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                                                                 EXHIBIT 10.4(a)


                                     PART I

                       ADMINISTRATION SERVICES AGREEMENT

         THIS AGREEMENT is made as of the first day of November 1989, between
The Travelers Insurance Company, a corporation organized under the laws of the
State of Connecticut (hereinafter referred to as The Travelers), and
Consolidated Group, Inc. Of Framingham, Massachusetts (hereinafter referred to
as The Trust Administrator).


                                   Article I

                                    Purpose


         It is the intention of the parties to provide for the terms under
which The Trust Administrator will provide administration services for the
Group policies listed in Schedule A (each policy on that Schedule hereinafter
being referred to as the "Group Policy"), which Schedule is attached to and
forms a part of this Agreement as amended from time to time.


                                   Article II

                                 Consideration

         The consideration for this agreement shall be the mutual promises of
the parties contained herein.


                                  Article III

                             Independent Contractor

         The relationship of the Trust Administrator to The Travelers with
respect to administrative services is that of an independent contractor and
nothing in the Agreement will be construed as creating any other relationship.
The Travelers assumes no liability of any nature or kind for personal or
property damages arising out of the Trust Administrator's performance of this
Agreement, except those liabilities expressly assumed under Article X.


                                   Article IV

                       Duties of the Trust Administrator

A.       The Trust Administrator agrees to perform the following services:

         1.      Process requests for participation in the Trusts.

         2.      Arrange for the collection and remittance of premiums.  (See
                 Section B below.)

         3.      Prepare premium reports and other reports as agreed to between
                 the parties.

         4.      Maintain all records necessary for the proper administration
                 of premium collection.
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         5.      Underwrite all employees in  accordance with guidelines agreed
                 to between the parties, but if such agreement cannot be
                 reached and all possible solutions are exhausted The Travelers
                 will retain final decision making capacity.

         6.      Process enrollment of new employees as they become eligible
                 and maintain employment records.

         7.      Issue all certificates (See Section C below.)

         8.      Perform any other general services required for the efficient
                 marketing and administration of the insurance provided under
                 the above policies as may be agreed to between the parties.

         9.      Process appointments so that all agents are properly licensed
                 for states in which products are sold and that appropriate
                 contraction material is provided to The Travelers in a timely
                 fashion.

         10.     Provide administration services in accordance with legislative
                 information and interpretation provided by The Travelers.


B.       All insurance charges and premiums collected by the Trust
         Administrator on behalf of The Travelers and charges and premiums
         returned by The Travelers shall be held by The Trustee and/or a
         qualified banking institution in a fiduciary capacity.  Such funds
         shall be immediately remitted to the person or persons entitled
         thereto, or shall be deposited promptly in a fiduciary bank account
         established and maintained by the Trust Administrator.  If the charges
         or premiums in account have been collected on behalf more that one
         Insurer, The Trust Administrator shall cause the bank to hold The
         Traveler's funds in a designated account on behalf of The Travelers.

         The Trust Administrator shall promptly obtain and keep copies of all
         bank account records and shall furnish The Travelers with copies of
         the records which pertain to it upon demand of The Travelers.  The
         Trust Administrator may not pay any claim by withdrawing money form
         its fiduciary account.  Withdrawals from such account shall be made
         for (1) remittance to The travelers or (2) remittance of charges and
         returned premiums to the person or persons entitled thereto or as
         payment to the Trust Administrator of compensation for services
         rendered.  All net premium payments shall be remitted to The Travelers
         within 17 days after receipt by the Trustee.

C.       Any policies, certificates, booklets, booklet-certificates,
         termination notices or other written communications delivered by The
         Travelers to The Trust Administrator for delivery to the
         Policyholders, Participant Employers or Insureds, shall be delivered
         by The Trust administrator promptly after receipt of instructions from
         The Travelers to do so.

D.       It shall be the duty of The Trust Administrator to maintain fidelity
         coverage, including bonding of employees, in a reasonable amount and
         by a carrier satisfactory to The Travelers.  The Trust Administrator
         shall furnish a certificate of insurance naming The Travelers as a
         certificateholder.  Said policy shall provide that it cannot be
         canceled or modified except on ninety (90) days prior written notice
         to The Travelers.  The actual amount of the such coverage as
         determined by The Travelers as of the effective date of this Agreement
         shall be subject to change as of each anniversary of this Agreement,
         or more frequently if The Travelers deems that there is a significant
         change in the total amount of funds handled.

         The Trust Administrator shall also maintain an errors and omissions
         liability policy in a reasonable amount and by a carrier satisfactory
         to The Travelers providing for indemnification of The Travelers to
         cover any loss arising as a result of any real or alleged negligence
         on the part of





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         the Trust Administrator, its agents or employees in any aspect of the
         performance of the Trust Administrator's duties under this Agreement.

         The Trust Administrator shall cause the issuer of said policy to
         deliver to The Travelers evidence of the existence of such policy
         which provides protection to The Travelers and shall cause the insurer
         to give The Travelers ninety (90) days written notice prior to the
         cancellation of, or any material change in, the policy.  If the
         insurance is canceled, substitute coverage shall be obtained.

E.       If any notice of the commencement of any legal proceeding involving
         any Travelers Insured is received by The Trust Administrator, or if it
         receives any communication from any Insurance Department or other
         administrative agency or any other person identifying a complaint by a
         Travelers Insured or calling a hearing involving any Travelers
         insuring practice, The Trust Administrator shall immediately advise
         The Travelers Home Office of the proceeding.  The Trust Administrator
         shall immediately thereafter forward any correspondence or necessary
         files to The Travelers Home Office for determination of appropriate
         handling.

F.       If any notice of the commencement of any legal proceeding involving
         The Trust Administrator is received by The Travelers, or the Travelers
         receives any communication from any Insurance Department or other
         administrative agency or any other person identifying a complaint
         against The Trust Administrator or calling a hearing involving The
         Trust Administrator, The Travelers shall immediately advise The Trust
         Administrator of the proceeding.  The Travelers shall immediately
         thereafter forward any copies of necessary correspondence or files to
         The Trust Administrator.

G.       Adequate books and records of all transactions among The Travelers,
         The Trust Administrator, Participant Employers and Insured persons
         shall be maintained at The Trust Administrator's administrative office
         for the duration of the Agreement and 6 years thereafter, or such
         period of time as my be required under the Employee Retirement Income
         Security Act of 1974.  Such books and records shall be maintained in
         accordance with prudent standards or insurance record-keeping.  All
         books and records pertaining to such administrative transactions shall
         be maintained by The Travelers at its office in like fashion.

H.       The Trust Administrator shall maintain a file containing any written
         letters of complaint received by The Trust Administrator from
         Travelers Insureds, Policyholders or service providers for a period of
         6 years from receipt of the complaint letter, or such period of time
         as may be required under the Employee Retirement Income Security Act
         of 1974.

I.       The Trust Administrator shall conform to the underwriting and other
         standards agreed to between the parties, but if such agreement cannot
         be reached and all possible solutions are exhausted The Travelers will
         retain final decision making capacity.  The Trust Administrator may
         presume that its underwriting and other standards are acceptable to
         The Travelers unless and until written notice is received from The
         Travelers.

J.       In the conduct of its business and in the performance of its
         obligations under this Agreement, the Trust Administrator shall comply
         with all applicable statues, ordinances, rules, and regulations of any
         and all federal, state, and municipal regulatory authorities.  If
         required by state law, the Trust Administrator shall hold a
         certificate of registration as a Third Party Administrator issued by
         the Department of Insurance or other regulatory body and post any bond
         required by any such regulatory body.

         The Trust Administrator will promptly notify The Travelers of any
         complaint filed against The Travelers with a state regulatory body
         received by the Trust Administrator which is related to or arises from
         any interpretation of the contract by immediately forwarding such
         complaint to The





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         Travelers, One Tower Square, Hartford, CT 06183, Attention:  Employee
         Benefits Department, Claim Division.

                                   Article V
                            Standard of Performance

         The Trust Administrator represents to The Travelers that it is
         experienced in the field of group insurance administration, that it
         will perform its obligations as trust administrator hereunder in a
         prudent manner and that it will exercise professional standards of
         diligence in the performance of its duties thereunder and the
         settlement of disputes with insureds concerning the foregoing.

                                   Article VI
                           Restriction on Performance

A.       It is understood and agreed by the parties that all insured's records
         are to be processed with due and careful regard for the individual's
         rights of confidentiality.

B.       The Trust Administrator shall not sub-contract any of the
         administrative function, duties or responsibilities as assigned to and
         accepted by it in this agreement without prior written approval by The
         Travelers, such approval or denial not to be unreasonably delayed or
         withheld.

                                  Article VII
                                     Rights

A.       With reasonable notice, The Travelers shall have the right to conduct
         periodic audits at any time at the office of The Trust Administrator.
         The Travelers shall have the right of access to The Trust
         Administrator's premises during the normal business hours of The Trust
         Administrator's premises for the purpose of conducting periodic
         audits.  If The Travelers chooses to conduct an audit at its own
         offices, The Trust Administrator shall upon request ship all necessary
         records (or true copies thereof) to the designated Travelers office,
         at the expense of The Travelers.

B.       At all times during the term of this contract and following its
         termination for any reason, The Travelers shall have access to all
         records respecting Travelers Insureds.  Subject to the preservation of
         records provisions specified under this contract, The Travelers shall,
         at its own expense, be entitled to obtain copies of any and all such
         records.

                                  Article VIII
                            Duties of The Travelers

A.       The Travelers will provide The Trust Administrator with the following
         items:
         1.      Certain necessary forms for enrolling new employees and
                 maintaining employee records, including claim forms for those
                 cases for which The Travelers processes claims.

         2.      Statistical premium, claim and retention experience
                 information and analysis, in a manner mutually agreed upon by
                 the parties.

         3.      Agent licensing appointment fees.

         4.      Notice of laws, regulations, and mandates that apply to The
                 Travelers insureds and instructions for the administration
                 thereof.

         5.      Managed care materials including, but not limited to,
                 preferred provider directories and updates, enrollment
                 materials, identification cards and promotional materials.





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         6.      Patient Advocate materials.

         7.      Claim forms for those cases for which The Travelers pays
                 claims.

         8.      The Travelers will exercise due diligence in providing 90 days
                 advance notice of any change in new business rates and 90 days
                 advance notice of any rate changes for inforce accounts.
                 Advance notice will include the planned percentage change for
                 both of these instances.

B.       The Travelers will not allow its own distribution to market the
         11/1/89 AnchorPlan or Blue Chip plan design except through the Trust
         Administrator's AnchorPlan and Blue Chip products.

C.       The Travelers shall be responsible for all necessary Insurance
         Department Filings, and shall deliver to the Trust Administrator all
         required booklet-certificates and endorsement materials.

D.       Where there is a conflict between any guide or instructions provided
         by The Travelers and this Agreement, the terms of this Agreement shall
         control.

E.       With prior notice and authorization, The Travelers will allow
         descriptions of  other products offered by the Trust Administrator
         through other carriers to be included in the AnchorPlan , Blue Chip,
         and CGT Preferred brochures.  The Travelers will have the right to
         review these documents prior to printing.

                                   Article IX
                                  Compensation

A.       The Trust Administrator shall retain the difference between gross
         monthly premiums, (excluding administration fees due the Trust
         Administrator) received from Participant Employers and net monthly
         premium payments established by The Travelers.  Factors used in
         determining gross and net monthly premiums shall be agreed to between
         the parties but if such agreement cannot be reached and all possible
         solutions are exhausted, The Travelers will retain final decision
         making authority.  Similarly, compensation payable to the Trust
         Administrator shall be agreed to between the parties, but if such
         agreement cannot be reached and all possible solutions are exhausted,
         the Trust Administrator shall retain final decision making authority
         with respect to the compensation paid to the Trust Administrator under
         the terms of this agreement.  Should the Trust Administrator effect a
         change in its compensation, The Travelers reserves the right to change
         gross monthly premiums coincident with such change in the Trust
         Administrator's compensation.

B.       The Trust Administrator's office and operational expenses are its sole
         responsibility.

                                   Article X
                                Indemnification

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

         The Travelers agrees to indemnify and hold the Trust Administrator
         harmless from any and all liability, loss, damage, fines, punitive
         damages, penalties and costs, including expenses and attorneys fees,
         which result from any gross negligence, criminal, fraudulent, or
         willful





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         misconduct in carrying out its responsibilities in accordance with the
         standards set forth in this Agreement, or which result from any action
         which exceeds its authority under this Agreement.

B.       The Travelers will indemnify the Trust Administrator against any and
         all loss, damage, liability, judgment, awards and expense, including
         court costs and attorneys fees resulting form any act of any officer
         or employee of the Trust Administrator which is performed strictly in
         accordance with the instructions, manual, or guidelines agreed to by
         The Travelers and which is performed in good faith and without willful
         misconduct.

C.       In the event that the Trust Administrator is named as a defendant in a
         suit arising out of the administration of the policy, The Travelers
         agrees to defend and hold harmless the Trust Administrator from the
         judgment, the costs, and defense expenses of such litigation, provided
         that the Trust Administrator was acting strictly in accordance with
         the provisions of this Agreement or the instructions manuals, or
         guidelines of The Travelers.

                                   Article XI
                               Use of Information

         Any information, including but not limited to data, business
         information, technical information, legal information, specifications,
         forms, computer programs and documentation, written, oral, or
         otherwise (hereinafter "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 the termination of this
         Agreement, or upon request at any time.  Unless such information was
         previously known to be free of any obligation to keep it confidential,
         or has been or is subsequently made public, it shall be kept
         confidential by the party furnished such information, and shall be
         used only upon such terms as may be agreed upon in writing by the
         Furnishing Party.

                                  Article XII
                                   Amendment

         This Agreement may be amended at any item by a writing agreed to and
         signed by both parties

                                  Article XIII
                                  Termination

         This Agreement shall terminate on the occurrence of any of the
         following events:

         1.      By mutual consent of the parties.
         2.      Fraud or embezzlement on the part of the Trust Administrator
                 or negligence or omissions uncorrected after notice.
         3.      Material breach of this Agreement.
         4.      Twelve months following written notice of termination given by
                 either party to this Agreement to the other party.  The notice
                 shall be mailed, by certified mail, to the other party at its
                 last known address.

B.       Should either party become aware of a materiel breach of this
         Agreement, that party must notify the breaching party of the breach
         and provide thirty (30) days to correct such breach.  Should the
         breach remain uncured at the end of thirty (30) days, the breaching
         party shall have an additional thirty (30) days to correct the breach,
         provided a reasonable effort was made during the initial thirty (30)
         day period to correct the breach.





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C.       Either party may terminate this Agreement without cause upon twelve
         months' written notice to the other party.  Both parties agree to
         provide twelve months notice of cancellation of the group policy.  The
         parties agree that there will be no announcement or disclosure of
         cancellation of the group policy or this administration services
         agreement until eight months following the date notice of cancellation
         has been given.

D.       Upon termination of this Agreement, The Travelers shall have access to
         all records representing Travelers insureds and The Travelers shall be
         entitled to receive copies of any and all such records, as long as the
         cost to the Trust Administrator does not exceed $10,000.

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






THE TRAVELERS LIFE INSURANCE COMPANY           CONSOLIDATED GROUP, INC.

BY:          /Illegible/                       BY:     /Timothy T.Clifford/
   ---------------------------------              -----------------------------

TITLE:       /Illegible/                       TITLE: Executive Vice President
      ------------------------------                 --------------------------

DATE:        Feb 27, 1991                      DATE:         Feb. 26, 1991
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