EXHIBIT 10.20

                              MANAGEMENT AGREEMENT


         THIS AGREEMENT is entered into this 28th day of February, 1998 among
Midwestern United Life Insurance Company ("Midwestern"), HealthPlan Services,
Inc. ("HPS"), and Connecticut General Life Insurance Company ("CGLIC").

                                    RECITALS

         WHEREAS, effective January 1, 1998 (the "Effective Date"), Midwestern
will issue and HPS will, through its Master Broker distribution system and NML
Group Specialists (the "Distribution Force"), market the group life, AD&D, and
Health insurance policies described on Exhibit "A," and subsequently agreed upon
additional group policies (the "Group Policies"), in the states identified in
Exhibit "A";

         WHEREAS, Midwestern has entered into a definitive reinsurance agreement
attached hereto and made a part hereof as Exhibit "B" (the "Treaty") with CGLIC,
pursuant to which Midwestern will cede to CGLIC, and CGLIC will reinsure from
Midwestern, the Group Policies, on the terms and conditions set forth in the
Treaty; and

         WHEREAS, pursuant to the Treaty, CGLIC has assumed reinsurance with
respect to the ceded business (as defined in the Treaty).

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

                                    ARTICLE I
                                     PURPOSE

         The parties seek to achieve solid annual growth in in-force and new
premiums, sales, numbers of employers and insured employees, size of the
Distribution Force, profitability, business retention, overall quality, and
customer satisfaction. It is the intention of the parties to provide for the
terms under which HPS will provide marketing and field distribution as well as
administrative services for the Group Policies issued by Midwestern and
administered by HPS, and such additional policies as may be submitted for sale
and administration hereunder, and accepted by HPS, each of which shall thereupon
become a Group Policy. Midwestern and CGLIC shall at all times be and remain the
issuer and reinsurer respectively while this Agreement is in force.

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                                   ARTICLE II
                                  RELATIONSHIPS

         A. The relationship of HPS to Midwestern is that of independent
contractor and nothing in the Agreement will be construed as creating any other
relationship.

         B. Midwestern, CGLIC, and HPS acknowledge and agree that this Agreement
does not create a partnership or joint venture relationship among them. The
parties agree that none of them is assuming any liability, agreeing to pay any
amount, or undertaking performance of any task or obligation not expressly set
forth herein.

         C. CGLIC's role with respect to any and all Group Policies referred to
in this Agreement is solely that of reinsurer. Nothing contained in the
Agreement shall be deemed or construed to constitute an agreement on the part of
CGLIC to assume responsibilities of Midwestern with respect to any Group Policy
or to create any direct relationship with any policyholder, beneficiary or other
party claiming an interest thereunder. To the extent CGLIC has rights and
obligations under this Agreement that relate to such Group Policies, such rights
and obligations are in place solely for the purpose of providing the conditions
acceptable to CGLIC to assure reinsurance liabilities with respect to such Group
Policies, and in the furtherance of performance of such reinsurance liabilities.

                                   ARTICLE III
                                 REPRESENTATIONS

         A. HPS hereby represents and warrants to Midwestern and CGLIC that:

                  1. HPS is a corporation duly organized, validly existing, and
         in good standing under the laws of Florida with full power and
         authority (corporate or otherwise) to own or lease its properties and
         to conduct its business in the manner and in the places where such
         properties are owned or leased or such business is currently conducted,
         and to consummate the transactions contemplated by this Agreement. It
         is qualified or has applied to do business as a foreign corporation in
         each jurisdiction in which the Group Policies are marketed and
         distributed. For example, if required by state law, HPS shall hold or
         apply for a valid license or certificate of registration as a third
         party administrator or as a managing general agent, as applicable, from
         the Departments of Insurance or other regulatory bodies having
         jurisdiction and post any bond required by any such regulatory bodies.

                  2. The execution, delivery, and performance of this Agreement,
         and all other documents contemplated by the Agreement by or on behalf
         of HPS, have each been duly and validly authorized by HPS, and, when
         executed and delivered, this Agreement and such other documents
         executed by HPS will be a valid and binding obligation of HPS
         enforceable against HPS in accordance with their respective terms.


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                  3. The execution, delivery, and performance of this Agreement
         and other documents contemplated hereby by HPS does not, and the
         consummation of the transactions contemplated hereby will not (a)
         violate the provision of any applicable law, the Articles of
         Organization or By-Laws of HPS or (b) violate any material provision
         of, or result in a default or acceleration of any obligation under, or
         result in any change in the rights or obligations of HPS under any
         material mortgage, lien, lease, agreement, contract, instrument, order,
         arbitration award, judgment, or decree to which HPS is a party or by
         which HPS is bound, or to which any property of HPS is subject.

         B. Midwestern hereby represents and warrants to HPS and CGLIC that:

                  1. Midwestern is a corporation duly organized, validly
         existing and in good standing under the laws of the jurisdiction of its
         incorporation, with full power and authority (corporate or otherwise)
         to own or lease its properties and to conduct its business in the
         manner and in the places where such properties are owned or leased or
         such business is currently conducted, and to consummate the
         transactions contemplated by the Agreement. Midwestern is qualified to
         do business as a foreign corporation in all states except New York.

                  2. The execution, delivery, and performance of the Agreement,
         and all other documents contemplated by this Agreement by or on behalf
         of Midwestern, have each been duly and validly authorized by
         Midwestern, and, when executed and delivered, the Agreement and such
         other documents executed by Midwestern will be valid and binding
         obligations of Midwestern enforceable against Midwestern in accordance
         with their respective terms.

                  3. The execution, delivery, and performance of this Agreement
         and other documents contemplated hereby by Midwestern does not, and the
         consummation of the transactions contemplated hereby will not, violate
         any material provision of, or result in a default or acceleration of
         any obligation under, or result in any change in the rights or
         obligations of Midwestern under, any material mortgage, lien, lease,
         agreement, contract, instrument, order, arbitration award, judgment, or
         decree to which Midwestern is a party or by which Midwestern is bound,
         or to which any property of Midwestern is subject.

                                   ARTICLE IV
                                  DUTIES OF HPS

         A. HPS agrees to perform, subject to the terms of this agreement and
consistent with the reinsurance agreement and the rules and practices of
Midwestern and CGLIC, the following services for (and to the extent possible) in
Midwestern's name in all U.S. states, identified on Exhibit "A", in which the
Group Policies, and related forms, are required to be filed, have been filed and
approved:


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                  1.       MARKETING/SALES

                           (a) Provide marketing (in accordance with guidelines
                  provided by Midwestern and such other guidelines as might
                  hereafter be agreed upon by the parties) and sales services,
                  advice and strategy, including product development, product
                  promotion, creation of sales materials and the distribution of
                  products through independent agents appointed and approved by
                  HPS on behalf of Midwestern in accordance with Midwestern's
                  guidelines. Included within HPS' management responsibilities
                  relating to marketing activities will be the management of the
                  Distribution Force. In order to facilitate the delivery of
                  such services, HPS shall submit, on or before the 1st day of
                  September in each year of the Term hereof, a business plan in
                  a format agreed to by the parties consisting of relevant
                  financial and sales information. In connection with the
                  proposals contained in such business plan, Midwestern, CGLIC,
                  and HPS will establish and agree on certain goals, milestones,
                  and strategies to be targeted for attainment during the
                  calendar year following the submission date, including without
                  limitation HPS' use of any sales or marketing contests to
                  enhance the performance of HPS' producers. HPS will provide
                  the additional number of qualified marketing and sales
                  personnel dedicated exclusively (subject to Article XIV.D) to
                  Midwestern services that are, in HPS' reasonable judgment,
                  sufficient to achieve the specified goal, milestones, or
                  strategies presented. At any time in response to a material
                  change in the law, legal or business environment, Midwestern
                  and/or CGLIC may terminate HPS' authority to underwrite and/or
                  issue new or renewal policies in any state or terminate HPS'
                  authority to underwrite any sub-class of business that is the
                  subject of this Agreement.

                           (b) Develop standard forms of policies and special
                  benefit provisions, approved by Midwestern and CGLIC, for
                  issuance by Midwestern, and other desirable marketing and
                  sales forms;

                           (c) Prepare for Midwestern's and CGLIC's review and
                  approval marketing and other information materials related to
                  such policies, provisions, or forms.

                           (d) Provide forms and materials necessary for
                  enrolling new employers and employees, as well as any other
                  administrative materials needed for the proper administration
                  of the Group Policies.

                           (e) Process employer requests for participation in
                  the Multiple Employer Trust.

                           (f) HPS shall schedule and conduct regular
                  communication meetings with the dedicated marketing and sales
                  personnel and the Distribution Force to discuss service and
                  product issues. The parties may attend any product, 


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                  marketing or sales meetings, and regional sales director
                  ("RSD") meetings connected with the Group Policies.

                           (g) Provide ongoing oversight of the Distribution
                  Force; for example, production information, education, market
                  conduct and compliance.

                           (h) Provide fair and accurate advertising, sales
                  materials, and proposals approved by the parties, in
                  accordance with the Midwestern "Guidelines for Advertising
                  Marketing Materials" and in accordance with insurance
                  regulations; provide a process for the parties' approval of
                  materials prepared by Master Brokers, brokers, or agents.

                           (i) Facilitate, as applicable, in conjunction with
                  HPS' marketing of the Group Policies, life and health
                  conversion policies issued on the paper of Gerber Life
                  Insurance Company.

                  2.       BILLING, COLLECTION AND RATE SETTING

                           (a) Develop pricing methodologies and suggest rates
                  for all products, subject to Midwestern's and CGLIC's
                  approval, that in HPS' judgment will optimize the gross
                  margins on sales while achieving acceptable volume. Review and
                  make recommendations with respect to modification or
                  discontinuance of any products that in HPS' judgment may not
                  be sold profitably at competitive market rates subject to
                  Midwestern's and CGLIC's approval. HPS will perform actuarial
                  services to support its rate proposals but shall not be
                  required to perform statutory actuarial certifications on
                  Midwestern's behalf. CGLIC will provide to Midwestern an
                  actuarial certification of rates.

                           (b) Perform billing services, and arrange for the
                  collection and remittance of premiums in accordance with
                  procedures as outlined on Exhibit "C" Cash Handling and
                  Financial Settlement Procedures.

                                    (i) RECEIPT OF PREMIUM PAYMENTS. HPS shall
                           receive and credit all Premium payments made by
                           participating employers, and shall make all cash
                           adjustments for Premium refunds and other required
                           cash transfers with respect to such Premium payments.
                           Any Premium payments that are received by HPS shall
                           be deemed to have been received by Midwestern, but
                           the payment of return Premium amounts by Midwestern
                           to HPS shall not be deemed payment to an insured or
                           claimant until such payment is received by such
                           insured or claimant. Nothing in this section shall
                           limit any right of Midwestern against HPS resulting
                           from HPS' failure to make payments to Midwestern or
                           to any insured claimant.


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                                    (ii) REMITTANCE. HPS shall immediately remit
                           each Premium payment it receives from a participating
                           employer to Midwestern by depositing such payment in
                           an account through which only Midwestern premium will
                           be processed, then into an HPS account at a bank
                           selected by HPS (the "Premium Account"). HPS shall
                           have sole and exclusive authority to make withdrawals
                           from the Premium Account.

                                    (iii) RECONCILIATION. On or before noon
                           E.S.T. on the last business day of each month, HPS
                           shall deliver to Midwestern and CGLIC a
                           reconciliation report relating to Premium payments it
                           received in the Premium Account in the previous month
                           (the "Reconciliation Report"), which Reconciliation
                           Report shall set forth (i) the total amount of
                           Premium payments deposited in the Premium Account
                           during such previous month, as adjusted for Premium
                           refunds and other required cash transfers under this
                           Agreement with respect to such Premium payments (the
                           "Collected Premium"), and (ii) the Remittance Due
                           with respect to such previous month. For purposes of
                           this Agreement, "Remittance Due" shall mean, with
                           respect to any month, an amount equal to the
                           Collected Premium for such month, minus the
                           compensation provided in Article IX.A. At the time
                           that HPS delivers the Reconciliation Report to
                           Midwestern and CGLIC, HPS shall transfer, by
                           Automated Clearing House Transfer, to an account
                           specified by Midwestern and CGLIC, the Remittance Due
                           with respect to the previous month. HPS may retain
                           all interest earned on the Premium Account. HPS may
                           offset the Remittance Due to Midwestern and CGLIC for
                           each month by any amount that Midwestern and CGLIC
                           owes to HPS or that HPS owes to Midwestern and CGLIC,
                           pursuant to this Agreement. In the event of such
                           offset, HPS shall indicate the nature and amount of
                           such offset in the applicable Reconciliation Report.
                           Notwithstanding any other provisions in this section,
                           the first Reconciliation Report to be provided by HPS
                           to CGLIC and Midwestern may be provided to CGLIC and
                           Midwestern by no later than March 31, 1998.

                                    (iv) REPORTS. In addition to the
                           Reconciliation Reports described in section (iii)
                           above, HPS shall provide Midwestern and CGLIC with
                           data regarding Premium billing and remittance as are
                           reasonably required by Midwestern and CGLIC for
                           statutory and GAAP accounting, in a format and on a
                           timetable to be mutually agreed upon by the parties.
                           HPS shall maintain records of cash receipts and
                           disbursements relating to the program as required by
                           laws and regulations applicable to third party
                           administrators.

                                    (v) DEPOSITS. Any Premium payment received
                           from an employer prior to the final coverage
                           determination with respect to such 


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                           employer (any "Deposit") shall not at that time be
                           deemed to be a "Premium" for purposes of this section
                           or any other provision of this Agreement. In the
                           event that such employer is not accepted for coverage
                           under a Policy, then HPS shall return the employer's
                           undeposited check to such employer in accordance with
                           procedures reasonably required by Midwestern and
                           CGLIC.

                  3.       CLAIMS

                           (a) HPS shall provide all claims handling services,
                  including medical and limited litigation management (as
                  defined below), necessary to resolve health, life, and AD&D
                  claims presented under the Group Policies, subject to the
                  claims settlement guidelines to be agreed upon. For the
                  purposes of this contract, an Insured is defined as a person
                  who is covered for insurance under the Group Policy to whom or
                  on behalf of whom Midwestern agrees to pay benefits. Claims
                  handling services include the following:

                                    (i) HPS shall promptly process all claims
                           submitted by or on behalf of the Insured in
                           accordance with policy terms and the rights of the
                           Insured and pursuant to a claim manual, generated by
                           Midwestern and CGLIC, or any other manual or
                           procedures reviewed and approved by Midwestern and
                           CGLIC (the "Claims Manual"). All claims must be
                           reported to Midwestern and CGLIC within the period
                           set forth in Article V. HPS shall make prompt
                           payments for claims using checks drawn on a
                           Midwestern bank account designated the "Claims
                           Payment Account" established at a bank chosen by
                           Midwestern and funded by CGLIC. All interest earned
                           on monies contained in the Claims Payment Account
                           shall be for the sole use of the benefit obligations
                           arising under the Group Policies.

                           HPS shall designate in writing the names of those
                           persons it wishes Midwestern to authorize to sign
                           checks and shall provide sample signatures for
                           approval by Midwestern and CGLIC and approval will be
                           presumed if no response is given within thirty (30)
                           days. All checks shall be paid on checks or drafts as
                           authorized or specified by Midwestern. HPS shall
                           promptly notify Midwestern of any changes in the list
                           of persons so identified with check signature
                           authority. HPS shall also notify Midwestern of the
                           names of those persons responsible for the security
                           of the check stock and the signature plate, if
                           applicable. Midwestern shall have the right to sign
                           checks; however, the parties agree to cooperate to
                           the end that Midwestern shall at all times have in
                           effect designations whereby at least four (4) of HPS'
                           personnel have claims settlement and check signing
                           authority.


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                                    (ii) All HPS personnel designated as having
                           claims settlement and check signing authority
                           pursuant to Article IV.A(3)(a)(i), above, shall have
                           a maximum limit of such authority of $50,000 per
                           claim. To the extent that authority in excess of
                           $50,000 is required on a given claim, HPS will seek
                           additional authority from Midwestern and CGLIC.

                                    (iii) HPS shall receive notices of claims.

                                    (iv) HPS shall verify the eligibility of
                           claimants.

                                    (v) HPS shall calculate the amount of the
                           benefits payable in accordance with the applicable
                           Group Policy.

                                    (vi) HPS shall decline non-covered claims
                           with an appropriate explanation of the policy
                           provision(s) upon which such declination is based,
                           consistent with the policy, state law, insurance
                           regulations, and federal law.

                                    (vii) HPS shall issue benefit checks.

                                    (viii) HPS shall administer cost containment
                           measures including, but not limited to: coordination
                           of benefits, vendor reporting, utilization review,
                           case management (the last two of which may be
                           performed by a subcontractor of HPS at the cost to
                           HPS) in accordance with procedures set forth in
                           Article VI.

                                    (ix) HPS shall provide assistance as
                           requested by Midwestern to research and resolve aged
                           outstanding checks including, but not limited to,
                           making inquiries of claimants.

                                    (x) HPS shall report requests for review of
                           denied claims, rescissions, or ERISA appeals promptly
                           to Midwestern and CGLIC prior to response on all
                           issues involving the application or lack thereof of
                           federal or state regulatory requirements.

                                    (xi) HPS shall promptly review claims and
                           pay approved claims consistent with the parties'
                           written claims policy.

                                    (xii) HPS shall identify underpayments or
                           overpayments, correct underpayments, and implement
                           reasonable collection efforts for overpayments,
                           including direct recapture from the provider or
                           policyholder, recapture via reduction of future
                           payments, and/or using a vendor to collect such
                           payments.


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                                    (xiii) HPS shall report to Midwestern any
                           local, state, or federal taxes and withholding, if
                           applicable.

                                    (xiv) HPS or its designee shall produce a
                           monthly report showing the number of claims reviewed
                           for cost containment purposes and the results. All
                           claims that have the potential to exceed, on an
                           occurrence basis, $50,000 and all claims that come
                           within the parameters set forth on the ICD-9 list
                           contained in the approved claims policies shall be
                           included in the monthly report.

                                    (xv) HPS shall receive and respond promptly
                           to inquiries from the Insured regarding its benefits
                           including, but not limited to, questions concerning
                           coverage, deductibles, other financial thresholds and
                           claim status.

                                    (xvi) HPS shall monthly report complaints in
                           accordance with insurance regulations and according
                           to the format currently used by HPS or otherwise
                           reasonably requested by Midwestern.

                                    (xvii) HPS shall report on all aged and
                           unresolved claims, monthly, outlining issues
                           involved.

                                    (xviii) For purposes hereof, HPS'
                           performance of "Litigation Management" shall include
                           making recommendations as to available counsel to
                           defend, if necessary, Midwestern and/or CGLIC,
                           coordinating with such counsel at the initial stage
                           of litigation to ensure that counsel has received
                           copies of the complaint and other relative documents,
                           ensuring that HPS personnel are available, if
                           necessary, to serve as witnesses in connection with
                           the litigation, and otherwise reasonably assisting
                           Midwestern and/or CGLIC as necessary in connection
                           with such defense. Notwithstanding anything contained
                           herein to the contrary, HPS shall not make decisions
                           for or on behalf of Midwestern and/or CGLIC in
                           connection with such litigation, which decisions will
                           be made by the appropriate party/defendant. HPS shall
                           report to Midwestern and CGLIC on a monthly basis the
                           status of all unresolved litigation.

                           (b) HPS will submit reports and data on its
                  activities in a form, medium, and time frame agreed upon by
                  Midwestern, CGLIC, and HPS. The reports shall include, but not
                  be limited to, those details as specified by Midwestern and of
                  each check issued within one (1) week of its issuance.

                  If Midwestern and/or CGLIC notify HPS that such report data is
                  unacceptable because of the form in which data are submitted
                  or the need for further information or clarification, HPS will
                  make every effort to resubmit the data 


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                  specified as unacceptable within twenty-four (24) hours of the
                  notice but in no event later than ten (10) days after HPS'
                  receipt of such notice. If Midwestern and CGLIC change their
                  required format for data reporting, HPS will comply with such
                  changes upon notification from Midwestern and/or CGLIC,
                  provided that such changes do not result in unreasonable
                  costs. HPS shall also respond to such other requests for
                  reports and data as Midwestern and CGLIC shall reasonably
                  request.

                           (c) HPS will permit representatives of Midwestern
                  and/or CGLIC or state insurance department to audit and
                  inspect files and record, and review practices regarding Group
                  Policy business. HPS shall cooperate to the fullest extent in
                  such audits, the cost of which shall be borne by Midwestern
                  and CGLIC; however, in no event shall Midwestern and CGLIC be
                  responsible for HPS' costs relating to labor, legal,
                  accounting, and the like which are incurred by HPS in the
                  normal course of business in assisting or cooperating with
                  such audits.

                           (d) Each quarter during the term, HPS will conduct a
                  quality assurance review, in accordance with quality assurance
                  criteria specified by Midwestern and CGLIC and prepare a
                  report of the results of the review by the 15th day of the
                  month following the end of such quarter. The number of claims
                  reviewed and reported shall be no less than ten (10) claims
                  per claims processor assigned to process claims under the
                  Agreement. The claims reviewed shall represent a normal cross
                  section of the claims processed.

                           (e) HPS may arrange to have checks printed. All
                  checks, regardless of vendor, shall be tested and approved by
                  HPS. The parties contemplate that checks may eventually be
                  prepared by laser print.

                           (f) HPS shall employ security and internal control
                  procedures that meet with generally accepted and reasonably
                  prudent standards concerning the handling of checks and
                  drafts. HPS shall immediately report to Midwestern and CGLIC
                  any loss or destruction of checks or any unauthorized use of
                  checks.

                           (g) HPS shall maintain fidelity coverage, including
                  bonding of employees, in a reasonable amount. Such fidelity
                  coverage shall have a maximum deductible of $100,000 per
                  occurrence, or $500,000 in the aggregate, and shall have, at
                  minimum, limits of $5,000,000 per occurrence, $10,000,000 in
                  the aggregate. A certificate of insurance evidencing such
                  coverage shall be provided to Midwestern and CGLIC at least
                  annually. Midwestern and CGLIC expressly acknowledge that in
                  accordance with such policy, HPS is the first named insured.
                  Accordingly, any losses or payments received by HPS shall be
                  forwarded to Midwestern and CGLIC to the extent of their
                  respective interests Said policy shall provide that it cannot
                  be canceled or materially modified except on thirty (30) days
                  prior written notice to Midwestern and CGLIC.


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                  HPS shall also maintain an errors and omissions liability
                  policy in a reasonable amount providing for indemnification to
                  cover any loss arising as a result of any real or alleged
                  negligence on the part of HPS, its officers, agents, or
                  employees under this Agreement. Such errors and omissions
                  coverage shall have a maximum deductible of $100,000 per
                  occurrence, or $500,000 in the aggregate, and shall have, at
                  minimum, limits of $6,000,000 per occurrence, $10,000,000 in
                  the aggregate. HPS shall cause the issuer of said policy to
                  deliver to Midwestern and CGLIC a certificate evidencing such
                  coverage to Midwestern at least annually. Said policy shall
                  provide that it cannot be canceled or materially modified
                  except on thirty (30) days prior written notice to Midwestern
                  and CGLIC.

                           (h) HPS shall notify Midwestern and CGLIC, in a
                  format reasonably acceptable to them, of claims (i) that have
                  incurred expenses in excess of $10,000 and arise from an ICD-9
                  code; (ii) that have been pending for more than three (3)
                  months; (iii) referred for case management; (iv) that involve
                  an attorney whether or not legal proceedings have been
                  initiated; (v) that involve a complaint or potential action by
                  a regulatory agency; and (vi) that may involve rescission of
                  coverage. Midwestern and CGLIC reserve the right to request
                  claim files.

                           (i) HPS or a subcontractor of its choosing shall
                  pursue on behalf of Midwestern and CGLIC all subrogation and
                  loss transfer opportunities, where applicable, at the cost to
                  HPS, and shall credit Midwestern with collected net proceeds,
                  if any.

                  4.       ELIGIBILITY AND UNDERWRITING

                           (a) HPS shall verify eligibility and underwrite all
                  employers and their covered employees and dependents in
                  accordance with such underwriting guidelines as will hereafter
                  be promulgated by Midwestern and CGLIC and in accordance with
                  Midwestern's reasonable and lawful instructions or as required
                  by state or federal law or regulation. Midwestern and CGLIC
                  will retain ultimate underwriting authority. HPS will make
                  underwriting decisions in accordance with each criteria set
                  forth in the underwriting guidelines promulgated by Midwestern
                  and CGLIC, which will include levels of expected
                  profitability.

                           (b) HPS shall perform the risk selection process
                  including, but not limited to, completion of underwriting
                  questionnaires, and making underwriting recommendations.


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                           (c) HPS shall process non-renewals, cancellations,
                  and renewals, following guidelines approved by, or
                  instructions from, Midwestern and CGLIC.

                           (d) Pursuant to Article VII, Midwestern and CGLIC
                  reserve the right to audit, on a monthly basis, HPS'
                  underwriting decisions and shall retain the right to modify
                  the applicable criteria from time to time upon reasonable
                  advance written notice to HPS.

                           (e) Midwestern and/or CGLIC shall retain the right to
                  cancel or non-renew any policy of insurance where permitted by
                  law. In the event, of such cancellation or non-renewal,
                  Midwestern and CGLIC will agree to discuss whether such
                  cancellation or non-renewal warrants an increase in HPS'
                  compensation hereunder. Such discussions, which in no way
                  shall be binding, shall only take place if the remaining
                  subject business was profitable to Midwestern and CGLIC over
                  the previous twelve months prior to HPS' request for an
                  increase in compensation.

                           (f) HPS shall not issue or renew on behalf of
                  Midwestern any insurance which is not covered by reinsurance.

                  5.       ADMINISTRATIVE SERVICES

                           (a) HPS shall perform necessary and desirable
                  customer services, including but not limited to responding to
                  calls concerning benefits, underwriting status, billing, and
                  claim eligibility, to insureds and agents in the name of
                  Midwestern, in compliance with all applicable insurance
                  department requirements, and preparing timely responses to
                  complaints other than litigation, which is separately
                  addressed herein.

                           (b) HPS shall process appointments ensuring that all
                  agents and enrollers are properly licensed for states in which
                  products are solicited and that appropriate agent appointment
                  information is provided to Midwestern and CGLIC in a timely
                  fashion. HPS will pay and is solely and exclusively
                  responsible for all Distribution Force compensation (and any
                  expense reimbursement). Midwestern has no compensation or
                  expense reimbursement liability or responsibility of any kind
                  to the Distribution Force. For the periods during which HPS is
                  receiving compensation pursuant to Article IX hereof, HPS
                  indemnifies and holds the parties harmless from any claim or
                  liability from the Field Force, but only to the extent that
                  such claim or liability relates to field force compensation or
                  expense reimbursement, including, without limitation, costs,
                  expenses, and attorneys fees. "Compensation" shall also
                  include, without limitation, any benefits and awards. There is
                  no compensation to HPS from Midwestern other than the
                  compensation described in Article IX. HPS will 


                                       12
<PAGE>

                  prepare and distribute HPS service fee statements and HPS
                  checks to Master Brokers and Agents.

                           (c) HPS is not responsible for paying agent initial
                  or renewal appointment fees, but HPS is responsible for paying
                  all costs associated with investigations and background checks
                  performed, including those performed on all new Master Brokers
                  and Agents not affiliated with HPS on January 1, 1998.

                           (d) HPS shall process enrollment of new employees as
                  they become eligible and maintain employment records.

                           (e) HPS shall issue and deliver all policies,
                  certificates, and any other related forms.

                           (f) HPS shall perform any other general services
                  required for the efficient marketing and administration of the
                  insurance provided under the Group Policies as may be agreed
                  to by the parties and in accordance with law.

                           (g) HPS shall supply data to assist Midwestern and
                  CGLIC in supporting its statutory accounting, GAAP accounting,
                  and tax accounting statements and/or returns, agent licensing
                  and statistical reports, production reports, and field
                  oversight reports, which reports will contain such items as
                  "Earned Premium," "Paid Claims," "Loss Reserve Calculation,"
                  "Incurred Claims," and such other necessary information as the
                  parties may reasonably request.

                           (h) HPS shall furnish Midwestern and CGLIC with such
                  other reports as Midwestern and/or CGLIC may reasonably
                  request from time to time.

                           (i) HPS shall provide, operate, maintain and manage
                  all data and software systems necessary, timely, and
                  accurately with mutually acceptable formats, to collect,
                  process, systems and electronic interfaces, and report
                  Midwestern's Group Policies, underwriting, claims, and
                  marketing information. HPS system upgrades shall be made from
                  time to time during the term of this Agreement, at the expense
                  of HPS, to optimize the processing of Group Policy data and
                  servicing of Group Policies and electronic interfacing between
                  the three parties and accommodate laws, regulations and
                  compliance. Such systems should include appropriate security
                  and back up systems and off site data backup and business
                  continuation so that all data is protected from electrical or
                  computer failure or interruptions, as well as periodic copying
                  and off line storage of data. HPS is responsible for ensuring
                  that all data and software systems will be compliant with
                  "year 2000" requirements by no later than June 30, 1999. Year
                  2000 readiness includes but is not limited to the following:
                  that operating systems, application software, and computer
                  hardware execute correctly with "run dates" both prior to and
                  after the year 2000; that no date 


                                       13
<PAGE>

                  value will cause interruptions in computer operations,
                  equipment, or hardware for dates that span across year end or
                  century end; that application software produces accurate
                  results from all calculations, manipulations, and comparisons
                  involving dates; that leap year logic accurately identifies
                  and processes the year 2000 as a leap year; that data is
                  maintained in a format which is accurately portrayed in a
                  format acceptable to other year 2000 compliant users of the
                  data.

                           (j) HPS shall provide all computer produced and
                  manually produced forms required e.g., for policy issuance
                  (including those to be used for policy billing, cancellation
                  notices, reinstatements, certificates of insurance, etc.),
                  claims management, and general correspondence.

                           (k) If "Group Policies" are issued to a multiple
                  employer trust, HPS shall serve as the trust administrator.

                           (l) HPS is responsible, subject to Midwestern and
                  CGLIC's prior approval, to make arrangements for utilization
                  management and case management services. HPS will ensure that
                  these entities and individuals have, subject to HPS due
                  diligence, all the necessary credentials, state licenses,
                  certificates, or registrations.

                           (m) HPS is responsible, subject to Midwestern's and
                  CGLIC's prior financial approval, for identifying and making
                  arrangements with appropriate "provider networks" and
                  negotiating financial applicable discounts for health care
                  services delivered through those networks. The parties shall
                  discuss appropriate network selection and oversight criteria.
                  HPS shall make best efforts to assure that all network
                  contracts include indemnity and hold harmless provisions in
                  favor of HPS and Midwestern for liabilities arising from
                  provider services.

                           (n) HPS is responsible for issuing certifications of
                  prior coverage as required by law or regulation to terminating
                  employees and/or dependents covered under Group Policies.

                           (o) HPS shall bear the cost of establishing and
                  maintaining the trust to which group master policies are
                  issued for the Group Policies.

                           (p) HPS shall issue the necessary group master
                  policies and updates in the trust.

                  6.       COMPLIANCE

                           (a) All marketing, distribution, and administrative
                  services provided by HPS and its Distribution Force and all
                  services provided by HPS under this Agreement shall be
                  rendered in compliance with all life and health insurance 


                                       14
<PAGE>

                  laws or regulations of any state in the United States and
                  applicable federal laws or regulations presently or
                  hereinafter in effect. It is HPS' responsibility to update and
                  implement in a timely manner the practices, procedures,
                  benefits, data processing systems and policy production and
                  claim facilities as necessary to maintain compliance with
                  applicable regulations and laws to enable Midwestern to remain
                  current with regulatory changes as they occur. Costs arising
                  as a result of such duties shall be borne by HPS.

                           (b) HPS shall provide Midwestern with copies of its
                  Annual Report, Form 10-K, Form 10-Q, and such other Securities
                  and Exchange Commission filings as are publicly available,
                  including press releases.

                           (c) Upon two hundred forty (240) days advance written
                  notification (inclusive of applicable department of insurance
                  notification) given by CGLIC and/or Midwestern to HPS of
                  either CGLIC's or Midwestern's desire to withdraw in whole or
                  in part from the issuance by Midwestern of, or CGLIC's
                  reinsurance of, any or all Group Policies from any
                  jurisdiction, HPS will take all necessary steps to implement
                  the withdrawal of the identified business from that
                  jurisdiction in accordance with statutory and federal
                  requirements.

                           (d) HPS is responsible for any regulatory filing and
                  licensing (but HPS will be reimbursed for agent appointment,
                  renewal, or termination fees actually paid) related to
                  marketing the Group Policies, including but not limited to
                  registration of PPO networks, small employer reinsurance pool
                  participation. HPS, on Midwestern's behalf, shall file such
                  policies, certificates, booklets, booklet-certificates, rates,
                  rate manuals, advertising, actuarial-certificates, provisions,
                  or forms and other materials with appropriate regulatory
                  authorities. HPS also shall monitor relevant legislative and
                  regulatory activity and implement in a timely manner when
                  changes are required in policy forms. HPS is responsible to
                  make the necessary changes with Midwestern's and CGLIC's prior
                  approval and file such changes with the appropriate regulatory
                  authorities as necessary. To the extent that Midwestern and
                  CGLIC incur any penalties, assessments, or liabilities by
                  state or federal government action as a result of HPS' failure
                  to timely notify Midwestern and CGLIC of any such legislative
                  or regulatory changes and HPS' failure to act in good faith,
                  HPS shall indemnify Midwestern and CGLIC for those penalties,
                  assessments, or liabilities and related expenses, costs and
                  attorneys' fees.

                           (e) HPS is responsible for maintaining files and
                  records for completing and submitting information requested by
                  regulatory authorities on behalf of Midwestern or, otherwise
                  required to be maintained including but not limited to
                  advertising files.

                           (f) HPS will cooperate fully in the event that
                  Midwestern is involved in a regulatory authority examination.


                                       15
<PAGE>

                           (g) HPS on behalf of Midwestern shall file or provide
                  minimum benefits in all states where policies are solicited,
                  subject to the filing requirements in each state.

                           (h) HPS is responsible for its tax information at
                  source reporting such as 1099s, including, for example,
                  payments to its Distribution Force and to the providers.

         B. HPS shall deliver to policyholders, participant employers, or
insurers any policies, certificates, booklets, booklet-certificates, termination
notices, or other written communications including, without limitation, current
or future regulatory-mandated forms and such other documents as might be
requested by Midwestern and/or CGLIC.

         C. If any notice of the commencement of any legal proceeding involving
any Midwestern insured, Midwestern, or CGLIC is received by HPS, or if it
receives any communication from any Insurance Department or other administrative
agency or any other person relating to a complaint by a Midwestern insured or
relating to a hearing involving any Midwestern or CGLIC insurance practice, HPS
shall advise Midwestern and CGLIC of the proceeding within five (5) business
days of receipt by HPS. HPS shall immediately thereafter forward copies of any
correspondence or necessary files in its possession to Midwestern and/or CGLIC
for determination of appropriate handling.

         D. If any notice of the commencement of any legal proceeding involving
HPS is received by Midwestern, or Midwestern receives any communication from any
Insurance Department or other administrative agency or any other person relating
to a complaint against HPS or relating to a hearing involving HPS, Midwestern
shall advise HPS of the proceeding within five (5) business days of receipt by
Midwestern. Midwestern shall immediately thereafter forward any copies of
necessary correspondence or files in its possession to HPS.

         E. HPS shall conform to all underwriting standards as will hereafter be
adopted by Midwestern and/or CGLIC and all other standards agreed to between the
parties after consultations, but if agreement cannot be reached, HPS agrees to
act in accordance with the reasonable and lawful directions of Midwestern and
CGLIC. HPS may presume that its underwriting and other standards, previously
reviewed by CGLIC, are acceptable to Midwestern until written notice to the
contrary is received from Midwestern and/or CGLIC.

         F. HPS acknowledges that Midwestern has responsibilities respecting
Group Policies marketing, distribution, claims, administration, regulatory
compliance and market conduct of the Distribution Force. Further, Midwestern has
obligations under its reinsurance treaty with CGLIC respecting the Group
Policies. The purpose of this agreement is for HPS to undertake and perform
directly these responsibilities. Notwithstanding anything in this agreement to
the contrary, HPS will perform Midwestern's foregoing responsibilities and
treaty requirements. To the extent that the terms and conditions of the
following articles and exhibits of the Treaty conflict with any provision of
this Agreement, the terms of this 


                                       16
<PAGE>

Agreement shall control: Articles IX, X, XI, XII, XIII, XV, and XVIII; Exhibits
A, B, C, D, E, and F.

         G.       HPS shall not:

                  1. Bind reinsurance or retrocession on behalf of Midwestern;

                  2. Commit Midwestern to participate in insurance or
         reinsurance syndicates;

                  3. Without Midwestern's and CGLIC's prior approval, pay or
         commit Midwestern to pay a claim over an amount which would exceed
         $50,000;

                  4. Collect any payment from a reinsurer or commit Midwestern
         to any claim settlement with a reinsurer without prior approval of
         Midwestern.;

                  5. Permit any Distribution Force member to serve on HPS' board
of directors;

                  6. Jointly employ any individual who is employed with
         Midwestern;

                  7. Appoint a sub-agent pursuant to the applicable MGA
         statutes;

                  8. Borrow money or incur debts or liabilities on behalf of
         Midwestern;

                  9. Employ persons on behalf of Midwestern; or

                  10. Except as otherwise provided herein, enter into any
         contract in Midwestern's name without Midwestern's prior approval.

         H. MARKET CONDUCT: HPS will maintain a market conduct and compliance
function to provide communications, enforcement, legislative and regulatory
updates, and implementation, education, and focus on quality. The HPS market
conduct and compliance function should report to HPS' General Counsel. In
connection with such function, HPS shall, for example:

                  1. Conduct regular on site visits (including compliance and
         market conduct reviews) of Master Broker offices at least quarterly
         (and Midwestern may participate in such visits);

                  2. Ensure that members of the Distribution Force are
         performing consistently with their contracts with HPS and, in
         particular, the HPS Code of Conduct, all as approved by Midwestern;


                                       17
<PAGE>

                  3. To enforce Master Broker market conduct and oversight over
         their assigned agents; for example, as outlined in this HPS Code of
         Conduct;

                  4. Regularly review agent recruitment work flows and
         practices, agent training, content and use of HPS materials
         comprehension and use of the quoting system, and the presentation of
         HPS products;

                  5. Review a random sample of new business case files to
         evaluate the entire proposal, sales and enrollment process, and
         correspondence from the quote through the issue and delivery process
         (including, but not limited to, reviewing the new business checklist,
         required documentation, and the quality of the HPS case submissions);

                  6. Review a random sample of renewal cases to ensure the
         completion of the process and documentation;

                  7. Otherwise, keep the Distribution Force current of such
         industry and company-specific regulation and practices of the parties
         as are appropriate under the circumstances; and

                  8. For all new Master Brokers, utilize the Distribution Force
         Code of Conduct Agreements attached hereto as Composite Exhibit "D."
         Existing Master Brokers use their existing Master Broker Contract and
         signed Master Broker Code of Conduct.

                                    ARTICLE V
                             STANDARD OF PERFORMANCE

         HPS represents to Midwestern that it is well qualified and experienced
in the field of group health, life, and AD&D insurance marketing and
administration and that HPS will perform its obligations hereunder in a proper
and timely manner, in good faith, and in the best interests of Midwestern and
its reinsurers.

         HPS agrees to certain minimum performance standards as are identified
below and to adhere to such other standards that might reasonably be hereafter
propounded by Midwestern and for CGLIC:

         A. CLAIM SERVICE

                  1. Accuracy Dollars Paid: 98% shall be paid accurately;

                  2. Turnaround Time: 95% of completed claims shall be processed
         within ten (10) working days of receipt;


                                       18
<PAGE>

                  3. Accuracy of procedural processing: 95% of field data shall
         be entered accurately; Data Fields measured include charge entered,
         ICD-9 diagnosis, CPT4 service codes, Cause codes, etc.;

                  4. Work-on-hand shall not exceed twenty (20) business days;

                  5. Complaints and lawsuits: Midwestern and CGLIC to be
         notified with five (5) days of HPS' receipt;

                  6. Unresolved claims and complaints responded to within thirty
         (30) days.

         B.       ADMINISTRATION

                  1. Telephone calls: 80% shall be answered by customer service
         within forty-five (45) seconds;

                  2. Abandonment Rates: no more than 5% during any period
         audited;

                  3. Response to Telephone Inquiries: 95% within two (2) working
         days;

                  4. Response to Written Inquiries: 80% within ten (10) working
         days, 100% within fifteen (15) working days of receipt.

                  5. New Case Analysis: 95% of new case submissions shall be
         reviewed within three (3) working days of receipt, and 100% of new case
         submissions shall be reviewed within five (5) days of receipt.

                  6. New Case Administration: 90% of new sold cases shall be
         processed within five (5) days of date sold; "sold date" calculated as
         the date on which rate quotation has been accepted by the group and all
         relevant information has been received by HPS;

                  7. Certificate Issuance: 90% of certificates and
         identification cards, as applicable, shall be mailed within fifteen
         (15) days after the issued date or renewal date;

                  8. Enrollment changes: 95% of changes in enrollment status
         shall be processed within five (5) working days after requested change
         is received;

                  9. Response to department of insurance complaints within
applicable time frame.

         C. PENALTIES. HPS shall perform services under this Agreement in
accordance with the standards set forth in this Article V. Failure to meet such
standards for circumstances within the control of HPS may result in the
penalties specified herein for each standard. Compliance with these standards
shall be measured by review of the documentation maintained 


                                       19
<PAGE>

and reported by HPS and such periodic audits as Midwestern and/or CGLIC may
conduct in accordance with this Agreement. Effective July 1, 1998, the following
penalties shall apply for noncompliance with the above performance standards:

                  1. Claim Service -- failure to achieve compliance with 2 out
          of 6 of the requirements set forth in Article V.A. above shall result
          in a penalty of 3.0% of HPS' compensation (defined to include only
          HPS' 8.7% portion of the compensation referred to in Article IX) for
          the month reviewed.

                  2. Administration -- failure to achieve compliance with 3 out
          of 9 of the requirements set forth in Article V.B. above shall result
          in a penalty of 1.5% of HPS' compensation (defined to include only
          HPS' 8.7% portion of the compensation referred to in Article IX) for
          the month reviewed.

                  3. The parties expressly acknowledge that penalties shall not
         be effective until the quarter commencing July 1, 1998. Within thirty
         (30) days after the end of such quarter and of each quarter thereafter,
         Midwestern and/or CGLIC shall submit to HPS its proposed penalty for
         each month during such quarter, in accordance with the formulas
         established above. Within ten (10) days after its receipt of such
         proposed penalty, HPS may submit a response to rebut Midwestern's
         and/or CGLIC's findings and/or submit additional information that may
         affect the results of the review. Within ten (10) days after its
         receipt of HPS' submissions, Midwestern and/or CGLIC shall, in its sole
         discretion, deliver the final penalty assessment to HPS, which shall be
         paid in accordance with the procedures established in Article IV.A.2(b)
         and reflected in the Reconciliation Report prepared by HPS.

                  4. Notwithstanding anything contained herein to the contrary,
         in no event shall the sum of all penalties assessed against HPS exceed
         Thirty Thousand Dollars ($30,000) for any month or Three Hundred
         Thousand Dollars ($300,000) for any 12 month period commencing July 1,
         1998; nor shall HPS pay duplicate penalties to Midwestern and/or CGLIC.

                  5. To the extent penalties are assessed in a breach of
         contract action or arbitration or otherwise related to failure to meet
         performance standards in connection herewith, such damages will be
         reduced by the dollar amount of any penalties that have been imposed
         under this Article V.

                                   ARTICLE VI
                           RESTRICTION ON PERFORMANCE

         A. The parties agree that all Insured's and Insurers' records shall be
processed with due regard for rights to privacy and confidentiality.

         B. HPS will not subcontract any of its management or administrative
functions, duties, or responsibilities without prior written approval by
Midwestern and CGLIC, which 


                                       20
<PAGE>

approval Midwestern and CGLIC shall not unreasonably withheld. Outside vendors
retained by HPS to provide goods or render services, excluding professional,
legal, or accounting services, in connection with the Group Policies shall be
subject to Midwestern's and CGLIC's prior approval, which shall not unreasonably
be withheld. Subcontracting does not relieve HPS of its responsibilities or
liabilities under this Agreement. In the event Midwestern and CGLIC, in their
reasonable discretion, determining that any specific vendor or sub-contracted
function is critical to the performance of this Agreement by HPS, Midwestern and
CGLIC may require HPS to establish a back-up contingency plan to assure
continuing fulfillment of such critical function, which plan must be
satisfactory to Midwestern and CGLIC. Notwithstanding anything contained herein
to the contrary, Midwestern and CGLIC acknowledge and accept that HPS may
subcontract in the name of HPS its care management and utilization review
responsibilities to other entities, consistent herewith.

         C. HPS shall continue to maintain an appropriate disaster recovery
plan.

                                   ARTICLE VII
                             AUDIT AND ACCESS RIGHTS

         A. Upon reasonable prior written notice, or upon such notice as is
otherwise specified herein, and at their expense (such expenses not to include
HPS' labor, legal, accounting costs, and the like), Midwestern and/or CGLIC or
their agents shall have the right to conduct periodic audits of HPS' Group
Policy administration, underwriting, marketing, compliance, market conduct, and
claim operations at the offices of HPS, and Midwestern and/or CGLIC shall have
the right of access to HPS' premises during normal business hours for such
purpose. If Midwestern and/or CGLIC choose to conduct an audit at their own
offices, HPS shall, upon request, ship all necessary records (or complete and
accurate copies thereof) to the designated Midwestern or CGLIC office, at the
expense of Midwestern or CGLIC.

         B. At all times during the term of this Agreement and following its
termination for any reason, Midwestern and/or CGLIC shall have access to all
records of Group Policies of Midwestern for so long as they are maintained by
HPS pursuant to Article IV, Sections G and H. Midwestern and/or CGLIC shall, at
their own expense, be entitled to obtain copies of any and all such records.

         C. Commencing as of the Effective Date, HPS shall maintain its books,
records, and files that relate to this Agreement, the business administered
hereunder, or any claim (collectively, "Records") in accordance with all laws,
guidelines, regulations and accounting and audit to the extent that HPS
possesses such data. The Records shall at all times remain the property of
Midwestern.



                                       21
<PAGE>

                                  ARTICLE VIII
                              DUTIES OF MIDWESTERN

         A. Midwestern, in connection with the Group Policy administration
provided by HPS hereunder, agrees as follows:

                  1. Midwestern shall, upon request of HPS, review and approve
         forms and materials needed to enroll new employers and new employees
         and maintain employee records.

                  2. Midwestern will provide ninety (90) days advance written
         notice to HPS of any change in new business rates and ninety (90) days
         advance notice of any rate changes for Group Policies, and such notices
         will specify the percentage change in both instances. Midwestern
         acknowledges that it must provide one hundred twenty (120) days advance
         written notice of any material changes to the program, where "material
         change" is defined to include changes requiring computer programming
         amendments or reprinting of marketing and supporting materials.

                  3. Midwestern will take all steps necessary to establish and
         maintain in good standing its status as a licensed insurer in all
         states except New York, except that HPS shall provide such information
         and assistance regarding HPS' duties and responsibilities hereunder
         that may be helpful in connection with Midwestern's obtaining and
         maintaining a license to issue life and health insurance policies and
         to perform related activities. Midwestern will advise HPS in writing of
         all limitations under federal, state, or local authorities on its
         authority to underwrite insurance business (after Midwestern becomes
         aware of any such limitations).

                  4. Midwestern shall prepare and file all federal, state, and
         local income tax returns required to be filed by it with data supplied
         to Midwestern by HPS.

                  5. Midwestern shall prepare and file securities filings or
         statutory statements required by any state regulatory authority with
         data supplied to Midwestern by HPS.

                  6. Midwestern shall make premium tax returns, and any other
         applicable taxes, imposed on Midwestern in connection with Midwestern's
         receipt of revenues from the Group Policies with data supplied to
         Midwestern by HPS.

                  7. Midwestern will make best efforts to assure that all
         policies or certificates issued contain appropriate disclaimers of any
         liabilities arising from provider services.

         B. If there arises any conflict between any guidelines or instructions
provided by Midwestern, CGLIC, and HPS and this Agreement, the terms of this
Agreement shall control.


                                       22
<PAGE>

                                   ARTICLE IX
                                  COMPENSATION

         A. HPS will receive as it sole and exclusive compensation from
Midwestern and CGLIC a fee and Distribution Force appointment, renewal, and
termination fees actually paid and received by Midwestern under the Treaty. The
fee is equal to 23.7% of the Net Monthly Premiums collected with respect to
Group Policies. For purposes of this Agreement, "Net Monthly Premiums" shall
mean the gross amount of all premiums received by HPS on behalf of Midwestern
with respect to the Group Policies during any calendar month during the Term (or
a fraction thereof at the beginning and termination of the Term), less the
amount of any return premiums or premium adjustments given or remitted to Group
policyholders during such period. At such time as the annual gross premium
connected herewith is less than $80 million or exceeds $200 million, the parties
shall engage in discussions, which in no way shall be binding, concerning HPS'
compensation hereunder.

         B. HPS may charge, and retain for its own account, employers and/or
policyholders additional administrative fees, including late fees and NSF fees,
with respect to certain products or services, provided the amount and scope of
such administrative fees are in compliance with state regulations and, if
required by law, that the rate filing accommodates the inclusion of such fees.
Any future changes to such additional administrative fees must be approved by
Midwestern and CGLIC.

         C. Subject to the restrictions set forth in Article IV.A(1)(a) --
including, without limitation, the requirement that HPS secure Midwestern's and
CGLIC's prior approval of all marketing activities -- HPS shall be solely
responsible for all Distribution Force fees, costs and expense incurred by HPS
in connection with the services provided hereunder including, without
limitation, special production incentive costs which Midwestern and CGLIC have
not specifically agreed in advance to pay or share in and all of HPS' own
license and appointment costs.

         D. The compensation defined under this Article covers all expenditures
of HPS for services defined in the Agreement, including but not limited to HPS'
administration costs, marketing and sales costs, underwriting and issuing of
policies, Distribution Force compensation and expenses, computer systems
(including software), agent due diligence (in accordance with Article
IV.A(5)(c)), accounting, claims, administration, legal, personnel, compliance,
market conduct, and other direct and indirect expenses for marketing, sales, and
administration of Midwestern Group Policies.

                                    ARTICLE X
                                 INDEMNIFICATION

         A. 1. Notwithstanding any other provision in this Agreement, HPS agrees
to indemnify, defend, and hold Midwestern and CGLIC harmless from all liability,
loss, damage, judgments, magnified or punitive damages, penalties and costs,
including expenses and 


                                       23
<PAGE>

reasonable attorney fees, which result from any negligence or misconduct in
breach of this Agreement in performing HPS' obligations under this Agreement.

         2. Midwestern agrees to indemnify, defend, and hold HPS harmless from
all liability, loss, damage, judgments, magnified, or punitive damages,
penalties and costs, including expenses and reasonable attorneys fees, which
result from any negligence or misconduct in breach of this Agreement in
performing Midwestern's obligations under this Agreement.

         3. CGLIC agrees to indemnify, defend, and hold HPS harmless from all
liability, loss, damage, judgments, magnified, or punitive damages, penalties
and costs, including expenses and reasonable attorneys fees, which result from
any negligence or misconduct in breach of this Agreement in performing its
obligations under this Agreement.

         4. CGLIC agrees to indemnify, defend, and hold Midwestern harmless from
all liability, loss, damage, judgments, magnified, or punitive damages,
penalties and costs, including expenses and attorneys fees, which result from
any negligence, lack of good faith, breach of this Agreement or the Treaty, or
misconduct in breach of this Agreement in performing its obligations under this
Agreement.

         B. Notwithstanding the provisions of the foregoing Paragraph A,
Midwestern and/or CGLIC agrees to indemnify and defend HPS against all losses,
damages, liabilities, suits, administrative proceedings, judgments, awards and
expenses, including court costs, reasonable attorneys fees and other litigation
expenses resulting from any act of HPS or that of any officer or employee of HPS
which is performed in accordance with specific instructions or such underwriting
guidelines that are hereafter promulgated by Midwestern and/or CGLIC and which
is performed in good faith and without negligence or misconduct.

                                   ARTICLE XI
                               USE OF INFORMATION

         Any confidential information, including but not limited to general
business data, business information, technical information, legal information,
specifications, forms, computer programs and documentation, whether furnished in
written, oral, or electronic form 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. Unless such Information is supplied free of any
obligation of confidentiality, or has been or subsequently enters the public
domain (without fault of the party too which it is furnished), or is required by
law to be disclosed by any party, the Information shall be kept confidential by
the party to which furnished and shall be used only upon such terms as may be
agreed upon in writing by the Furnishing Party. For purposes of this Article,
Information pertaining to HPS shall mean proprietary materials such as
underwriting, claims, administration, compliance and rate manuals, as well as
information regarding the financial 


                                       24
<PAGE>

operation, position or condition of HPS unrelated to the business of Midwestern,
but shall not include the systems and procedures established at Midwestern with
the assistance of HPS or general and specific information relevant to
Midwestern's business practices or to its insured or is contained in or
comprises all or part of any form or report Midwestern may receive, distribute,
or utilize in the ordinary course of business.

                                   ARTICLE XII
                                   AMENDMENTS

         This Agreement may be amended at any time but only by any instrument in
writing and signed by the parties.

                                  ARTICLE XIII
                              TERM AND TERMINATION

         A. TERM. The term of this Agreement shall commence on January 1, 1998
and shall terminate on December 31, 2000, and thereafter shall be renewed
automatically for successive terms of one (1) year unless terminated in
accordance with this Article XIII.

         B. TERMINATION. Any party may terminate this Agreement for any reason
upon two hundred seventy (270) calendar days written notice (inclusive of any
applicable state and federal notification requirements) to the other parties. In
the event that a party serves a notice of termination, the parties shall meet
within fifteen (15) calendar days of receipt of such notice and discuss an
appropriate transition strategy, consistent with Article XIII.D. On or before
the date of such meeting, Midwestern shall notify HPS and CGLIC in writing
whether it intends to withdraw its Group Policies.

                  1. WITHDRAWAL BY MIDWESTERN. If Midwestern elects to withdraw
         its Group Policies and HPS and CGLIC are unable to identify and
         contract with a replacement carrier on or before the effective date of
         termination, then the parties will commence with the non-renewal of
         Group Policies, as applicable, and as allowable under state law. The
         parties agree that Midwestern shall have elected to withdraw from the
         market as primary carrier no later than twenty-one (21) months, or
         longer if required by law, after the date of the written notification
         of desire to terminate referred to above, at which time the obligations
         of all parties hereto shall terminate.

                  2. NO WITHDRAWAL BY MIDWESTERN. If Midwestern does not elect
         to withdraw its Group Policies, all duties and obligations of HPS and
         CGLIC shall terminate two hundred seventy (270) days after the notice
         provided for herein.

         C. REMEDIES. Midwestern and CGLIC shall not, and hereby waive any right
to, pursue any right or remedy at law or equity to recover any losses, costs,
claims, demands, damages, or attorneys' fees arising out of or caused by (i) any
breach (other than an intentional breach) of this Agreement or (ii) any other
occurrence relating to this Agreement, including any negligent act or omission
by HPS, except as provided in the indemnification provisions 


                                       25
<PAGE>

above. The remedies available to Midwestern and CGLIC pursuant to the
indemnification provisions of this Agreement shall be the sole remedies
available to Midwestern and CGLIC with respect to any losses, costs, claims,
damages, or attorneys' fees arising out of this Agreement. Notwithstanding the
foregoing, Midwestern and CGLIC do not waive their rights to pursue the remedies
available to it in law or equity for an intentional breach of this Agreement by
HPS.

         D. TRANSITION. HPS, Midwestern, and CGLIC agree that they will
cooperate and assist each other upon termination for any reason to the degree
possible consistent with the intent of this Agreement. It is the intent of the
parties that there be an orderly transition with no gaps in administration or
reinsurance. Such cooperation and assistance shall include, without limitation,
taking all necessary actions to transfer in an orderly way, if applicable, HPS'
duties and obligations arising hereunder to another third party administrator to
be identified by Midwestern and CGLIC.

         E. POST-TERMINATION. After termination of this Agreement for any
reason, HPS shall continue to bill and receive Premiums and pay agent
commissions in accordance with, and shall continue to retain a service fee and
collect other fees in accordance with, with respect to any policy and any
renewal or other continuation of such policy provided that HPS continues to
provide services in accordance with Article XVII.

                                   ARTICLE XIV
                      NON-SOLICITATION AND NON-COMPETITION

         A. Commencing on the date hereof and continuing for a period of one (1)
year following the expiration or termination of this Agreement, Midwestern shall
not, without the prior written consent of HPS, either itself or through any
third party, directly or indirectly, solicit, entice, or persuade or attempt to
solicit, entice, or persuade any employee of or consultant to HPS or any present
or future parent, subsidiary, or affiliate of HPS to leave the service of HPS or
any such parent, subsidiary or affiliate for any reason.

         B. Commencing on the date hereof and continuing for a period of one (1)
year following the expiration or termination of the Agreement, HPS shall not,
without the prior written consent of Midwestern, either itself or through any
third party, directly or indirectly solicit, entice, or persuade or attempt to
solicit, entice, or persuade any employee of or consultant of Midwestern or any
present future parent, subsidiary, or affiliate of Midwestern to leave the
service of Midwestern or any such parent, subsidiary, or affiliate for any such
parent, subsidiary, or affiliate for any reason.

         C. Commencing with the expiration or earlier termination of this
Agreement, and continuing for twelve months thereafter, neither HPS or, at its
direction, through any third party, shall knowingly solicit, entice, persuade,
induce, or attempt to solicit, entice, persuade, or induce any insured under any
Group Policy to cancel or terminate such policy or purchase a policy from a
company other than Midwestern in lieu of such Group Policy.


                                       26
<PAGE>

         D. HPS will take all reasonable steps to assure (it being understood
that HPS cannot prohibit certain Master Broker conduct) that no current Master
Brokers within the Select Brokerage Services System, a division of HPS, sell,
market, or distribute any group health care product on behalf of any group life,
or AD&D, or health insurer that competes with Midwestern within any territory or
jurisdiction in which HPS acts on behalf of Midwestern pursuant to the terms of
this Agreement. Notwithstanding anything contained herein to the contrary, and
consistent with Exhibit "E," this Section XIV.D. shall not apply with respect to
any HMO product, nor to any other health care product HPS currently sells,
markets, or distributes; it shall also not apply with respect to any health care
product HPS wishes to sell, market, or distribute in the future to the extent
that:

                  1. HPS desires to sell, market, or distribute such product in
         a state in which Midwestern is either not licensed to conduct business
         or is not willing to conduct business; or

                  2. Midwestern does not meet specifications for a particular
         health insurance product offering which HPS desires to sell, market, or
         distribute or with regard to a similar product that HPS desires to
         sell, market, or distribute, and Midwestern, after receiving a right of
         first refusal, releases HPS from the obligations contained in this
         Section XIV.D.; or

                  3. HPS has asked Midwestern to supply such product or service
         in connection with a marketing opportunity, and Midwestern either
         declines to make the product available.

         E. In return for the exclusive provided in Section XIV.D., Midwestern
grants an exclusive to HPS that Midwestern will only market first dollar small
employer group health care indemnity products through HPS and HPS Distribution
Force.

                                   ARTICLE XV
                             [INTENTIONALLY DELETED]

                                   ARTICLE XVI
                             [INTENTIONALLY DELETED]

                                  ARTICLE XVII
                                 RUN OUT PERIOD

         Upon termination or expiration of this Agreement, at the option of
Midwestern and/or CGLIC, HPS shall continue to administer all Group Policies and
claims emanating from the Group Policies issued prior to such termination or
expiration in accordance with all duties and obligations undertaken by HPS
pursuant to this Agreement. HPS' obligation to administer all such claims shall
continue until such time as all Group Policies have expired and until all claims
have been fully and finally resolved to the satisfaction of Midwestern and CGLIC
(the "Claims Run Out Period").


                                       27
<PAGE>

                                  ARTICLE XVIII
                                    EXPENSES

         Except as otherwise provided herein, each party to the Agreement shall
bear its respective expenses incurred in connection with the preparation,
execution, and performance of this Agreement and the transactions contemplated
hereby including, without limitation, all fees and expenses of agents,
representatives, counsel, actuaries, and accountants. No brokerage, commissions,
finders, nor other fees, respecting this Agreement are owed by any party to any
third person or organization, other than as herein described; and each party
indemnifies and holds the other parties harmless, including, without limitation,
payments to Security Life of Denver Insurance Company by CGLIC.

                                   ARTICLE XIX
                              AMENDMENTS AND WAIVER

         This Agreement may be amended, and the terms hereof may be waived, only
by a written instrument signed by all parties, or, in the case of a waiver, by
the party waiving compliance. No delay on the part of any party in exercising
any right, power, or privilege hereunder shall operate as a continuing waiver
thereof, nor shall any waiver on the part of a party of any such right, power,
or privilege, nor any single or partial exercise of any such right, power, or
privilege preclude any further exercise thereof or the exercise of any other
such right, power, or privilege.

                                   ARTICLE XX
                              BENEFIT OF AGREEMENT

         This Agreement shall bind and inure to the benefit of the respective
parties and their successors and permitted assigns and does not confer any
right, benefit, or privilege upon any person or entity that is not a signatory
to the Agreement. This Agreement is not for the benefit of any third party.

                                   ARTICLE XXI
                                   ASSIGNMENT

         No party may assign its rights, interests, or obligations hereunder
without the prior written consent in each such instance of the other parties.

                                  ARTICLE XXII
                                   ARBITRATION

         A. Any dispute or other matter in question between Midwestern and HPS
arising out of or relating to this Agreement shall be settled by arbitration. In
order to initiate an arbitration, Midwestern or HPS (as the case may be) shall
deliver a written notice of demand for arbitration to the other party.


                                       28
<PAGE>

         B. HPS and Midwestern shall each appoint an individual as arbitrator
and the party arbitrators so appointed shall then promptly appoint an umpire. If
any party refuses or neglects to appoint an arbitrator within forty (40)
Business Days of receipt of a written notice of demand for arbitration, any
other party may appoint the missing arbitrator. If the two arbitrators do not
agree on an umpire within forty (40) Business Days of their appointment, each of
the arbitrators shall, at the end of such period, nominate three individuals as
umpires. Each arbitrator shall, on or before the tenth Business Day after such
nomination, decline two of the nominees presented by the other arbitrator. On
the fifth Business Day after the last nominee has been so declined, the umpire
shall be chosen from the remaining two nominees by drawing lots. Each
party-appointed arbitrator and the umpire shall be active or former officers of
an insurance or reinsurance companies or Lloyd's of London Underwriters, and
shall not have personal, financial, or other conflicts of interest in the result
of the arbitration. In addition, the umpire shall be impartial.

         C. The situs of the arbitration shall be Denver, Colorado; however,
upon the mutual consent of the parties or upon the order of the arbitration
panel, meetings and hearings related to the arbitration may be held elsewhere.
Each party shall submit its case to the arbitrators within sixty (60) Business
Days of the selection of the umpire or within such longer period as may be
agreed by the arbitrators. The decision rendered by a majority of the
arbitrators shall be final and binding on HPS and Midwestern. Such decision
shall be a condition precedent to any right of legal action arising out of the
arbitrated dispute which HPS and Midwestern may have against each other.
Judgment upon the award may be rendered in any court of competent jurisdiction.

         D. HPS and Midwestern shall pay (i) the fees and expenses of its own
arbitrator, (ii) one-half of the fees and expenses of the umpire and (iii)
one-half of the fees and expenses that HPS and Midwestern jointly incur directly
related to the arbitration proceeding. Other than as set forth above, HPS and
Midwestern shall bear their own costs in connection with any such arbitration
including, (i) all legal, accounting, and other professional fees and expenses
and (ii) all other costs and expenses HPS and Midwestern incur to prepare for
such arbitration.

         E. CGLIC may join or initiate or be joined in any arbitrated dispute
arising under this Agreement. Moreover, in the event that a dispute arises
between Midwestern and HPS relating to the operation of this Agreement, and
Midwestern elects not to commence arbitration in accordance with this Article,
CGLIC may, solely at its election, commence or defend arbitration in the name
and on behalf of Midwestern, pursuant to the terms and conditions of this
Article.

         F. Arbitrators are directed to seek efficiencies in both time and
expense, for example, to limit the use of discovery and not follow strict rules
of evidence.


                                       29
<PAGE>

                                  ARTICLE XXIII
                                    PUBLICITY

         No party to this Agreement shall issue any press release or make any
public announcement concerning the Agreement or the transactions contemplated
hereby without the prior written approval of all other parties.

                                  ARTICLE XXIV
                                BOOKS AND RECORDS

         HPS shall maintain at its administrative office for the duration of the
Agreement and seven (7) years thereafter, or such longer period of time as may
be required under the Employee Retirement Income Security Act of 1974, adequate
books and records of all transactions, including without limitation all claim
files, underwriting files, premium and loss information, producer information,
state insurance department documents, GAAP accounting documents, tax documents,
accounting, and letters of complaint from any Midwestern insured, among
Midwestern, CGLIC, HPS, participant employers, and insured persons. Such books
and records shall be maintained in accordance with prudent standards of
insurance record keeping.

                                   ARTICLE XXV
                    NOTICES, GOVERNING LAW, ENTIRE AGREEMENT

         A. Any notice which may or must be sent hereunder shall be in writing
and shall be given to the party to whom it is addressed by delivery by a
nationally recognized overnight delivery service providing a receipt for the
deliveries, by certified or registered U.S. mail, or by telecopier transmission
to the following addresses:

                  If to HPS:            HealthPlan Services, Inc.
                                        3501 Frontage Road
                                        Tampa, FL  33607
                                        Attn: Chief Counsel

                  If to Midwestern:     Midwestern United Life Insurance Company
                                        Suite 1000
                                        1290 Broadway
                                        Denver, CO 80203-5699
                                        Attn: Gene Copeland, Esq.
                                              General Counsel of Reinsurance

                  If to CGLIC:          CGLIC/CIGNA Reinsurance
                                        900 Cottage Grove Road
                                        Hartford, Conn. 06152
                                        Attn: Karen Boisvert


                                       30
<PAGE>

or at such other address as the party may specify for that purpose by notice to
the other party. A notice shall be deemed given and received (a) if delivered by
messenger, when receipted for by the addressee; (b) if delivered by a nationally
recognized overnight delivery service, when the notice is delivered, as
evidenced by records or receipts provided by such service; (c) if delivered by
certified or registered U.S. mail when received by the addressee, as evidenced
by a return receipt card, or (d) if made by telecopy of facsimile transmission,
when such transmission is electronically confirmed and a copy of the notice is
mailed.

         B. This Agreement shall be governed and interpreted by the laws of the
State of Colorado, except for conflicts of laws.

         C. In the event that any provision of this Agreement or the application
thereof shall be unenforceable in any respect, then the provision shall be
deemed deleted, but the rest of this Agreement shall nevertheless remain in full
force and effect.

         The parties hereto acknowledge and agree that: (i) each party and its
counsel reviewed and negotiated the terms and provisions of this Agreement,
including all addenda thereto and have contributed to its revision; (ii) the
rule of construction to the effect that any ambiguities are resolved against the
drafting party shall not be employed in the interpretation of this Agreement;
and (iii) the terms and provisions of the Agreement shall be construed fairly as
to all parties hereto, and not in favor of or against any party, regardless of
which party was generally responsible for the preparation of the Agreement.

         D. This Agreement and the Exhibits annexed hereto, and schedules
constitutes the entire Agreement between the parties with respect to its subject
matter and supersedes all prior agreements, commitments, and negotiations on the
same subject matter.

         E. Notwithstanding anything contained herein to the contrary,
Midwestern and CGLIC hereby expressly acknowledge that the relationship between
HPS and its master brokers and agents is that of an independent contractor.

                                   ARTICLE XXV

         At the request of Midwestern or any of its affiliates, HPS may contract
with agents of Midwestern or its affiliates as HPS agents or, in its sole
discretion, Master Brokers, to market Group Policies.


                  [Remainder of Page Intentionally Left Blank]



                                       31
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
signed in duplicate to be effective of the date specified above.

                                  MIDWESTERN UNITED LIFE INSURANCE COMPANY


                                  By:      /s/ E. L. COPELAND                 
                                      ------------------------------------------

                                  Name:    E. L.COPELAND                      
                                       -----------------------------------------

                                  Title:   SENIOR VICE PRESIDENT                
                                        ----------------------------------------

                                  Date:    2/28/98                            
                                       -----------------------------------------


                                  HEALTHPLAN SERVICES, INC.

                                  By:      /s/ PHILLIP S. DINGLE              
                                      ------------------------------------------

                                  Name:    PHILLIP S. DINGLE                  
                                       -----------------------------------------

                                  Title:   SENIOR VICE PRESIDENT, SECRETARY   
                                           AND CHIEF COUNSEL                  
                                        ----------------------------------------

                                  Date:    2/13/98                              
                                      ------------------------------------------


                                  CONNECTICUT GENERAL LIFE INSURANCE COMPANY


                                  By:      /s/ FAZLI M. DATOO
                                      ------------------------------------------

                                  Name:    FAZLI M. DATOO    
                                       -----------------------------------------

                                  Title:   SENIOR VICE PRESIDENT                
                                        ----------------------------------------

                                  Date:    2/17/98                              
                                       -----------------------------------------


                                       32

<PAGE>

                                LIST 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.


                                       33