrator shall file such
         Seaboard Policies, provisions, and other materials with appropriate
         regulatory authorities. The Administrator also shall monitor 


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         relevant legislative and regulatory activity and shall use best efforts
         to (i) timely notify Seaboard Life when changes are required in
         Seaboard Policy forms, and (ii) make necessary Seaboard Policy form
         changes. The Administrator shall assist Seaboard Life in the
         preparation of all necessary insurance department and other regulatory
         filings.

                  12. The Administrator shall develop pricing methodologies and
         rates for Seaboard Policies, subject to Seaboard Life approval, based
         upon the Administrator's data base and other information available to
         the Administrator, all of which data and information shall be made
         available to Seaboard Life upon request.

                  13. The Administrator shall enforce all Seaboard Policies in
         accordance with their provisions and reasonable Seaboard Life
         guidelines.

                  14. The Administrator shall arrange for and manage subrogation
         services, preferred provider network access, utilization review, case
         management, overpayment collection, and other services that relate to
         the Seaboard Policies and that will be provided by third parties
         approved by Seaboard Life. Seaboard Life shall bear all costs relating
         to such services. The Administrator shall not be obligated to arrange
         for coverage under the Seaboard Policies by any conversion carrier,
         reinsurer, or other entity. The Administrator shall pay such third
         parties other than the Conversion Carrier from the Seaboard Claims
         Account. The Administrator shall pay the Conversion Carrier on behalf
         of Seaboard Life. The Administrator shall retain the Conversion Fee
         Amount from the portion of Gross Seaboard Premium it transfers to the
         Seaboard Premium Account pursuant to SECTION 3.C below.

                  15. The Administrator shall provide information to and monitor
         the performance of each third party vendor and the Conversion Carrier.
         The Administrator's performance of services with respect to third party
         vendors and the Conversion Carrier will be in accordance with written
         guidelines approved by Seaboard Life that (i) identify each third party
         vendor and the Conversion Carrier, and (ii) specify the information and
         payments to be provided to such vendor and/or Conversion Carrier and
         the services of such vendor and/or Conversion Carrier to be monitored
         by the Administrator. Seaboard Life will provide the Administrator with
         ninety (90) calendar days written notice of any change in vendor or
         Conversion Carrier and sixty (60) calendar days written notice of any
         other change in its instructions with respect to the Administrator's
         services relating to any vendor or Conversion Carrier. As requested by
         Seaboard Life, the Administrator shall arrange for such third-party
         services on behalf of Seaboard Life. Notwithstanding any of the
         foregoing or any other provision of this Agreement, the Administrator
         shall have no authority to enter into any contract or agreement in the
         name of, or on behalf of, Seaboard Life, without Seaboard Life's
         advance written consent.

                  16. The Administrator shall review the appropriateness of
         participation by Seaboard Life in state-sponsored reinsurance pools and
         provide recommendations for 


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         Seaboard Life to review with respect to such participation. If Seaboard
         Life elects to participate in a state-sponsored reinsurance pool, the
         Administrator shall coordinate Seaboard Life's participation in
         accordance with procedures reasonably required by Seaboard Life. Such
         coordination shall include but not be limited to assisting in
         preparation of participation applications, identifying candidates for
         inclusion in such pools, and submitting claims to such pools, subject
         to Seaboard Life's approval. The Administrator shall monitor the status
         of any claim submitted to any such reinsurance pool and provide
         Seaboard Life with reports of such status, as reasonably required by
         Seaboard Life.

         SECTION 3.B.  CLAIMS SERVICES

         3.B.1. CLAIMS ADJUDICATION. During the term of this Agreement, the
Administrator will be responsible for performing the following claims
adjudication services with respect to the Seaboard Policies (and such additional
policies as may become included with the Seaboard Policies by written agreement
of the parties) in accordance with guidelines reasonably required by Seaboard
Life:

                  (a) The Administrator shall receive notices of claims.

                  (b) The Administrator shall prepare and distribute
         identification cards and respond to questions from Covered Groups,
         policyholders, and health care providers regarding the eligibility of
         Covered Persons under the Seaboard Policies.

                  (c) The Administrator shall review, calculate, and process
         claims submitted by Enrollees in accordance with the Seaboard Policies
         and reasonable claims paying standards that are established under state
         and federal law and industry fair claims practices and procedures and
         that are included in the claims guidelines approved by Seaboard Life.

                  (d) The Administrator shall decline non-covered claims.

                  (e) The Administrator shall issue benefit checks from the
         Seaboard Claims Account.

                  (f) The Administrator shall make determinations regarding
         collection of any overpayments and subrogation recoveries and arrange
         for the collection of such overpayments and subrogation recoveries, at
         Seaboard Life's expense.

                  (g) The Administrator shall administer cost containment
         measures as reasonably required by Seaboard Life including, but not
         limited to, coordination of benefits procedures.

                  (h) The Administrator shall provide assistance as requested by
         Seaboard Life to research and resolve aged outstanding checks
         including, but not limited to, making inquiries of claimants.


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                  (i) The Administrator shall refer requests for ERISA review of
         denied claims to Seaboard Life.

                  (j) The Administrator shall provide required certificates of
         creditable coverage in accordance with HIPAA or any amendment or
         successor thereto.

                  (k) The Administrator shall arrange for repricing of claims by
         a third party at Seaboard Life's expense in accordance with the fee
         schedules agreed to between the Administrator on behalf of Seaboard
         Life and any network of health care providers.

                  (l) The Administrator shall respond to questions from
         Enrollees regarding Seaboard Policy benefit checks and explanation of
         benefit statements.

                  (m) The Administrator shall provide Seaboard Life and the
         Reinsurer with certain information including, without limitation,
         certain claim, actuarial, and medical management information, as
         instructed by Seaboard Life, subject to the terms set forth in this
         Agreement. As of the Effective Date, Seaboard Life instructs the
         Administrator to provide the Reinsurer designated by Seaboard Life with
         information as set forth in SECTION IV.A. of the Major Medical Quota
         Share Reinsurance Contract effective July 1, 1997 issued to Seaboard
         Life Insurance Company (USA) by the subscribing reinsurers thereto (the
         "Reinsurance Contract"). The Administrator shall comply with any
         reasonable changes in the foregoing obligations in this SECTION
         3.B.1(M) due to amendment of the Reinsurance Contract effective as of
         July 1, 1997, or any subsequent date, or any other reason, provided
         that Seaboard Life provides the Administrator with written notice of
         such change at least thirty (30) calendar days prior to the date on
         which the Administrator is required to provide reports under such new
         obligations. Upon agreement by Seaboard Life and the Administrator to
         the terms of the Major Medical Quota Share Reinsurance Contract
         effective July 1, 1998, the parties agree to enter into an addendum to
         this Agreement setting forth the specific information to be provided by
         the Administrator to Seaboard Life and the Reinsurer.

                  (n) The Administrator shall refer all claims which contain
         evidence of misrepresentation that may be grounds for rescission of
         coverage to Seaboard Life. Such information shall be accompanied by
         appropriate documentation. Seaboard Life shall have sole authority to
         exercise any and all rescission rights under any Seaboard Policy, and
         except to the extent otherwise provided herein shall be responsible for
         notification of rescissions to the claimants and the Administrator.

                  (o) The Administrator shall develop and employ appropriate
         investigational techniques and tools to detect, redress, and report
         health care and other claim fraud, subject to Seaboard Life approval.


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         3.B.2.   REPORTING TO SEABOARD LIFE.

                  (a) The Administrator will submit reports and data on its
         activities in a form, medium, and time frame agreed upon by Seaboard
         Life and the Administrator. The reports shall include, but not be
         limited to, those details, as specified by Seaboard Life, of each check
         issued, within five (5) Business Days of issuance.

                           If the Administrator submits to Seaboard Life report
         data that fails to meet agreed-upon criteria, then the Administrator
         will make every effort to resubmit the data in the proper format within
         one (1) Business Day after Seaboard Life provides the Administrator
         with notice of such failure.

                           If Seaboard Life changes its required format for data
         reporting, the Administrator will exercise reasonable efforts to comply
         with such changes upon notification from Seaboard Life, provided that
         Seaboard Life provides the Administrator with at least ninety (90)
         calendar days notice of such changes and that such changes do not
         result in unreasonable costs. The Administrator also shall respond to
         such other requests for reports and data as Seaboard Life shall
         reasonably request.

                  (b) The Administrator shall conduct quality assurance reviews
         in accordance with the criteria agreed to by the parties. As reasonably
         requested by Seaboard Life, the Administrator shall make copies of
         reports created in connection with quality assurance reviews available
         to Seaboard Life.

         3.B.3.   HANDLING OF CHECKS.

                  (a) The Administrator shall make payments for claims using
         checks drawn on the Seaboard Claims Account. The Administrator shall
         designate in writing to Seaboard Life the names of those persons
         authorized to sign such checks and provide sample signatures. The
         Administrator shall promptly notify Seaboard Life of any changes in the
         list of persons so designated. The Administrator also shall notify
         Seaboard Life of the names of those persons responsible for the
         security of the check stock and the signature plate, if applicable.
         Seaboard Life shall have the right at any time to approve or disapprove
         persons authorized by the Administrator to sign checks. The
         Administrator shall consider using Automated Clearing House transfer
         for claims payments in the future.

                  (b) Seaboard Life will be responsible for determining the
         banking specifications, printing specifications, and instrument number
         of checks. Check printing and testing will be the responsibility of the
         Administrator. However, subject to the approval of Seaboard Life, the
         Administrator may arrange to have the checks printed by another check
         printing vendor, at the expense of Seaboard Life. All checks,
         regardless of vendor, shall be tested and approved by Seaboard Life.

                  (c) The Administrator shall employ security procedures which
         meet with the approval of Seaboard Life with respect to the handling of
         checks and drafts. The 


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         Administrator shall immediately report to Seaboard Life any loss or
         destruction of checks or any unauthorized use of checks.

         SECTION 3.C.  PREMIUM COLLECTION AND REMITTANCE

         3.C.1. SEABOARD PREMIUM BILLING. On behalf of Seaboard Life, the
Administrator shall bill each Covered Group for Seaboard Premium amounts owed by
such Covered Group to Seaboard Life, in accordance with guidelines reasonably
required by Seaboard Life. "Seaboard Premium" shall mean any amount that
Seaboard Life charges any Covered Group for coverage under a Seaboard Policy.
"Seaboard Premium" shall not include any Administration Fee or other fee that
the Administrator charges a Covered Group, Enrollee, or Covered Individual,
which fee shall be stated as a separate charge on any billing.

         3.C.2. RECEIPT OF SEABOARD PREMIUM PAYMENTS. On behalf of Seaboard
Life, the Administrator shall receive and credit all Seaboard Premium payments
made by Covered Groups, and shall make all cash adjustments for Seaboard Premium
refunds and other required cash transfers with respect to such Seaboard Premium
payments, in accordance with procedures reasonably required by Seaboard Life.
Any Seaboard Premium payments that are received by the Administrator shall be
deemed to have been received by Seaboard Life, but the payment of return
Seaboard Premium amounts by Seaboard Life to the Administrator shall not be
deemed payment to an insured or claimant until such payment is received by such
insured or claimant. Nothing in this SECTION 3.C.2 shall limit any right of
Seaboard Life against the Administrator resulting from the Administrator's
failure to make payments to Seaboard Life or to any insured claimant.

         3.C.3. SEABOARD PREMIUM REMITTANCE. The Administrator shall immediately
remit each Seaboard Premium payment it receives from a Covered Group to Seaboard
Life by depositing such payment in an interest-bearing Seaboard Life account at
a bank selected by the Administrator (the "Seaboard Deposit Account"). The
Administrator shall have sole and exclusive authority to make withdrawals from
the Seaboard Deposit Account.

         3.C.4. SEABOARD PREMIUM RECONCILIATION. On or before the thirty-first
calendar day after the close of each month (or, if such day falls on a day other
than a Business Day, then on the first Business Day thereafter), the
Administrator shall deliver to Seaboard Life and the Reinsurer a reconciliation
report relating to Seaboard Premium payments it received in the Seaboard Deposit
Account in the previous month (the "Seaboard Reconciliation Report"), which
Seaboard Reconciliation Report shall set forth the Gross Seaboard Premium for
such month and the following amounts with respect to such Gross Seaboard
Premium:

         (a) NET SEABOARD PREMIUM, which shall be equal to the difference
between:

                  (i) the Gross Seaboard Premium; and

                  (ii) the sum of: (a) the Administrator Service Fee with
                  respect to such Gross Seaboard Premium; (b) the Agent
                  Appointment Amount with respect to such 


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                  Gross Seaboard Premium; and (c) the Conversion Fee Amount with
                  respect to such Gross Seaboard Premium.

         (b) AGENT APPOINTMENT AMOUNT, which shall be equal to .15% of such
         Gross Seaboard Premium.

         (c) CONVERSION FEE AMOUNT, which shall be equal to 0.4% of such Gross
         Seaboard Premium.

         (d) GROSS CLAIMS AND ADJUSTMENT EXPENSE, which shall equal the sum of
         the aggregate amount of all claims paid during such month and all other
         amounts incurred for such month in connection with claims adjudication,
         including amounts incurred pursuant to SECTION 3.B.1 and SECTION 3.A.14
         above.

         3.C.5. REMITTANCE. Within forty-five (45) calendar days after the close
of each month, the Administrator shall transfer to the Seaboard Premium Account,
by Automated Clearing House transfer, an amount (the "Seaboard Life Amount")
which shall be equal to: (i) the Net Seaboard Premium for such month; minus (ii)
any Start-up Expenses incurred by the Administrator for which the Administrator
is entitled to reimbursement, subject to the limitations set forth in SECTION
8.D below. The Administrator shall adjust the amount transferred to the Seaboard
Premium Account in any month as necessary to reflect adjustments to
reconciliations for previous months. The Administrator may use the funds that
are deposited in the Seaboard Deposit Account, including but not limited to any
accrued interest thereon, for the Administrator's own purposes, subject to the
Administrator's obligation to transfer funds pursuant to this Agreement. The
Administrator may offset the Seaboard Life Amount for each month by any amount
that Seaboard Life owes to the Administrator pursuant to this Agreement. In the
event of such offset, the Administrator shall indicate the nature and amount of
such offset in the applicable Seaboard Reconciliation Report. Notwithstanding
any other provisions in this SECTION 3.C, for each of the first ten (10) months
for which the Administrator provides Seaboard Life with a Seaboard
Reconciliation Report pursuant to this Agreement, the Administrator shall
provide the Seaboard Reconciliation Report and shall transfer funds in
accordance with this SECTION 3.C.5 as soon as reasonably possible, but shall not
be required to provide such Seaboard Reconciliation Report or complete such
funds transfer within the time periods specified in this SECTION 3.C.



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         3.C.6. SEABOARD PREMIUM REPORTS. In addition to the information
required pursuant to SECTION 3.C.4 above, the Administrator shall provide such
other information on the Reconciliation Report as is reasonably required by
Seaboard Life in writing. In addition to the Seaboard Reconciliation Reports
described in SECTION 3.C.4 above, the Administrator shall provide Seaboard Life
and/or the Reinsurer with such reports regarding Seaboard Premium billing and
remittance as are reasonably required by Seaboard Life in writing, in a format
and on a timetable to be mutually agreed upon by the parties. The Administrator
shall maintain records of cash receipts and disbursements relating to the
Seaboard Policies as required by laws and regulations applicable to third party
administrators, and shall assist Seaboard Life in preparing any reports required
by such laws and regulations.

         3.C.7.   RECEIPT AND TRANSFER OF UHI REMITTANCE; REPORTING.

                  (a) UHI REMITTANCE AND REMITTANCE REPORT. On behalf of
         Seaboard Life, the Administrator will accept the UHI Remittance for
         each month and the UHI Remittance Report for such month. For purposes
         of this Agreement, "UHI Remittance" shall mean the total amount that is
         payable by United Healthcare Insurance Company ("UHI") to Seaboard Life
         pursuant to the Reinsurance Agreement between UHI and Seaboard Life
         dated September 29, 1997 and the Reinsurance Agreement between The
         Travelers Insurance Company and Seaboard Life dated September 29, 1997
         (the "UHI/Travelers Reinsurance Agreements"), as indicated on the
         applicable UHI Remittance Report. For purposes of this Agreement, "UHI
         Remittance Report" shall mean, with respect to any month, a report
         provided by UHI that sets forth information regarding: (i) the total
         amount of premium that UHI received with respect to the UHI Policies in
         such month, as adjusted for premium refunds and other required cash
         transfers; (ii) the amount of such UHI premium retained for commissions
         and administrative expenses payable to the Administrator, premium
         taxes, conversion fees, utilization review, network access, and other
         fees pursuant to SECTION 7 of each UHI/Travelers Reinsurance Agreement;
         (iii) claims paid by UHI with respect to the UHI Policies; (iv)
         interest due from UHI to Seaboard with respect to such collected UHI
         premium; (v) any other amount included in calculation of the UHI
         Remittance for such month; and (vi) the UHI Remittance for such month.

                  (b) FUNDS TRANSFER. Within one (1) Business Day after the
         Administrator receives the UHI Remittance and a complete UHI Remittance
         Report with respect to such UHI Remittance for any month, the
         Administrator shall forward the UHI Remittance Report to Seaboard Life
         and the Reinsurer and shall transfer to the Seaboard Premium Account,
         by Automated Clearing House transfer, an amount equal to the UHI
         Remittance for such month minus any Start-up Expenses incurred by the
         Administrator for which the Administrator is entitled to reimbursement
         pursuant to SECTION 8.D below.

         3.C.8. SEABOARD PREMIUM ACCOUNT. As requested by Seaboard Life, and
subject to Seaboard Life's obligations to indemnify the Administrator pursuant
to SECTION 9.D below, the Administrator shall implement transfers from the
Seaboard Premium Account in accordance with 


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the terms of this SECTION 3.C.8 and the reasonable written instructions of
Seaboard Life. As reasonably requested by Seaboard Life in writing, the
Administrator will effect cash transfers from the Seaboard Premium Account as
follows: (i) within two (2) Business Days after the Seaboard Premium Account is
credited with a transfer of funds by the Administrator pursuant to SECTION 3.C.5
above, the Administrator will submit written instructions to the Seaboard Bank
to transfer an amount designated in writing by Seaboard Life from the Seaboard
Premium Account to a Reinsurer account designated by Seaboard Life; and (ii)
within two (2) Business Days after the Seaboard Premium Account is credited with
a transfer of funds by the Administrator pursuant to SECTION 3.C.7 above, the
Administrator will submit written instructions to the Seaboard Bank to transfer
an amount designated by Seaboard Life in writing from the Seaboard Premium
Account to a Reinsurer account designated by Seaboard Life. Seaboard Life shall
ensure that the Administrator has signature authority to transfer funds from the
Seaboard Premium Account.

         3.C.9. DEPOSITS. To the extent requested by Seaboard Life, any Seaboard
Premium payment received from a group prior to the final coverage determination
with respect to such group (any "Deposit") shall not at that time be deemed to
be a "Seaboard Premium" for purposes of this SECTION 3.C.9 or any other
provision of this Agreement. As reasonably required by Seaboard Life, the
Administrator shall place each group's Deposit in a suspense account until such
group is accepted for coverage under a Policy in accordance with the terms of
this Agreement, at which time the Deposit will be deemed to be a "Seaboard
Premium" for purposes of this Agreement. In the event that such group is not
accepted for coverage under a Policy, then the Administrator shall return the
Deposit to such group in accordance with procedures reasonably required by
Seaboard Life.

         SECTION 3.D. DELIVERY OF DOCUMENTS. Any policies, certificates,
booklets, booklet-certificates, termination notices, or other written
communications delivered by Seaboard Life to the Administrator for delivery to
the policyholders, participant employers, or insureds shall be delivered by the
Administrator promptly after receipt of instructions from Seaboard Life to do
so.

         SECTION 3.E. INSURANCE.

         SECTION 3.E.1. FIDELITY. It shall be the duty of the Administrator to
         maintain fidelity coverage, including bonding of its employees, in an
         amount of at least Five Million Dollars ($5,000,000).

         SECTION 3.E.2. ERRORS AND OMISSIONS. The Administrator also shall
         maintain an errors and omissions liability policy in an amount of at
         least Five Million Dollars ($5,000,000) to cover any loss arising as a
         result of any real or alleged negligence on the part of the
         Administrator, its agents, or its employees in any aspect of the
         performance of the Administrator's duties under this Agreement.

         SECTION 3.E.3. EVIDENCE OF COVERAGE. The Administrator shall cause the
         issuer(s) of the fidelity and errors and omissions coverage described
         in this SECTION 3.E to deliver 


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         to Seaboard Life a certificate or certificates evidencing such
         coverage. The policies evidencing such coverage shall provide at least
         thirty (30) calendar days written notice prior to the cancellation of,
         or any material change in, such coverage. If the coverage is canceled,
         substitute coverage shall be obtained and shall be effective prior to
         the effective date of cancellation.

         SECTION 3.F. LEGAL PROCEEDINGS; REGULATORY COMMUNICATIONS. If the
Administrator receives any notice of the commencement of any legal proceeding
involving any Covered Group or Covered Person or any communication from any
Insurance Department or other administrative agency or any other person
identifying a complaint by a Seaboard Life insured (including a Covered Person's
initiation of a grievance procedure or an appeal from any managed care decision)
or calling a hearing involving any Seaboard Life insuring practice, the
Administrator shall immediately advise Seaboard Life of the proceeding. The
Administrator at its own expense shall immediately thereafter forward any
correspondence or necessary files in its possession to Seaboard Life for
determination of appropriate handling. If Seaboard Life receives any notice of
the commencement of any legal proceeding involving the Administrator, or
Seaboard Life receives any communication from any Insurance Department or other
administrative agency or any other person identifying a complaint against the
Administrator or calling a hearing involving the Administrator, Seaboard Life
shall immediately advise the Administrator of the proceeding. Seaboard Life at
its own expense shall immediately thereafter forward any copies of necessary
correspondence or files in its possession to the Administrator.

         SECTION 3.G. BOOKS AND RECORDS. The Administrator shall maintain at its
principal administrative office, in original form or on electronic media,
adequate books and records of all claim records for Seaboard Policies and other
transactions among Seaboard Life, the Administrator, Covered Groups, and Covered
Persons, for a period of seven (7) years, or such longer or shorter period
required under applicable law. Such books and records shall be maintained in
accordance with prudent standards of insurance record-keeping. All books and
records pertaining to such transactions shall be maintained by Seaboard Life at
its offices in like fashion.

         SECTION 3.H. COMPLAINT LETTERS. The Administrator shall maintain a file
containing any letters of complaint received by the Administrator from Seaboard
Life insureds, policyholders, or service providers for a period of six (6) years
from receipt of the complaint letter, or such longer or shorter period of time
as may be required under ERISA or applicable state law.

         SECTION 3.I. UNDERWRITING. The Administrator shall conform to the
underwriting and other guidelines agreed to by Seaboard Life. The Administrator
may presume that its reasonable interpretation of Seaboard Life's underwriting
and other guidelines is acceptable to Seaboard Life and in conformance with its
guidelines unless notice to the contrary is received from Seaboard Life.
Seaboard Life expressly retains sole authority and sole discretion to establish
written underwriting guidelines for approval of applicants for coverage under
the 


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Seaboard Policies. Seaboard Life shall provide such underwriting guidelines
to the Administrator. The Administrator shall have authority to implement and
apply Seaboard Life's underwriting guidelines, but may not modify any term or
condition of any Seaboard Policy or waive any provision thereof except to the
extent required or directed by Seaboard Life. The Administrator shall refer any
questions regarding interpretation or implementation of Seaboard Life's
underwriting guidelines to Seaboard Life.

         SECTION 3.J. COMPLIANCE WITH LAW. The Administrator shall use best
efforts to become fully informed and at all times remain fully informed with
respect to all laws, regulations, and administrative rulings regarding the
subject matter of this Agreement, and shall use best efforts to ensure that all
of its actions in connection with this Agreement will be consistent with and
appropriate under all such laws, regulations, and rulings. The Administrator
shall use best efforts to ensure that all forms and policies created and
maintained by the Administrator for Seaboard Life pursuant to this Agreement are
and will be in compliance with state and federal law as well as all regulations
and administrative filings. The Administrator shall advise Seaboard Life in
writing of any contact with any regulatory authority that is other than routine
or with respect to which Seaboard Life may reasonably be expected to have an
interest. The Administrator shall resolve any doubts in favor of notifying
Seaboard Life.

         SECTION 3.K. THIRD PARTY ADMINISTRATOR REGULATIONS. In the conduct of
its business and in the performance of its obligations under this Agreement, the
Administrator shall comply with all statutes, ordinances, rules, and regulations
of any and all federal, state, and municipal regulatory authorities that are
applicable to third party administrators. If required by state law, the
Administrator shall hold a certificate of registration as a third party
administrator (or such other licenses, permits, or registrations required for
the performance of the Administrator's duties and obligations hereunder) from
the Department of Insurance or other regulatory body having jurisdiction and
post any bond required by any such regulatory body.

                                   ARTICLE IV

                             STANDARD OF PERFORMANCE

         The Administrator represents to Seaboard Life that it is experienced in
the field of group insurance administration.

                                    ARTICLE V

                           RESTRICTION ON PERFORMANCE

         SECTION 5.A. PATIENT CONFIDENTIALITY. Each party shall ensure that the
collection, review, and disposition of all Covered Person records by its
employees, agents, and representatives shall be undertaken with due regard for
rights of privacy and in accordance with all applicable patient confidentiality
laws.


                                       12
<PAGE>

         SECTION 5.B. SUBCONTRACTING. The Administrator may subcontract any of
its administrative functions, duties, or responsibilities under this Agreement;
PROVIDED, HOWEVER, that the Administrator shall not, without Seaboard Life's
written consent, subcontract the performance of any services hereunder requiring
direct Enrollee contact, except to a corporate affiliate of the Administrator.
The Administrator shall remain liable for the performance of any service
subcontracted hereunder.

         SECTION 5.C. MARKETING.

                  5.C.1 LICENSING AND FORM APPROVAL. There will be no marketing
         or issuance of Seaboard Policies in states in which Seaboard Life is
         not licensed or does not have policy form approval.

                  5.C.2 ISSUANCE AND RENEWAL. Seaboard Life may cease issuing
         and renewing coverage in a particular market or markets, in compliance
         with the notice requirements set forth in HIPAA and applicable state
         laws, provided that Seaboard Life notifies the Administrator in writing
         of such cessation on or before the earlier of (a) one hundred eighty
         (180) calendar days before such cessation, or (b) ninety (90) calendar
         days prior to the deadline for notifying employer groups or others of
         such cessation as may be imposed by HIPAA or applicable state law.
         Unless required to do so by any state regulatory authority, Seaboard
         Life may not provide notice to the Administrator under this SECTION
         5.C.2, or otherwise invoke its rights under this SECTION 5.C.2, prior
         to April 1, 1999. The decision of Seaboard Life to cease issuing or
         renewing coverage in any particular market or markets shall not affect
         the duties and the responsibilities of the Administrator as set forth
         in ARTICLE III above or as otherwise required under this Agreement.

                                   ARTICLE VI

                             AUDIT AND ACCESS RIGHTS

         SECTION 6.A. AUDIT. To the extent required by law or deemed necessary
or prudent in its complete discretion, Seaboard Life shall conduct on-site and
other audits of the books and accounts of the Administrator relating to all
transactions subject to this Agreement. Upon reasonable prior written notice,
Seaboard Life shall have the right to conduct periodic audits of Seaboard Policy
administration, including procedures relating to check controls and check stock,
at the offices of the Administrator. Seaboard Life shall have the right of
access to the Administrator's premises at any time during normal business hours
of any Business Day for such purpose. The Administrator shall exercise best
efforts to cooperate to the fullest extent in any such audits. If Seaboard Life
chooses to conduct an audit at its own offices, the Administrator shall, upon
request, ship all necessary records (or complete and accurate copies thereof) to
the designated Seaboard Life office. Seaboard Life shall reimburse the
Administrator for all copying and other costs associated with any such copying
and shipment of records. Seaboard Life shall provide the Administrator with a
written report outlining the 


                                       13
<PAGE>

findings of any audit, including a description of any operational deficiencies
or errors or omissions of the Administrator found by Seaboard Life. To the
extent any of the deficiencies and/or errors or omissions are, in the reasonable
judgment of Seaboard Life, material, Seaboard Life shall include such judgment
in its written audit report. The Administrator shall respond in writing to
Seaboard Life with respect to any alleged deficiencies, errors, or omissions
noted in the Seaboard Life audit report within thirty (30) calendar days of
receipt of such audit report. Such response shall propose corrective action for
any operating deficiencies to the extent that the Administrator has determined
that operating deficiencies exist. If the parties cannot agree with respect to a
corrective action plan, or cannot agree with respect to whether a corrective
action plan is necessary, then either party may terminate this Agreement
pursuant to SECTION 12.D below.

         SECTION 6.B. ACCESS TO RECORDS. At all times during the term of this
Agreement and following its termination for any reason, Seaboard Life shall have
access to all records of Seaboard Policies for so long as maintained by the
Administrator pursuant to SECTIONS 3.G and 3.H above. Seaboard Life shall, at
its own expense, be entitled to obtain copies of any and all such records at any
time during the term of this Agreement. Upon termination of this Agreement, as
reasonably required by Seaboard Life and at Seaboard Life expense, the
Administrator shall transfer all records relating to Seaboard Policies, to
Seaboard Life or a party designated by Seaboard Life, within a reasonable time
after termination. Notwithstanding the foregoing, the Administrator shall bear
up to TEN THOUSAND DOLLARS ($10,000) in expenses with respect to such transfer.
The Administrator may retain at its discretion copies of all or a portion of
such records, subject to the terms of this Agreement, and shall have continuing
access to such records to fulfill obligations to insured parties, claimants, and
Seaboard Life. Upon the reasonable request of Seaboard Life, and at Seaboard
Life's expense, the Administrator shall destroy all or part of the records,
except to the extent prohibited by applicable law.

                                   ARTICLE VII

                             DUTIES OF SEABOARD LIFE

         SECTION 7.A. ADMINISTRATIVE SUPPORT. Seaboard Life will provide the
Administrator with the following in connection with the Seaboard Policies:

                  1. Seaboard Life will take all steps necessary to establish
         and maintain in good standing its status as a licensed insurer.
         Seaboard Life will advise the Administrator in writing of all
         limitations under federal, state, or local authorities on its authority
         to underwrite insurance business.

                  2. Seaboard Life shall provide the Administrator with
         necessary forms for enrolling new Enrollees and maintaining Enrollee
         records. The Administrator shall arrange for, and bear the cost of,
         printing such forms on behalf of Seaboard Life.


                                       14
<PAGE>

                  3. Seaboard Life shall provide the Administrator with
         reporting guidelines needed by the Administrator for the preparation
         and filing of statutory statements required by any state regulatory
         authority. It is understood that these guidelines will change subject
         to requirements imposed by applicable regulatory authorities.

                  4. Seaboard Life shall prepare and file all tax returns
         required under state or federal law and shall pay all premium, income,
         and any other applicable taxes imposed on Seaboard Life based on
         Seaboard's receipt of revenues from the Seaboard Policies and the UHI
         Policies.

                  5. Seaboard Life shall provide the Administrator with ninety
         (90) calendar days advance written notice of any change in new business
         rates and ninety (90) calendar days advance notice of any rate changes
         for Seaboard Policies. Such notices will specify the percentage change
         in both instances.

         SECTION 7.B. INSURANCE DEPARTMENT FILINGS. Seaboard Life shall provide
to the Administrator with the form for all required booklet-certificates and
enrollment materials. The Administrator shall arrange for the printing of such
materials at the Administrator's expense.

         SECTION 7.C. CONFLICT. If there is a conflict between any guidelines or
instructions provided by Seaboard Life and this Agreement, the terms of this
Agreement shall control.

         SECTION 7.D. PRODUCT DESCRIPTIONS. Subject to Seaboard Life's prior
written consent, which consent shall not be unreasonably denied, Seaboard Life
will allow descriptions of other products offered by the Administrator through
other carriers to be included in the marketing brochures featuring Seaboard Life
products. Such consent shall be assumed if Seaboard has not objected to a
description within fifteen (15) calendar days of receipt thereof. Seaboard Life
will not use such consent right to prevent the Administrator from packaging
Seaboard Life products with those of any other carrier, provided that such
carrier has a rating equal or superior to Seaboard Life as determined by the
BEST rating system (or, if there is no BEST rating system, then a successor or
substantially similar system).

         SECTION 7.E. COMPLIANCE WITH LAW; LIABILITY. In the conduct of its
business and the performance of its obligations under this Agreement, Seaboard
Life warrants and represents to the Administrator that it is in compliance with,
and shall continue to comply with, all applicable law (including but not limited
to all state law requirements that Seaboard Life be authorized and approved to
conduct its business and to issue the Seaboard Policies). Except as otherwise
specifically provided in ARTICLE IX below, Seaboard Life shall be solely liable
for all aspects of the design and administration of the Seaboard Policies,
including but not limited to (i) agent appointment (including all fees
associated therewith), (ii) underwriting criteria, (iii) the disposition of
Seaboard Premium amounts prior to final coverage determinations, (iv) the rights
or obligations of Covered Groups, Enrollees, or Covered Persons, (v) the scope
of benefits under the Seaboard Policies, (vi) Seaboard Premium rates, (vii) the
content of participation documents, group contracts, Seaboard Policies, and
certificates, (viii) claims adjudication determinations, 


                                       15
<PAGE>

including determinations regarding whether health care services provided to a
Covered Person are covered under the applicable Seaboard Policy, (ix)
utilization review and case management criteria, (x) compliance with applicable
law related to the Seaboard Policies, (xi) the procedures applicable to
potentially fraudulent or improper billing practices, and (xii) determinations
with respect to participation in state reinsurance pools. Seaboard Life shall
provide the Administrator with written guidelines setting forth procedures
applicable to these matters. The Administrator may presume that its reasonable
interpretation of Seaboard Life's claims payment and other guidelines is
acceptable to Seaboard Life and in conformance with Seaboard Life guidelines
unless notice to the contrary is received from Seaboard Life.

         SECTION 7.F. CLAIM CORRESPONDENCE. Seaboard Life will send to the
Administrator copies of all claim correspondence that shall be necessary for the
Administrator to perform its obligations under this Agreement, and which has
been received by Seaboard Life.

         SECTION 7.G. NOTICES AND CORRESPONDENCE. Seaboard Life will promptly,
on days on which Seaboard Life is open for business, forward to the
Administrator all notices of claims and other relevant correspondence from
Covered Groups and Covered Persons that Seaboard Life may receive during the
term of this Agreement.

         SECTION 7.H. NOTICE OF CHANGES. In addition to its other notice
obligations pursuant to this Agreement, and except as provided in SECTION
3.B.1(M) hereof, Seaboard Life shall provide the Administrator with written
notice of any changes to Seaboard Life polices, procedures, guidelines,
benefits, or forms applicable to the Administrator's performance of services
hereunder, at least sixty (60) calendar days prior to the date on which Seaboard
Life requires the Administrator to implement such change.

                                  ARTICLE VIII

                                  COMPENSATION

         SECTION 8.A. SERVICE FEE. As compensation to the Administrator for the
services that the Administrator provides pursuant to this Agreement, and in
addition to the other amounts to be paid by Seaboard Life to the Administrator
hereunder, Seaboard Life shall pay the Administrator the Administrator Service
Fee calculated in accordance with the terms of EXHIBIT B attached hereto. The
Administrator may retain the Administrator Service Fee from the portion of Gross
Seaboard Premium funds it transfers to the Seaboard Premium Account pursuant to
SECTION 3.C above.

         SECTION 8.B. EXPENSES. Except as otherwise provided herein, the
Administrator's office and operational expenses are its sole responsibility.

         SECTION 8.C. ADMINISTRATION FEES. The Administrator may charge Covered
Groups, Enrollees, and/or Covered Persons additional administrative fees with
respect to certain products or services (any such fee hereinafter referred to as
an "Administration Fee"), subject 


                                       16
<PAGE>

to restrictions imposed by applicable law. The Administrator may also charge
additional fees to Covered Groups, Enrollees, and/or Covered Persons as needed
to compensate vendors.

         SECTION 8.D. START-UP EXPENSE REIMBURSEMENT. Seaboard Life agrees to
reimburse the Administrator for those expenses associated with assisting in the
creation of the Seaboard Life medical products, as well as the systems and
infrastructure needed to support those products upon implementation (such
expenses hereafter referred to as "Start-up Expenses"). Start-up Expenses will
include, but not be limited to, expenses and billable hours attributable to this
project and related to staffing and training, product development and consulting
services, marketing and promotion, systems and software, compliance, and the
creation of policy forms, rate development, and the creation of workflows and
procedures needed to support the Seaboard Policies. Reimbursement of the
Start-up Expenses shall be limited to a maximum of Two Hundred Thousand Dollars
($200,000). Pursuant to SECTION 3.C above, the Administrator may retain a
portion of any Start-up Expense to which it is entitled to reimbursement from
the portion of any Gross Seaboard Premium funds or UHI Remittance that the
Administrator transfers to the Seaboard Premium Account; PROVIDED, HOWEVER, that
for purposes of reimbursement of Start-up Expenses, the Administrator may only
retain (i) up to seventy-five percent (75%) of the Seaboard Policy Underwriting
Profit with respect to Gross Seaboard Premium for any month; and (ii) up to
seventy-five percent (75%) of the UHI/Seaboard Life Underwriting Profit with
respect to any UHI Remittance. For purpose of this Agreement, "Seaboard Policy
Underwriting Profit" shall mean an amount equal to (i) the Gross Seaboard
Premium for such month, minus (ii) the sum of the Administrator Service Fee, the
Conversion Fee Amount, the Premium Tax Amount, the Gross Claims and Adjustment
Expense, the Carrier Fee Amount, and the Claims Reserve Amount with respect to
such Gross Seaboard Premium. For purposes of this Agreement, "UHI/Seaboard Life
Underwriting Profit" shall mean an amount equal to: (i) the UHI Remittance for
such month; minus (ii) the sum of the amount to be transferred to the Reinsurer
with respect to such UHI Remittance and the Claims Reserve Amount with respect
to such UHI Remittance.

         SECTION 8.E. AGENT COMMISSIONS. On behalf of Seaboard Life, the
Administrator shall pay agent commissions owing with respect to any Gross
Seaboard Premium for which the Administrator has retained an Administrator
Service Fee.

         SECTION 8.F. CHANGES IN ADMINISTRATOR SERVICE FEE. If in any Contract
Year the Administrator determines that the aggregate Administrator Service Fee
retained by the Administrator with respect to the Gross Seaboard Premium for
such Contract Year is likely to exceed twenty-three and one-half percent (23.5%)
of the Gross Seaboard Premium for such Contract Year, then the Administrator
shall provide Seaboard Life with written notice of such potential excess, and
the parties shall negotiate in good faith to take steps that will increase the
likelihood that the aggregate Administrator Service Fee retained by the
Administrator with respect to the Gross Seaboard Premium for such Contract Year
shall not exceed twenty-three and one-half percent (23.5%) of such Gross
Seaboard Premium.


                                       17
<PAGE>

         SECTION 8.G. RECONCILIATION OF ADMINISTRATOR SERVICE FEE. The
Administrator will provide written reconciliation of the aggregate Administrator
Service Fee retained by the Administrator with respect to the Gross Seaboard
Premium for each fiscal quarter of the Administrator on or before the sixtieth
(60) calendar day following the completion of such quarter. Unless Seaboard Life
objects in writing to such written reconciliation within thirty (30) days after
the date the reconciliation is delivered to the Administrator in accordance with
this Agreement, the reconciliation shall be deemed conclusively correct for
purposes of this SECTION 8.G. If the aggregate Administrator Service Fee for the
quarter subject to such reconciliation report (the "Reported Quarter") exceeds
twenty-three and one-half percent (23.5%) of the Gross Seaboard Premium for such
Reported Quarter, then the Administrator and Seaboard Life shall negotiate in
good faith to take steps that will increase the likelihood that the aggregate
Administrator Service Fee retained by the Administrator for both the Reported
Quarter and the seven quarters subsequent to the Reported Quarter does not
exceed twenty-three and one-half percent (23.5%) of the aggregate Gross Seaboard
Premium for such quarters.

                                   ARTICLE IX

                                 INDEMNIFICATION

         SECTION 9.A. NEGLIGENCE; MISCONDUCT. The Administrator agrees to
indemnify and hold Seaboard Life harmless from any and all liability, loss,
damage, fines, punitive damages, penalties and costs, including expenses and
attorneys fees, which result from any negligence, criminal, fraudulent, or
willful misconduct in carrying out its responsibilities in accordance with the
standards set forth in this Agreement, or which result from any action which
exceeds its authority under this Agreement.

         Seaboard Life agrees to indemnify and hold the Administrator harmless
from any and all liability, loss, damage, fines, punitive damages, penalties and
costs, including expenses and attorneys fees, which result from any negligence,
criminal, fraudulent, or willful misconduct in carrying out its responsibilities
in accordance with the standards set forth in this Agreement, or which result
from any action which exceeds its authority under this Agreement.

         SECTION 9.B. ACTIONS IN ACCORDANCE WITH GUIDELINES. Seaboard Life will
indemnify the Administrator against any and all loss, damage, liability,
judgment, awards and expense, including court costs and attorneys fees resulting
from any act of any officer, employee, representative, or agent of the
Administrator which is performed reasonably in accordance with the instructions,
manuals, or guidelines agreed to by Seaboard Life and which is performed in good
faith and without gross negligence or willful misconduct.

         SECTION 9.C. LAWSUIT. In the event that the Administrator is named as a
defendant in a suit arising out of the administration of a Policy, Seaboard Life
agrees to defend and hold harmless the Administrator from the judgment, the
costs, and defense expenses of such litigation, provided that the Administrator
was acting reasonably in accordance with the 


                                       18
<PAGE>

provisions of this Agreement or the instructions manuals or guidelines of
Seaboard Life and in good faith without gross negligence or willful misconduct.

         SECTION 9.D. SEABOARD PREMIUM ACCOUNT. In addition to its other
obligations under this Agreement, Seaboard Life agrees to indemnify, defend, and
hold harmless the Administrator, and its parents, subsidiaries, affiliates,
directors, officers, agents, and employees, from and against any and all losses,
costs, claims, demands, and damages, including but not limited to attorneys'
fees, arising out of or caused by any act done or alleged to have been done by
the Administrator or Seaboard Life, or any omission made or alleged to have been
made by The Administrator or Seaboard Life, in connection with the carrying out
or performance of its respective obligations pursuant to SECTION 3.C.8 of this
Agreement or otherwise with respect to the Seaboard Premium Account, including
but not limited to any negligent action or inaction by the Administrator, or any
action or inaction by the Administrator that constitutes a breach (other than an
intentional breach) of this Agreement, or any action or inaction that is taken
or not taken at the direction or request of Seaboard Life.

                                    ARTICLE X

                               USE OF INFORMATION

         Any confidential information, including but not limited to data,
business information, technical information, legal information, specifications,
forms, computer programs and documentation, written, oral or otherwise
("Information") owned and furnished by either party ("Furnishing Party") to the
other party hereunder or in contemplation hereof shall remain the property of
the Furnishing Party. All copies of such Information in written, graphic, or
other tangible form, including computer systems, discs and tapes, shall be
returned to the Furnishing Party upon request at any time during or after the
term of this Agreement. Notwithstanding the foregoing, "Information" shall not
include information that (i) was previously known to be free of any obligation
to keep it confidential, (ii) has been or is subsequently made public, or (iii)
is required by law to be disclosed by a party. Any Information received by a
party shall be kept confidential by the party furnished such Information, and
shall be used only to carry out obligations under this Agreement or upon such
terms as may be agreed upon in writing by the Furnishing Party. The party
furnished such Information shall use best efforts to ensure that its employees,
agents, and representatives comply with the terms of this ARTICLE X. Each party
hereto acknowledges and agrees that money damages would not be a sufficient
remedy for any breach of this ARTICLE X by any party and that, in addition to
other remedies, each party shall be entitled to specific performance and
injunctive or other equitable relief for any such breach. Each party agrees to
be responsible for any breach of this ARTICLE X by any of its employees, agents,
or representatives.


                                       19
<PAGE>

                                   ARTICLE XI

                                   AMENDMENTS

         SECTION 11.A. WRITTEN INSTRUMENT. Except as otherwise provided herein,
this Agreement may not be amended except by an instrument in writing and signed
on behalf of both parties.

         SECTION 11.B. CHANGES IN LAW. If any applicable law requires the
parties to amend this Agreement, then the parties shall negotiate in good faith
to amend this Agreement in order to comply with such applicable law. If the
parties cannot reach agreement with respect to an amendment of this Agreement
pursuant to this ARTICLE XI, then either Party may terminate this Agreement
pursuant to SECTION 12.D below.


                                   ARTICLE XII

                                   TERMINATION

         SECTION 12.A. TERM AND TERMINATION. The term of this Agreement shall
commence on July 1, 1997, and shall continue in effect for five (5) years,
unless earlier terminated as set forth herein. This Agreement shall terminate on
the occurrence of any of the following events:

                  1.       by mutual consent of the parties; or

                  2.       by either party by written notice to the other party
                           upon the occurrence of fraud or embezzlement by such
                           other party.

         If Seaboard Life terminates this Agreement pursuant to this ARTICLE XII
and Seaboard Life or any successor or assignee of Seaboard Life continues to
provide coverage under the Seaboard Policies after termination, then Seaboard
Life shall pay the Administrator three percent (3%) of gross collected premium
received with respect to each Seaboard Policy in effect on the effective date of
termination, during the remaining term of such Seaboard Policy and one
additional renewal term thereof.

         SECTION 12.B. TERMINATION FOR BREACH. Should either party become aware
of a material breach of this Agreement by the other party, the non-breaching
party must notify the breaching party of the breach and provide thirty (30)
calendar days to correct such breach. This Agreement shall terminate at the
close of such thirty-day period unless the breach is cured at that time.
Notwithstanding the foregoing, if the breaching party made a reasonable effort
to cure such breach during such initial thirty-day period, the breaching party
shall have an additional thirty-day period to correct the breach. Termination
shall take effect on the last day of the additional thirty-day period if the
breach is not corrected on or before that date.


                                       20
<PAGE>

         SECTION 12.C. TERMINATION WITHOUT CAUSE. Either party may terminate
this Agreement for any reason upon fifteen months' written notice to the other
party.

         SECTION 12.D. TERMINATION UPON FAILURE TO AGREE. If the parties are
unable to reach agreement with respect to: (i) any matter set forth in SECTION
8.F, SECTION 8.G, ARTICLE XI, or EXHIBIT B of this Agreement; or (ii) any other
matter about which the parties are required to agree pursuant to this Agreement,
then either party may terminate this Agreement upon thirty (30) calendar days
notice to the other party, unless the parties reach agreement with respect to
such amendment or such matter within the thirty-day notice period.

         SECTION 12.E. SUPERVISION OF UNDERWRITING AUTHORITY. To the extent
required by applicable law, Seaboard Life shall have the right to suspend the
underwriting authority of the Administrator. Seaboard Life must fulfill any
lawful obligations with respect to policies affected by this Agreement,
regardless of any dispute between Seaboard Life and the Administrator.

                                  ARTICLE XIII

                                  MISCELLANEOUS

         SECTION 13.A. NOTICE. Any notice which may or must be sent hereunder
(i) shall be in writing, (ii) shall be given to the party to whom it is
addressed at the address set forth below, or at such other address as the party
may specify for that purpose by notice to the other party given pursuant to this
SECTION 13.A, and (iii) shall be sent by messenger, by a nationally recognized
overnight delivery service, by certified or registered U.S. Mail, or by
facsimile:

         a)       If to the Administrator:
                           HealthPlan Services, Inc.
                           Attention: Chief Counsel

                  If Delivered By Hand:
                           3501 Frontage Road
                           Tampa, Florida  33607

                  If Delivered By U.S. Mail:
                           P.O. Box 30098
                           Tampa, Florida 33630-3098

                  If Delivered By Fax:
                           813/287-6629
                           Telephone Number: (813) 289-1000

         b)       If to Seaboard Life:
                           Seaboard Life Insurance Company (USA)
                           Attention: Legal Counsel


                                       21
<PAGE>

                  If Delivered By Hand:
                           525 S. Meridian Street
                           Indianapolis, Indiana 46225

                  If Delivered By United States Mail:
                           P.O. Box 6047
                           Indianapolis, Indiana 46206-6047

                  If Delivered By Fax:
                           317/238-5584
                           Telephone Number: (317) 238-5551

Each notice, demand, or other document that is delivered in the manner described
above shall be deemed to sufficiently delivered, given, served, sent, provided,
and received for all purposes at such time as it is delivered to the addressee
(with the return receipt, delivery receipt, affidavit of messenger or, with
respect to a facsimile transmission, the answerback being conclusive, but not
exclusive, evidence of such delivery), or at such time as delivery is refused
upon presentation.

         SECTION 13.B. GOVERNING LAW. This Agreement shall be governed and
interpreted by the laws of the State of Florida.

         SECTION 13.C. ENTIRE AGREEMENT. This Agreement constitutes the entire
Agreement between the parties with respect to its subject matter and supersedes
all prior agreements on said subject matter.

         SECTION 13.D. SURVIVAL. The applicable provisions of SECTIONS 3.F.,
3.G., 3.H., 5.A. ARTICLES VI, VIII, IX, and X, SECTION 12.A, and this ARTICLE
XIII of this Agreement shall survive termination hereof for any reason.

         SECTION 13.E. OWNERSHIP OF MATERIALS. Any computer software produced by
the Administrator in connection with the performance of its services hereunder
shall be the sole property of the Administrator and shall remain the property of
the Administrator following the termination of this Agreement and all software
created by the Administrator prior to this Agreement shall remain its property.
All materials and records furnished by Seaboard Life to the Administrator and
all records related to Seaboard Life policies are to be and remain the sole
property of Seaboard Life and shall be returned to the Administrator after
termination or expiration of this Agreement within ninety (90) calendar days
after any request by the Administrator for such records. All compilations,
analyses, materials, and records furnished by the Administrator to Seaboard Life
or otherwise created by the Administrator in connection with the Seaboard
Policies are to be and remain the sole property of the Administrator and shall
be returned to Seaboard Life after termination or expiration of this Agreement
within ninety (90) calendar days after any request by Seaboard Life for such
records.


                                       22
<PAGE>

         SECTION 13.F. USE OF NAME; ADVERTISING MATERIALS. Neither party shall
use any written or oral advertising or other communication that bears the other
party's name, or any other name used by the other party to identify any services
it provides, including but not limited to any registered trademark or service
mark of the other party, without the other party's prior written consent. Such
consent shall be deemed to be given if the party from whom consent is requested
does not respond to such request within two (2) Business Days. To the extent
required by law, the Administrator shall keep a file of all advertisements used
by the Administrator in the performance of its obligations hereunder.

         SECTION 13.G. SEVERABILITY. In the event that any court of competent
jurisdiction holds that a particular provision or requirement of this Agreement
is in violation of any applicable law, such provision or requirement shall be
enforced only to the extent it is not in violation of such law or is not
otherwise unenforceable, and all other provisions and requirements of this
Agreement shall remain in full force and effect.

         SECTION 13.H. THIRD PARTY BENEFICIARIES. This Agreement shall not, and
is not intended to, confer upon any party, other than the parties hereto and
their successors and permitted assigns, any rights, remedies, obligations or
liabilities, except as expressly provided herein.

         SECTION 13.I. FORCE MAJEURE. Neither Party shall be liable for any
delay or failure to perform its obligations under this Agreement arising out of
a cause beyond its control or without its fault or negligence. Such causes may
include, but are not limited to, fires, floods, and natural disasters.

         SECTION 13.J. COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one and the same instrument.

         SECTION 13.K. EXHIBITS; ENTIRE AGREEMENT. All exhibits attached to or
referenced in this Agreement are hereby incorporated by reference into this
Agreement as if they were set forth at length in the text of this Agreement.
This Agreement constitutes the entire agreement and merges and supersedes all
prior agreements, understandings, and negotiations, both written and oral,
between the parties with respect to the subject matter of this Agreement. This
Agreement shall not be altered or amended except by an instrument in writing
executed by the authorized representatives of the parties.

         SECTION 13.L. HEADINGS. The captions and headings as set forth in this
Agreement are included for purposes of convenient reference only and shall not
affect the construction or interpretation of this Agreement.

         SECTION 13.M. NON-WAIVER. No action or failure to act by any party
hereto shall constitute a waiver of any right or duty afforded under this
Agreement, nor shall any such action or failure to act constitute an approval of
or acquiescence in any breach hereunder, except as may be specifically agreed in
writing.



                                       23
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed in duplicate to be effective as of the Effective Date.


SEABOARD LIFE INSURANCE                     HEALTHPLAN SERVICES, INC.
COMPANY (USA)


By:      /S/ MICHAEL G. APOLSKIS           By:      /S/ JEFFERY W. BAK         
     ---------------------------               --------------------------------


Title:   ASST. VICE PRESIDENT              Title:   SENIOR VICE PRESIDENT, SALES
         ---------------------------             -------------------------------
         ASSOC. GENERAL COUNSEL     
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                                LSIT OF EXHIBITS

EXHIBIT A      DEFINITIONS
EXHIBIT B      COMPENSATION


As required by applicable law, the Company will furnish supplementally any
omitted Exhibit or Schedule upon request.