EXHIBIT 10.21


        ADMINISTRATIVE SERVICES AND BUSINESS TRANSFER AGREEMENT


                This Administrative Services and Business Transfer Agreement
("Agreement") is entered into as of this 4th day of December, 1996, by and
between TMG Life Insurance Company, a North Dakota insurance company ("TMG"),
and HealthPlan Services, Inc., a Florida corporation ("HPS").

                                    RECITALS

                WHEREAS, TMG has issued the group life, AD&D, medical and dental
insurance policies described on Exhibit A ("Policies") in the states identified
in such exhibit;

                WHEREAS, TMG wishes to exit the group life, AD&D, medical and
dental insurance business as soon as reasonably practical;

                WHEREAS, in accordance with such desire, TMG has entered into a
definitive reinsurance agreement attached hereto as Exhibit B ("Treaty") with
Connecticut General Life Insurance Company, a Connecticut insurance company
("CGLIC"), pursuant to which TMG will cede to CGLIC, and CGLIC will reinsure
from TMG, the Inforce Business and the New Business (both as defined in the
Treaty) effective as of January 1, 1997 ("Effective Date"), on the terms and
conditions set forth in the Treaty;

                WHEREAS, pursuant to the Treaty, CGLIC has assumed reinsurance
with respect to substantially all of TMG's insurance risk under the Ceded
Business (as defined in the Treaty);

                WHEREAS, TMG intends to be relieved of its role as the primary
or "fronting" carrier not later than December 31, 1998 by an insurance carrier
recommended by CGLIC; and

                WHEREAS, TMG and HPS wish to enter into an arrangement pursuant
to which HPS will provide certain administrative and other services on behalf of
TMG with respect to the Policies and the New Business and to enter into certain
other agreements, in each case as set forth in this Agreement.

                                    AGREEMENT

                NOW, THEREFORE, TMG and HPS hereby agree as follows.

I.      ADMINISTRATIVE SERVICES.

        A.      GENERAL PRINCIPLE.

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                TMG hereby authorizes HPS to manage, administer, market and
operate the Policies (including the individual conversion policies identified on
Exhibit A under the heading "individual conversion policies") and the New
Business (collectively, "Administered Business") as set forth in this Agreement.
HPS's obligations set forth in this Article I shall commence on the Effective
Date and shall expire as provided in Section VIII(B).

                TMG and HPS acknowledge that TMG will attempt to contract with
Ameritas to reinsure and perform administrative services with respect to certain
dental policies that TMG has administered. In the event that Ameritas does not
agree to administer all aspects of such dental business, TMG and HPS agree to
negotiate in good faith an arrangement pursuant to which HPS will administer
such business on behalf of TMG on such terms and conditions (including
compensation) as the parties may agree.

                HPS acknowledges and agrees that the Treaty obligates TMG to
provide to CGLIC certain reports and remittances and to perform certain claims
audit functions, claims and claims adjustment expense functions, subrogation
functions, and other obligations with respect to the administration of the Ceded
Business (collectively, "Treaty Requirements"). Notwithstanding anything in this
Agreement to the contrary, HPS hereby agrees to perform the Treaty Requirements
on behalf of TMG, such that TMG will at all times be in compliance with the
Treaty Requirements.

        B.      UNDERWRITING AUTHORITY AND BASIC SERVICES.

                Commencing on the Effective Date, TMG authorizes and delegates
to HPS the responsibility to, and HPS hereby agrees to:

                1. Prepare underwriting, marketing, and claims services,
interpretation, and administration guidelines with respect to the Administered
Business, including appropriate service standards, and update and revise such
guidelines as necessary from time to time during the term of this Agreement
("Guidelines"). HPS shall, on or before March 1, 1997, submit the Guidelines to
TMG and CGLIC, and shall not implement the Guidelines until TMG and CGLIC have
approved the Guidelines in writing. TMG shall review the Guidelines and notify
HPS if it approves or rejects the Guidelines on or before the 30th day after TMG
receives the Guidelines. HPS shall perform its duties under this Agreement in
accordance with the approved Guidelines. Until the Guidelines have been approved
by TMG and CGLIC, HPS shall perform its duties under this Agreement in
accordance with TMG's guidelines as in effect as of Closing (as defined in
Article VI), which TMG shall deliver to HPS on or before the Closing Date (also
as defined in Article VI), subject to whatever changes or modifications as HPS
reasonably believes are necessary in accordance with good insurance business
practices about which HPS shall notify TMG (provided that HPS shall indemnify
TMG pursuant to Section VII(A) in the event that TMG objects to such changes or
modifications and thereafter incurs any liability in respect thereof.


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                After initial approval of the Guidelines, HPS may submit
proposed changes or additions thereto for TMG and CGLIC review and approval and,
in such event, TMG agrees to respond to such proposals in writing within thirty
(30) days after receiving such proposals from HPS. In the absence of Guidelines
on a matter that is not addressed in this Agreement, HPS may seek and rely upon
written instructions from TMG and, if none are forthcoming within ten (10)
business days after HPS's request therefor, HPS shall be entitled to act on such
matter in accordance with its own best judgment.

                2. Collect and receive premiums (including any administration
fees) on, and perform billing services related to, the Administered Business.
HPS shall hold all such premiums in trust, shall not commingle such premiums
with any of its other funds, except for the fees payable to HPS in connection
herewith, and shall deposit such premium into the Premium Account as provided in
Section I(I).

                 3. As TMG's representatives, prepare and submit to all
applicable regulatory authorities rate filings approved by TMG and CGLIC with
respect to the Administered Business and develop rate structures for the
Administered Business from time to time that comply with applicable Law.

                4. Deliver all requisite notices and other communications to the
policyholders as TMG's representative under the Administered Business.

                5. Process any policy cancellations, non-renewals, and
endorsements related to the Administered Business as TMG's representative.

                6. As TMG's representative, cancel or non-renew coverage under
the Administered Business only pursuant to the relevant policy terms and in
accordance with applicable Law or as specifically instructed by TMG.

                7. Prepare all actuarial certifications related to the
Administered Business required by Law or reasonably requested by TMG.

                8. Make such calculations and estimates as shall enable TMG
and/or CGLIC to establish and maintain loss, unearned premium and all other
reserves with respect to the Administered Business at the direction and with the
oversight of CGLIC and, as appropriate, TMG.

                9. Bind coverage for New Business on behalf of TMG to qualifying
risks accepted or acceptable under the then current Guidelines, and, as TMG's
representative, issue all related notices required by Law.

                10. Prepare and develop policy forms for the New Business,
obtain all requisite regulatory approvals for such policy forms, and ensure that
all such policy forms comply with applicable Law.

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                11. Make reasonable efforts to market the New Business in
accordance with the Guidelines provided, however, that HPS may not employ any
advertisement that refers to TMG without TMG's prior written consent, which TMG
agrees will not unreasonably be withheld, delayed or conditioned.

        C.      CLAIMS ADMINISTRATION.

                Commencing on the Effective Date, TMG hereby authorizes HPS to
administer, and HPS hereby agrees to administer, any and all claims arising
under the Administered Business regardless of when such claims are incurred
(collectively, "Claims"). Without limiting the generality of the previous
sentence, as TMG's representative, HPS shall:

                1. Diligently adjust and settle all Claims in accordance with
applicable Law and the Guidelines.

                2. Receive and process the Claims in accordance with applicable
Law and the Guidelines.

                3. Examine each Claim and determine whether a claimant asserting
a Claim ("Claimant") is entitled to compensation under applicable Law and the
Guidelines and, if a Claimant is so entitled to compensation, arrange for the
prompt payment of such Claim from the Claims Account (as defined in Section
I(6)) provided, however, that HPS shall not pay, without the prior written
approval of TMG, any Claims paid or incurred on any insured within the previous
twelve months in excess of the lesser of (i) $100,000 or (ii) one percent of
TMG's policyholder surplus as set forth in its most recent annual statutory
financial statement, about which TMG shall notify HPS on or before April 1st of
each year in which this Agreement is in effective.

                4. Pay all allocated loss adjustment expenses related to any
Claim from the Claims Account ("Allocated Loss Adjustment Expenses") which shall
include all fees, costs and expenses related to independent adjusters and
investigators, experts, witnesses, attorneys, taxes, court costs, settlements,
judgments, post-judgment interest, and other reasonable and necessary fees,
costs and expenses incurred in connection with the investigation, defense and
settlement of Claims, but not HPS's salaries, benefits, administrative costs,
normal overhead, or other internal costs or expenses.

                5. Promptly notify each Claimant if his Claim has been denied in
whole or in part, and the reasons for such denial.

                6. Investigate any Claims that are not supported by sufficient
factual documentation.

                7. Settle any disputes concerning a Claim on reasonable terms
and conditions, in accordance with the Guidelines, or as directed in writing by
TMG provided, however, that (i) HPS shall not settle any disputed Claim for more
than $100,000 without the


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prior approval of TMG and (ii) HPS shall obtain from the Claimant an
unconditional release of TMG, TMG's reinsurers and their respective affiliates
in respect of the disputed Claim.

                8. Make such calculations as shall enable TMG and/or CGLIC to
establish loss reserves for each Claim in accordance with instructions provided
by CGLIC and TMG on or before the third business day of each month for the prior
month (provided, that if, for reasons beyond the control of and not the fault of
HPS, such calculations cannot be made as of such date, HPS shall provide to TMG
reasonable estimates of such calculations on such date and shall provide to TMG
the actual calculations as soon as is practical), revise such reserves as
circumstances warrant, and notify TMG of the amount of the reserves, but HPS
shall have no liability for the under or overestimation of such reserves
provided that such under or overestimation was not caused by HPS's negligence.

                9. Analyze all Claims to determine whether TMG and/or CGLIC, as
the case may be, is entitled to any right of subrogation in respect of such
Claim, and make reasonable efforts to enforce such subrogation rights on behalf
of TMG.

                10. Retain any professional or other third party services
previously approved of by TMG in writing, which shall not be unreasonably
withheld, to assist in the adjustment of any Claims as may be reasonably
appropriate in accordance with the Guidelines.

                11. Assist (in particular, provide Claims file information and
supporting documents) TMG in TMG's litigation or arbitration of any disputed
Claim that cannot be settled on a reasonable basis.

                12. Report all Claims to TMG in a timely manner in accordance
with the reports required pursuant to Section I(F)(5).

                13. Send to TMG a copy of any Claim file that TMG may request or
as soon as it becomes known that the Claim (i) has the potential to exceed an
amount equal to the lesser of the amount set forth in Section I(C)(3) or an
amount established by any relevant Governmental Entity; (ii) involves a coverage
dispute; (iii) exceed HPS's Claims settlement authority set forth in Section
I(C)(7); (iv) is open for more than six months; or (v) is closed by payment of
an amount greater than the lesser of the amount set forth in Section I(C)(7) or
an amount set by any relevant Governmental Entity. All Claim files will be the
joint property of TMG and HPS; provided, however, that in the event an order of
liquidation is entered against TMG, such files shall become the sole property of
TMG or its estate, in which case HPS shall have reasonable access to and the
right to copy such files on a timely basis.

        D.      LEGAL COMPLIANCE.

                1. HPS shall comply, and shall take whatever action as may be
necessary to cause the Administered Business and TMG with respect to the
Administered Business to comply with all laws, rules, regulations, ordinances,
and orders (collectively, "Laws") related to the Administered Business, the
Claims or this Agreement including all Laws concerning

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reporting requirements, licensure, policy form compliance and unfair claims
practices. HPS hereby represents and warrants to TMG that, as of the date of
this Agreement and as of Closing, it will possess all licenses, permits and
approvals as are reasonably necessary for it to perform its obligations under
this Agreement except where the absence of such licenses, permits and approvals
will not have a material adverse effect on the ability of HPS to perform its
obligations under this Agreement. Notwithstanding anything contained herein to
the contrary, however, TMG expressly acknowledges that the absence of compliance
with any Laws related to policy form compliance during the first twelve (12)
months following the Effective Date shall be attributable to TMG and not HPS,
except where such absence is caused by any breach by HPS of any of its
obligations under this Agreement or by HPS's negligence or error.

                2. Without limiting the generality of Section I(D)(1), HPS shall
(1) (a) respond to inquiries, complaints, requests or proceedings received from
or initiated by any governmental authority, body, agency, commission, department
or instrumentality of any type (together, "Governmental Entity"); (b) make all
required filings with any Governmental Entity; (c) be responsible for the
delivery of reports, communications and notices to or from any Governmental
Entity; and (d) participate in and help TMG respond to financial and market
conduct examinations, in each case related to the Administered Business; and (2)
obtain and maintain all licenses, permits and approvals required under
applicable Law to perform its obligations under this Agreement.

        E.      TMG's COOPERATION.

                On or after the Effective Date, TMG agrees to use its best
efforts and shall cause its officers and employees to use their best efforts to
render all reasonable and necessary cooperation promptly to HPS and HPS's
officers and employees in the performance of HPS's obligations under the
provisions of this Article I and under the other provisions of this Agreement;
provided, however, that HPS shall reimburse TMG for any reasonable out-of-pocket
costs and expenses for which TMG shall receive advance approval from HPS and
that TMG incurs in connection with such cooperation in excess of $10,000 on an
annual basis.

        F.      RECORD RETENTION AND REPORTS.

                1. At or immediately following the Closing TMG shall turn over
the HPS originals or copies of all books, records, files and electronically
stored data (the "Transferred Records") sufficient to enable HPS to establish
all necessary initial records for the Administered Business. TMG shall use its
best efforts to insure that the Transferred Records will be accurate and
complete and reflect all actions taken, claims made and paid, and their status
as of the Closing. HPS may rely on the Transferred Records and shall have no
liability to TMG for any error, inaccuracy, incompleteness therein or in respect
of missing records.

                2. Commencing as of the Effective Date, HPS shall use its best
efforts to maintain its books, records and files that relate to this Agreement,
the Administered Business or any Claim (collectively, "Records") in accordance
with all Laws and Guidelines, but only to

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the extent such information relates to collected premiums and Claims. Without
limiting the generality of the previous sentence, the Records shall (i) show all
policies, all premiums written and collected, all acquisition costs, all Claims,
all losses related to the Claims and Allocated Loss Adjustment Expenses, and the
loss experience of all risks by class and by state, in each case with respect to
the Administered Business, and (ii) include all statistical information required
to be furnished to any insurance regulatory authority. The parties agree to
abide by all Laws that relate to the confidentiality and treatment of medical
and other insurance Records.

                3. HPS shall maintain the Records until the later of (i) the
fifth anniversary of the expiration of the last policy that is part of the
Administered Business, (ii) the completion of a financial examination by the
North Dakota Department of Insurance concerning the Administered Business, (iii)
the expiration of the period in which any tax authority may audit TMG for the
year to which such Records pertain, or (iv) such longer period as is required by
Law.

                4. HPS may, on or before the 180th day after this Agreement
expires or is terminated, transfer the Records to a place designated by TMG and,
upon doing so, shall be deemed relieved of the requirements set forth in the
previous paragraph. The Records, including the Transferred Records, shall at all
times remain the property of TMG. Subject to such restrictions as may be or
become applicable pursuant to Law, (i) HPS and TMG shall allow each other and
their respective designees (including any Governmental Entity), at the other
party's cost, to review and photocopy such Records as are in their possession at
any time during normal business hours and days upon at least four (4) days prior
written notice and (ii) TMG shall allow HPS and its designees (including any
Governmental Entity), at HPS's cost, to review and photocopy any books, records,
and files of TMG that do not constitute part of the Transferred Records but
which contain information about which HPS should reasonably be aware in order to
perform its obligations under this Agreement, at any time during normal business
hours and days upon at least four (4) days prior written notice ("Historical
Records"). HPS shall promptly reimburse TMG for the costs and expenses that TMG
incurs to retrieve the Historical Records for HPS.

                5. HPS shall provide to TMG the reports listed and described in
Exhibit C, at the intervals stipulated in such Exhibit, and in the formats or
containing the information also stipulated in such Exhibit (provided, that if,
for reasons beyond the control of and not the fault of HPS, such reports cannot
be made as of any due date, HPS shall provide to TMG reasonable estimates of any
data or information to be included in such report and shall provide to TMG the
actual report as soon as is practicable).



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        G.      NOTIFICATION.

                HPS shall notify TMG of (1) on a weekly basis, any complaints
that any Governmental Entity or attorney makes to HPS; (2) any litigation or
arbitration proceeding that has been commenced against HPS or TMG related to any
loss arising under the Administered Business or any Claim on or before the fifth
business day after HPS is notified or becomes aware of such a proceeding; and
(3) any notice or other communication from any Governmental Entity in which such
Governmental Entity requests information from TMG, or threatens to take any
action against TMG including the denial, suspension, or termination of any
license held or requested by TMG.

        H.      CLAIMS ACCOUNT.

                TMG shall maintain a claims account ("Claims Account") upon
which HPS shall be authorized to draw checks or drafts to pay Claims and
Allocated Loss Adjustment Expenses. The Claims Account shall be owned by TMG and
shall be so identified on check stock.

        I.      PREMIUM ACCOUNT AND POLICY REGISTER.

                1. HPS shall establish and shall deposit all gross premiums
(which shall also include any administration fees) related to the Administered
Business into an account established by HPS (the "Premium Account"). All funds
deposited into the Premium Account shall be recorded on the Policy Register (as
defined below). HPS shall make all cash adjustments for premium refunds and
other required cash transfers with regard to premium payments in accordance with
the Guidelines. HPS shall have sole and exclusive authority to make withdrawals
from the Premium Account.

                On or before the last day of each month, HPS shall furnish to
TMG a report of gross written premium in respect of the Administered Business
for the previous month in a policy register format established by HPS, setting
forth policies bound or endorsed by policy number, the name of the insured,
policy effective and termination date, policy issuance date, premium due, and
the amount actually received, and the amounts due therefrom to TMG, CGLIC,
agents, and HPS (the "Policy Register"). Within two (2) days thereafter, HPS
shall transfer, by Automated Clearing House Transfer, to an account specified by
TMG, the remittance due TMG pursuant to the Treaty.

                2. TMG agrees that HPS may pay, on TMG's behalf, to the extent
that the sums on deposit therein are adequate from the Premium Account, all sums
due to HPS under this Agreement.

                3. Notwithstanding anything to the contrary set forth in this
Agreement, in the event any proceeding is brought by TMG to recover premium,
return premium and any other trust funds from HPS, HPS hereby waives it rights
to assert any and all counterclaims, crossclaims, or offsets of any kind, it
being the agreement of the parties that no claims of HPS

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as creditor may be asserted as a defense or offset to TMG's claim for premium,
return premium, and any other trust funds. HPS shall retain the right to bring
any separate action it may deem appropriate for the recovery of any claims it
may have as a creditor of TMG, but the pendency of any such separate claim shall
not delay or hinder TMG's right to recover any premium, return premium or other
trust funds then due or to execute and levy on a judgment therefor.

        J.      LIMITATIONS.

                Notwithstanding anything in this Agreement to the contrary, HPS
shall not:

                1. Bind reinsurance or retrocessions on behalf of TMG.

                2. Commit TMG to participate in insurance or reinsurance
syndicates.

                3. Collect payment from any reinsurer or commit TMG to a claim
settlement with any reinsurer without TMG's prior approval. If such approval is
given HPS, shall promptly forward to TMG an appropriate written report.

                4. Appoint any producer or subagent.

                5. Employ any individual at the same time as such individual is
employed by TMG.

                6. Permit any subproducer to sit on TMG's board of directors.

                7. Be obligated to prepare statutory or GAAP financial
statements on behalf of TMG provided, however, that HPS (i) shall cooperate with
TMG and provide to TMG such information and reports related to the Administered
Business as TMG may reasonably request to prepare such financial statements and
(ii) assist TMG in connection with any audit or review that may be conducted
with respect to such financial statements; provided, however, that TMG shall
reimburse HPS for any reasonable out-of-pocket costs and expenses for which HPS
shall receive advance approval from TMG and that HPS incurs in connection with
any such audit or review in excess of $10,000 on an annual basis.

                8. Cause to be issued any new certificates on behalf of TMG (i)
in the states of Massachusetts, Maryland, New Hampshire, New Jersey, New York,
South Carolina, Vermont, or Washington, and (ii) in the event that TMG decides,
on or before December 31, 1997, to terminate or otherwise transfer all
Administered Business issued in Florida ("Florida Business"), then Florida,
after the date TMG decides to terminate such business. Further, HPS shall not
renew any certificates for policies in force provided that TMG has given HPS
thirty (30) days advance written notice of its intent to cancel such
certificates, in addition to the applicable statutory period for such
termination and notification.



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II.     CONSIDERATION FOR ADMINISTRATIVE SERVICES

                In consideration of the services that HPS shall perform pursuant
to Article I of this Agreement, TMG shall pay to HPS the following amounts in
the following manner:

                1. Seven Hundred Fifty Thousand Dollars ($750,000) by cashier's
check or wire transfer of immediately available funds to an account designated
by HPS on or before January 31, 1997;

                2. Thirteen and one-half percent (13-1/2%) of TMG's share of
gross earned premium (which shall also include any administration fees) due on
or after the Effective Date on any Administered Business that does not
constitute Fully Ceded Business (as defined in the next sentence) that TMG
actually receives (regardless of when TMG receives such amount); provided,
however, that TMG shall be obligated to pay to HPS only ten percent (10%) of
TMG's share of such gross earned premium under any business that is written in
respect of the Cleveland Clinic Florida Health Plan. The term "Fully Ceded
Business" shall mean Ceded Business (as defined in the Treaty) excluding the
Florida Ceded Business (also as defined in the Treaty) if CGLIC's liability for
the Florida Ceded Business is calculated pursuant to Article II(A) of Exhibit B
to the Treaty as of the Effective Date.

                3. Six and 50/100 Dollars ($6.50) for each Claim under the Fully
Ceded Business that HPS administers that was received by TMG before the
Effective Date in excess of a number of claims equal to (i) the number of claims
incurred under the Fully Ceded Business about which TMG was notified on or after
December 17, 1996 but before the Effective Date plus (ii) the lesser of (a) the
number of claims incurred in respect of the Fully Ceded Business received by TMG
prior to December 17, 1996 but that remain pending on such date, or (b) a number
of claims equal to four times the average daily claims received by TMG during a
business day in December under the Fully Ceded Business.

                4. Six and 50/100 Dollars ($6.50) for each Claim that HPS
administers which is incurred before the Effective Date but received after such
date on all Administered Business that is not Ceded Business.

                5. In the event that TMG decides, on or before December 31,
1997, to terminate or otherwise transfer the Florida Business, three dollars
($3.00) for each Claim under the Florida Business that HPS administers which is
incurred before the Effective Date but received on or after such date, on or
before December 31, 1997.

                6. HPS's compensation with respect to the Fully Ceded Business
shall be set forth in a separate agreement between HPS and CGLIC.

                7. On a monthly basis, HPS may retain from the Premium Account
in accordance with Section I(B)(2) all amounts payable to it pursuant to
Sections II(2), (3), (4), & (5).

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III.    ADDITIONAL COVENANTS OF HPS.

        A.      EMPLOYEES.

                1. On or before December 11, 1996, HPS shall make an offer to
employ a minimum of 220 of the individuals that TMG currently employs in its
Employee Benefit Division in a position that is reasonably comparable to their
current position of employment with TMG, in order to assist HPS in performing
its services under this Agreement. On or before December 9, 1996, HPS shall
deliver to TMG a true, complete, and correct list of each employee to whom HPS
has made such offer ("Employees"). HPS agrees to employ all such persons who
accept the HPS offer of employment within the period for which the offer is
open, effective on the Effective Date. The terms of such employment shall be in
accordance with HPS's personnel policies in existence on the date of this
Agreement and shall last at least until June 30, 1997, assuming good behavior
and standard HPS employee performance, regardless of how the Administered
Business performs after the Closing Date. HPS shall extend employee benefits to
each of the Employees who accepts such offer, which shall be similar to such
employee benefits as HPS makes available to its other employees. HPS shall also
credit such Employees with service time earned at TMG for purposes of
calculating the amount of personal time off to which such Employees are entitled
(and TMG agrees to provide all necessary records for the calculation thereof),
and not for any other benefits or purposes. HPS will waive (i) any waiting
period that would otherwise apply to the ability of such Employees to
participate in HPS's 401k plan or any employee welfare benefit plan; and (ii)
any pre-existing condition with respect to any employee welfare benefit plan.

                The parties agree that HPS is assuming no liability of TMG of
any kind or character in respect of the Employees. TMG represents and warrants
that (a) as of December 31, 1996, all benefits of the Employees shall be fully
paid or funded (including any accrued liability of TMG under any pension or
retirement plan) and all salary, bonuses, accrued vacation and other
compensation and any reimbursements or other liquidated claim of the Employees
shall have been fully paid or provided for, except for any amounts that TMG will
pay, fund or provide for in the ordinary course of business (b) there are no
collective bargaining or other similar labor contracts in effect with respect to
the Employees, and (c) none of the individual Employees is a party to any
written, individual employment contract with TMG.

                2. On or before the Closing Date HPS will offer to Mr. E.
Edwards a consulting relationship on reasonable and customary terms and
conditions, pursuant to which Mr. Edwards would provide to HPS such services as
HPS may reasonably require at a rate of $1,000 per day.

                3. HPS shall cooperate with TMG to comply with (i) any plant
closing, mandatory severance benefit, or similar Law and (ii) any other Law
related to employment, employee benefits, or labor relations in connection with
the transactions contemplated in this Agreement, but such cooperation shall not
result in any liability of HPS to the Employees for

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any matter (other than accrued vacation pay) for any period prior to the
Effective Date, as to which TMG shall indemnify HPS pursuant to Section VII(B).

        B.      PERSONAL PROPERTY.

                1.      Proprietary Computer Software.

                HPS shall lease the Maxcare, ASK and CAS systems, and any other
subsystem owned by TMG and attached to or embedded within Maxcare, ASK, and CAS,
on a month to month basis for so long as HPS may require for a monthly lease
payment equal to Nine Thousand Six Hundred Dollars ($9,600) in accordance with a
"net-net" lease (i.e., HPS shall be responsible for, amongst other matters,
maintenance and support for such systems), that TMG and HPS will negotiate in
good faith to execute at Closing ("Maxcare Lease"). For sake of clarity, the
parties acknowledge and agree that HPS will not purchase the "Medstat" system.

                2.      Computer Hardware.

                HPS shall purchase from TMG all of the application systems, data
bases and computer hardware identified on Exhibit D ("Computer Hardware")
pursuant to a bill of sale that TMG and HPS will negotiate in good faith to
execute at Closing ("Hardware Bill of Sale") for the purchase price identified
in Exhibit D. Good title to and possession of such Computer Hardware shall be
conveyed to HPS by such bill of sale, free of all security interests, liens,
encumbrances, and the rights and claims of third parties as of the Closing Date,
such Computer Hardware to be in good operating condition and fully functional on
that date.

                3.      Other Personal Property.

                HPS shall purchase from TMG such other personal property
identified on Exhibit E to this Agreement ("Other Personal Property") in
accordance with a bill of sale that TMG and HPS will negotiate in good faith to
execute at Closing ("Personal Property Bill of Sale") for the purchase price
identified in Exhibit E. Good title to and possession of such Other Personal
Property shall be conveyed to HPS by the personal property Bill of Sale, free of
all security interests, liens, encumbrances and the rights and claims of third
parties as of the Closing Date, such Other Personal Property to be in good
condition on said date. HPS shall license from TMG, in accordance with a license
agreement that TMG and HPS will negotiate in good faith to execute at Closing
("Trademark License Agreement"), on a nonexclusive basis the trademarks attached
hereto as Exhibit F ("Trademarks") at no additional cost for so long as any
policy forms or other written materials that TMG provides to HPS at Closing and
which incorporate any Trademark remain unused, it being agreed that, after
Closing, HPS shall not employ any Trademark on any policy form or other
materials that it creates.


                                      -12-

<PAGE>

        C.      REAL PROPERTY LEASE.

                HPS shall lease from TMG the real property ("Real Property")
identified in the lease attached hereto as Exhibit G ("Lease"), on the terms and
conditions set forth in the Lease.

        D.      THIRD PARTY CONTRACTS.

                On the Effective Date, HPS hereby assumes and agrees to pay,
perform and discharge all of TMG's obligations under the contracts identified on
Exhibit H ("Third Party Contracts") which arise for periods on or after the
Effective Date. TMG represents and warrants that (except as previously disclosed
to HPS in writing) as of the Closing Date; (a) each Third Party Contract will be
in full force and effect as of the Closing Date, (b) all sums to be paid by TMG
in respect of all periods or matters accrued to the Effective Date shall have
been fully paid, (c) TMG shall not be in default pursuant to any of the
provisions of the Third Party Contract, nor shall TMG have committed any act or
omitted or defaulted on any required performance or payment which with notice or
the passage of time, or both, would render TMG in default thereunder, (d) none
of the payments required of TMG under any Third Party Contract is a "balloon" or
requires other than payments in equal, regular installments, and (e) TMG has
paid no security deposits under any such contract nor prepaid for any periods
after the Effective Date. In the event that the other party to any Third Party
Contract is entitled to receive any payment in connection with TMG's assignment
or HPS's assumption of such Third Party Contract, HPS shall be solely
responsible for such payment.

        E.      MINIMUM PAYMENT.

                On or before the Effective Date, HPS shall pay to TMG, by wire
transfer of immediately available funds to an account to be identified by TMG or
by certified check, the amount of One Million Dollars ($1,000,000) ("Minimum
Payment"). TMG shall apply the Minimum Payment against HPS's monetary
obligations under the Maxcare Lease, the Hardware Bill of Sale, the Personal
Property Bill of Sale and the Trademark License. At the Closing, the parties
agree to execute a memorandum specifying their allocations of the Minimum
Payment ("Minimum Purchase Price Allocation Memorandum") to the assets purchased
by HPS thereunder and agree that such price allocations will be used on their
respective tax returns. HPS's payment of the Minimum Payment shall not relieve
it of any monetary obligations under such documents in excess of One Million
Dollars ($1,000,000).

        F.      COOPERATION ON FLORIDA BUSINESS.

                In the event that TMG decides on or before December 31, 1997 to
terminate or otherwise transfer the Florida Business, HPS shall take such
actions as TMG may reasonably, properly and lawfully request to assist TMG in
its efforts to terminate or otherwise transfer the Florida Business; but HPS
shall not be required to take any action which is, in its reasonable judgment or
in the reasonable opinion of its counsel, contrary to applicable Law or the
terms of the Policies.

                                      -13-

<PAGE>


        G.      INSURANCE.

                HPS shall, at its sole cost and expense, maintain errors and
omissions insurance coverage from an insurance carrier that is reasonably
acceptable to TMG with a per occurrence limit of not less than $5,000,000.

        H.      APPROVALS.

                HPS shall take all action that may be reasonably necessary to
receive all requisite material third party, governmental, judicial, regulatory,
corporate and other consents, waivers, authorizations and approvals
(collectively, "Approvals") that are the responsibility of HPS, which shall be
identified on a list ("Approvals List") that HPS and TMG shall cooperate with
each other to prepare as soon as reasonably practical after the date of this
Agreement, but in any event not later than December 13, 1996.

        I.      AGREEMENT TO CONSUMMATE.

                HPS shall use its best efforts to do all things reasonably
necessary, proper or advisable under applicable Law to consummate and make
effective, as soon as reasonably practical, this Agreement and the exhibits
attached hereto ("Ancillary Documents") and the transactions contemplated hereby
and thereby. At any time before or after the Closing Date, if any further action
is necessary, proper or advisable to carry out the purposes of this Agreement or
any Ancillary Document then, as soon as reasonably practical, HPS shall take, or
cause to be taken, such action as may be reasonably requested by TMG. HPS shall
promptly notify TMG after it obtains knowledge of the occurrence, or failure to
occur, of any event which causes or is likely to cause (i) a breach of its
covenants or agreements contained in this Agreement or any Ancillary Document or
(ii) the failure of the satisfaction of any condition necessary for Closing to
occur.

        J.      SYSTEM SUPPORT.

                From and after Closing, HPS agrees to provide to TMG such
application system support as TMG may request from time to time at a cost equal
to the fair market value for such support to be established by memorandum
executed on behalf of both parties at or before the Closing.

        K.  UPDATE TO EXHIBIT A

                HPS agrees to cooperate with TMG in good faith to produce and
deliver at Closing an updated version of Exhibit A to this Agreement (which will
replace the Exhibit A attached to this Agreement on the date hereof), which will
be true, complete and accurate as of Closing.

                                      -14-

<PAGE>

IV.     ADDITIONAL COVENANTS OF TMG.

        A.      MARKETING SUPPORT.

                TMG shall recommend to its customers under the Administered
Business to continue such business in force and shall recommend HPS as
replacement provider and administrator for the services currently provided by
TMG in connection with the Administered Business by supplying mailing lists,
written letters of introduction and/or recommendation and participating in
meetings with HPS's sales representatives; provided, however, that TMG shall not
be obligated to incur any out-of-pocket expenses related to such assistance
after the Effective Date.

        B.      TRANSITION.

                From the date of this Agreement until the Closing Date, TMG
shall afford HPS all reasonable opportunities to inspect TMG's records relating
to TMG's business and the Administered Business. Areas of interest include,
without limitation, computer software and hardware operations, Employee
performance and compensation (but subject to any state law regarding the
confidentiality of employee records), general business and financial, actuarial
and pricing, operations, information systems, contract, compliance and
regulatory support, master brokers, and distribution. To that end, TMG shall
make available all documents, records, data, and information relating to the
areas of interest and to vendor arrangements, including provider networks and
utilization review procedures, performance of TMG's master brokers, and any
other information necessary to perform all due diligence that may be reasonably
required in connection with this Agreement.

        C.      THIRD PARTY CONTRACTS.

                At the Closing, TMG shall assign to HPS all of TMG's rights,
title and interest in and to the Third Party Contracts. TMG shall use its best
efforts to obtain the consent of all relevant third parties to such assignment.

        D.      PERFORMANCE AND EXECUTION OF ANCILLARY DOCUMENTS.

                At the Closing, TMG shall (i) lease to HPS the Maxcare, ASK, and
CAS Systems (and all integrated or attached subsystems owned by TMG) in
accordance with the Maxcare Lease; (ii) sell to HPS the Computer Hardware
pursuant to the Hardware Bill of Sale; (iii) sell to TMG the Other Personal
Property in accordance with the Personal Property Bill of Sale; and (iv) lease
to TMG the Real Property in accordance with the Lease.

        E.      CONDUCT OF BUSINESS.

                Prior to Closing, TMG shall continue to conduct its affairs with
respect to, and service, the Reinsured Policies in the ordinary course of
business in substantially the same manner that TMG has conducted such affairs
prior to the date of this Agreement. TMG hereby

                                      -15-

<PAGE>

represents and warrants that, to its knowledge, its administration is in
material compliance with all applicable laws, regulations, governmental orders
and guidelines, in conformity with the terms of the Policies.

        F.      NONCOMPETITION.

                Except as otherwise provided in this Agreement, neither TMG nor
any affiliate of TMG shall, directly or indirectly:

                (1) From the Effective Date until the earlier to occur of the
effective date of termination of the Agreement or December 31, 1999, knowingly
solicit, contact, or encourage any agent who has received commissions or service
fees with respect to the Administered Business or the Ceded Business, for the
purpose of encouraging any such agent to place any business that is of a type
which constitutes part of the Administered Business (it being expressly
understood that TMG may contact and solicit such agents to place, amongst other
things, individual life, medical, and dental insurance business), without the
prior written consent of HPS;

                (2) From the Effective Date until the earlier to occur of the
effective date of termination of this Agreement or December 31, 1999, knowingly
solicit, contact, or encourage any of its customers or policyholders under the
Administered Business or the Ceded Business, for the purpose of encouraging any
such customer or policyholder to obtain insurance that is of a type which
constitutes part of the Administered Business (it being expressly understood
that TMG may contact and solicit such customers or policyholders to place,
amongst other things, individual life, medical, and dental insurance business),
without the prior written consent of HPS; or

                (3) From the Effective Date until December 31, 1997, knowingly
solicit, contact, or encourage (i) any person who is an employee of HPS or of
any parent, division or subsidiary of HPS or (ii) any supplier, vendor, agent or
consultant to HPS, to terminate its, his or her relationship with HPS.

                (4) Tortiously interfere with HPS's business.

        G.     APPROVALS.

               TMG shall take all action that may be reasonably necessary to
receive all Approvals identified as TMG's responsibility in the Approvals List.

                                      -16-

<PAGE>



        H.      AGREEMENT TO CONSUMMATE.

                TMG shall use its best efforts to do all things reasonably
necessary, proper or advisable under applicable Law to consummate and make
effective, as soon as reasonably practical, this Agreement and the Ancillary
Documents and the transactions contemplated hereby and thereby. At any time
before or after the Closing Date, if any further action is necessary, proper or
advisable to carry out the purposes of this Agreement or any Ancillary Document
then, as soon as reasonably practical, TMG shall take, or cause to be taken,
such action as may be reasonably requested by HPS. TMG shall promptly notify HPS
after it obtains knowledge of the occurrence, or failure to occur, of any event
which causes or is likely to cause (i) a breach of its covenants or agreements
contained in this Agreement or any Ancillary Document or (ii) the failure of the
satisfaction of any condition necessary for Closing to occur.

        I.      UPDATE TO EXHIBIT A.

        TMG agrees to cooperate with HPS in good faith to produce and deliver at
Closing an updated version of Exhibit A to this Agreement (which will replace
the Exhibit A attached to this Agreement on the date hereof), which will be
true, complete and accurate as of Closing.

        J.      RETURN OF DEPOSIT.

        On or before the second business day after the date of this Agreement,
TMG shall return to HPS, by wire transfer of immediately available funds to an
account designated by HPS, the Deposit that HPS paid to TMG pursuant to the
letter of intent between the parties dated November 13, 1996.

        K.      PROMOTIONS.

        TMG shall promptly reimburse HPS for TMG's Pro Rata Share (as defined in
this paragraph below) of the costs and expenses that HPS incurs in connection
with the "Pro Beach," "Big Kahuna," and "All Star" promotions (collectively,
"Promotions") in effect on the date of this Agreement, which TMG represents
shall not exceed Four Thousand Dollars ($4,000), Four Thousand Dollars ($4,000),
and Sixteen Hundred Dollars ($1,600), respectively, for each agent or broker who
qualifies for the prize awarded in connection with such Promotion ("Qualifying
Broker"). TMG shall be given credit for all amounts that it has prepaid or
expensed as of the Closing Date in connection with the Promotions. The term "Pro
Rata Share" for each Qualifying Broker shall mean a fraction, the numerator of
which equals the qualifying sales (in dollars) made by such Qualifying Broker
during the period beginning on the commencement of the relevant Promotion
through the Effective Date and the denominator of which equals the total
qualifying sales (in dollars) made by such Qualifying Broker during the period
beginning on the commencement of such Promotion through the date that the
qualification period for such Promotion expires.

                                      -17-

<PAGE>

V.      CONDITIONS TO CLOSING.

        A.      HPS'S OBLIGATIONS.

                The obligations of HPS to consummate this Agreement and the
transactions contemplated hereby are subject to the fulfillment prior to or at
the Closing of the following conditions precedent.

                1. TMG shall have performed all of the obligations, covenants
and conditions to be performed by it at or prior to the Closing.

                2. TMG shall have delivered to HPS a certificate executed by its
duly authorized representative and dated as of the Closing Date to the effect
that TMG has performed or complied with the terms and conditions applicable to
it of this Agreement ("TMG's Compliance Certificate").

                3. There shall have not occurred a material adverse event with
respect to the Policies that was caused by the conduct of TMG prior to Closing.

                4. Each of the Approvals which are the responsibility of TMG
shall have been obtained and be in full force and effect, any conditions or
directions contained in such Approvals shall have been fully satisfied, and such
Approvals shall not modify the terms and conditions of this Agreement or the
Ancillary Documents, and the transactions contemplated herein and therein, in
any material respect.

                5. The Closing under the Treaty shall have occurred, and the
Treaty shall be in full force and effect.

                6. At or prior to Closing, TMG shall have delivered to HPS:

                        a.      TMG's Compliance Certificate;

                        b.      Evidence reasonably satisfactory to HPS that
all of the Approvals to be obtained by TMG have been obtained;

                        c.      The Maxcare Lease, duly executed by TMG and
possession of the computer software described therein in the condition
required by this Agreement;

                        d.      The Hardware Bill of Sale duly executed by TMG
and possession of the Hardware in the condition required by this Agreement;

                        e.      The Personal Property Bill of Sale duly executed
by TMG and possession of the Personal Property in the condition required by this
Agreement;

                                      -18-

<PAGE>

                        f.      The Lease duly executed by TMG and possession
of the premises described therein in substantially the same condition such
premises are in on the date of this Agreement;

                        g.      Possession of the Transferred Records and
Employee records of accrued vacation time in the condition required by this
Agreement;

                        h.      A copy of the Treaty, as fully executed;

                        i.      The Trademark License Agreement duly executed
 by TMG; and

                        j.      The Minimum Purchase Price Allocation
Memorandum.

                7. No action, suit or proceeding before any court, any
Governmental Entity, or any other person or entity shall have been commenced or
threatened, and no investigation by any Governmental Entity, or any other person
or entity shall have been commenced or threatened which (i) seeks to restrain,
prevent or change the transactions contemplated in this Agreement and the
Ancillary Documents, (ii) questions or validity or legality of such
transactions, or (iii) seeks damages in connection with, or imposes conditions
on, such transactions.

        B.      TMG'S OBLIGATIONS.

                The obligations of TMG to consummate this Agreement and the
transactions contemplated hereby are subject to the fulfillment prior to or at
the Closing of the following conditions precedent.

                1. HPS shall have performed all of the obligations, covenants
and conditions to be performed by it at or prior to the Closing.

                2. HPS shall have delivered to TMG a certificate executed by its
duly authorized representative and dated as of the Closing Date to the effect
that HPS performed or complied with the terms and conditions of this Agreement
applicable to it ("HPS's Compliance Certificate").

                3. Each of the Approvals which are the responsibility of HPS
shall have been obtained and be in full force and effect, any conditions or
directions contained in such Approvals shall have been fully satisfied, and such
Approvals shall not modify the terms and conditions of this Agreement or the
Ancillary Documents, and the transactions contemplated herein and therein, in
any material respect.

                4. The Closing under the Treaty shall have occurred, and the
Treaty shall be in full force and effect.

                5. At or prior to Closing, HPS shall have delivered to TMG:

                                      -19-

<PAGE>

                        a.      HPS's Compliance Certificate;

                        b.      Evidence reasonably satisfactory to TMG that
all of the Approvals to be obtained by HPS have been obtained;

                        c.      The Maxcare Lease, duly executed by HPS;

                        d.      The Hardware Bill of Sale duly executed by HPS;

                        e.      The Personal Property Bill of Sale duly executed
by HPS;

                        f.      The Lease duly executed by HPS;

                        g.      The Minimum Purchase Price Allocation
memorandum;

                        h.      The Trademark License Agreement, duly executed
 by HPS; and

                        i.      A true, complete, and correct copy of any
contract between HPS or any of its affiliates on the one hand, and CGLIC or any
of its affiliates on the other, that affects or relates to this Agreement or
the Treaty.

                6. Payment by HPS, by wire transfer of immediately available
funds, of any payment due by it under this Agreement or any Ancillary Document
in excess of the Minimum Payment.

                7. No action, suit or proceeding before any court, any
Governmental Entity, or any other person or entity shall have been commenced or
threatened, and no investigation by any Governmental Entity, or any other person
or entity shall have been commenced or threatened which (i) seeks to restrain,
prevent or change the transactions contemplated in this Agreement and the
Ancillary Documents, (ii) questions or validity or legality of such
transactions, or (iii) seeks damages in connection with, or imposes conditions
on, such transactions.


VI.     CLOSING

                The Closing of the transactions contemplated by this Agreement
and the Ancillary Documents ("Closing") shall take place at 10 AM, CST, on
January 2, 1997 ("Closing Date") at the offices of Foley & Lardner, 777 East
Wisconsin Avenue, Milwaukee, Wisconsin 53202, or at such other place and time as
HPS and TMG may agree, and shall become effective as of the Effective Date.

                                      -20-

<PAGE>

VII.    INDEMNIFICATION

        A.      INDEMNIFICATION OF TMG.

                (a) From and after the Closing Date, HPS shall indemnify, defend
and hold TMG and its directors, officers, employees, and agents ("TMG
Indemnities") harmless against any and all damages (including direct, special,
consequential, punitive and/or exemplary damages), losses, deficiencies,
liabilities, obligations, debts, commitments, judgments, awards, settlements,
demands, claims, suits, causes of action, assessments, costs and expenses
(including legal fees and other expenses reasonably incurred in investigating
and defending against the same) (collectively, "Liabilities") asserted against,
resulting to, imposed upon, or incurred by TMG or the TMG Indemnities, directly
or indirectly, by reason of, arising out of or resulting from (i) any failure to
comply with or breach of any of the covenants, agreements, representations or
warranties of HPS in this Agreement or the Ancillary Documents; (ii) the
negligence or misconduct of HPS in connection with this Agreement; or (iii)
HPS's failure to comply with the Claim "concur and consent" notification
provisions of the Treaty.

        B.      INDEMNIFICATION OF HPS.

                In addition to any other indemnifications as are contained in
the Treaty, from and after the Closing Date, TMG shall indemnify, defend and
hold HPS and its directors, officers, employees, and agents ("HPS Indemnities")
harmless against any and all Liabilities asserted against, resulting to, imposed
upon, or incurred by HPS or the HPS Indemnities, directly or indirectly, by
reason of, arising out of, or resulting from (i) acts or omissions of TMG
arising out of or occurring prior to the Effective Date and related to the
Administered Business, (ii) any failure by TMG to comply with or breach of any
of the covenants, agreements, representations or warranties of TMG in this
Agreement or the Ancillary Documents, or (iii) TMG's failure to comply with all
requirements of state insurance Laws and regulations in its capacity as a ceding
insurer of the Reinsured Business under the Treaty during the first twelve
months following the Effective Date.

        C. EXCLUSIVE NATURE OF REMEDY. The indemnification rights under Sections
VII(A) and VII(B) shall be the sole and exclusive legal remedy of the parties
with respect to this Agreement or the Ancillary Documents. Notwithstanding the
foregoing, the parties expressly reserve all equitable remedies they may now or
in the future have.

        D. NOTIFICATION AND CONTROL OF DEFENSE. Any party entitled to
indemnification under this Agreement shall (i) give prompt notice to the party
from whom indemnification is sought of any Liability with respect to which it
seeks indemnification; and (ii) permit such indemnifying party to assume and
control defense of such Liability with Counsel reasonably satisfactory to the
indemnified party; provided, however, that any party entitled to indemnification
hereunder shall have the right to employ separate counsel and to participate in
the defense of such Liability, but the fees and expenses of such separate
counsel shall be paid by the party employing separate counsel unless (1) the
indemnifying party has agreed to pay such fees and expenses or (2) the
indemnifying party has failed to assume the defense of such

                                      -21-

<PAGE>

Liability and to employ counsel reasonably satisfactory to such party. So long
as the indemnifying party is defending any such Liability actively and in good
faith, the indemnified party shall not settle such Liability. The indemnified
party shall make available to the indemnifying party or its representatives all
records and other materials required by them and in the possession or in the
control of the indemnified party, for the use of the indemnifying party and its
representatives in defending any such Liability, and shall in other respects
give reasonable cooperation in such defense to the indemnifying party its
counsel and, if applicable, its insurers and/or indemnitors and their counsel.

                If the indemnifying party, within a reasonable time after notice
of any such Liability, fails to defend such Liability actively and in good
faith, then the indemnified party will have the right to undertake the defense,
compromise or settlement of such Liability or to consent to the entry of a
judgment with respect to such Liability, on behalf of and for the account and
risk of the indemnifying party, and the indemnifying party shall thereafter have
no right to challenge the indemnified party's defense, compromise, settlement or
consent to judgment therein. Notwithstanding anything to the contrary in this
Agreement, (i) if there is a reasonable probability that a Liability may
materially and adversely affect the indemnified party, the indemnified party
shall have the right to defend, compromise or settle such a Liability; provided,
however, that the indemnified party shall not have such right if the exercise of
such right by the indemnified party makes void or violates the terms of any
contract of indemnification by which the indemnifying party is itself
indemnified against loss unless the indemnified party agrees to indemnify the
indemnifying party for any loss that the indemnifying party incurs because any
such contract of indemnification becomes void or is violated, and (ii) the
indemnifying party shall not, without the prior written consent of the
indemnified party, settle or compromise any claim or consent to the entry of any
judgment which does not include as an unconditional term thereof the giving by
the claimant or the plaintiff to the indemnified party of a release from all
liability in respect of such Liability.


VIII.  TERMINATION AND BREAKUP FEE

        A.      TERMINATION PRIOR TO EFFECTIVE DATE.

                1.      MECHANICS.  This Agreement may be terminated on or prior
to the Effective Date only as follows:

                        a.      By the mutual written consent of TMG and HPS;

                        b.      By TMG or HPS if, without fault of the
terminating party, the Closing shall not have occurred on or before December 31,
1996 or such later date as the Parties may mutually agree;

                        c.      By HPS if a condition to the obligations of HPS
has not been satisfied (and which has not been waived in writing by HPS) and
will not be satisfied on or before December 31, 1996; and

                                      -22-

<PAGE>

                        d.      By TMG if a condition to the obligations of TMG
has not been satisfied (and has not been waived in writing by TMG) and will not
be satisfied on or before December 31, 1996.

                2. EFFECT. If this Agreement is terminated as described in
Section VIII(A) and the transactions contemplated hereby are not consummated,
this Agreement shall become null and void and of no further force and effect,
except for Article IX.

        B. EXPIRATION ON OR AFTER THE EFFECTIVE DATE.

                1. TERM. After the Effective Date, and assuming Closing occurs,
this Agreement shall remain in effect until, and expire only when, HPS has
administered the last Claim incurred with respect to the Administered Business,
unless earlier terminated in accordance with this Section VIII(B), the parties
hereby acknowledging that the Treaty creates incentives to relieve TMG of the
insurance risk under the Administered Business on or before December 31, 1998.

                2.      TERMINATION MECHANICS FOR CAUSE AFTER CLOSING.

                        a.      CAUSE - TMG.  After Closing, this Agreement
shall terminate 30 days after TMG notifies HPS in writing of its intent to
terminate this Agreement because HPS has materially breached any of its
covenants or obligations set forth in this Agreement, which breach remains
uncured on the expiration of such 30 day period.

                        b.      CAUSE - HPS.  After Closing, this Agreement
shall terminate 30 days after HPS notifies TMG in writing of its intent to
terminate this Agreement because TMG has materially breached any of its
covenants or obligations set forth in this Agreement, which breach remains
uncured on the expiration of such 30 day period.

                        c.      TERMINATION OF UNDERWRITING.  TMG may suspend,
upon written notice to HPS, HPS's underwriting authority and settlement
authority while any dispute is pending which concerns the cause for any
termination.

                3.      INSOLVENCY OR REORGANIZATION. This Agreement shall
terminate automatically in the event that:

                        a.      HPS (i) becomes insolvent, (ii) becomes unable
to pay its debts as they mature, (iii) makes an assignment for the benefit of
its creditors or to an agent authorized to liquidate any substantial amount of
its property or (iv) becomes the subject of any bankruptcy, insolvency or
similar proceeding which, as to an involuntary petition under the federal
bankruptcy code, is not dismissed within one hundred twenty (120) days after
commencement without a judicial determination adverse to HPS; or

                                      -23-

<PAGE>

                        b.      TMG notifies HPS of the termination of this
Agreement because HPS has sold substantially all of its assets to another
entity, dissolved, wound up its affairs, ceased its corporate existence, ceased
to operate its business in substantially the same manner as operated on the date
of this Agreement, or is contemplating any such sale, dissolution, winding up or
cessation of existence or business.

                4.     EFFECT. If TMG shall terminate this agreement for cause
after the Closing, notwithstanding such termination, (1) Article X and any
obligation due on or before the date of termination shall survive such
termination and (2) HPS shall, at TMG's election, continue to administer all
Claims incurred on or before the termination date in accordance with Article I
upon the same terms and conditions and for the same compensation (if any) as
provided in this Agreement, it being agreed that in no event shall HPS have any
obligation to continue to administer Claims unless it shall be compensated for
doing so at the rates and at the intervals (if any) provided in this Agreement,
which shall continue to govern such continuing work of HPS even though this
Agreement shall have been terminated for all other purposes. If, following TMG's
termination of this Agreement for cause after the Closing, TMG elects to
administer such Claims itself or through a designee, HPS shall immediately
return all open Claim files to TMG, and HPS shall be liable for all expenses in
connection with or arising from TMG's administration of such Claims.


IX.     MISCELLANEOUS

        A.      ARBITRATION.

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

                HPS and TMG shall appoint an individual as arbitrator and the
two so appointed shall then promptly appoint a third arbitrator. If either party
refuses or neglects to appoint an arbitrator within forty (40) Business Days of
receipt of a written notice of demand for arbitration, the other party may
appoint the second arbitrator. If the two arbitrators do not agree on a third
arbitrator within forty (40) Business Days of their appointment, each of the
arbitrators shall, at the end of such period, nominate three individuals as
arbitrators. Each arbitrator shall, on or before the tenth (10th) Business Day
after such nomination, decline two of the nominees presented by the other
arbitrator. On the fifth (5th) Business Day after the last nominee has been so
declined, the third arbitrator shall be chosen from the remaining two nominees
by drawing lots. Each arbitrator appointed or nominated by HPS, TMG, or any
other arbitrator, and each umpire shall be an active or former officer of an
insurance or reinsurance company or Lloyd's of London Underwriters, and shall
not have a personal, financial, or other conflict of interest in the result of
the arbitration.

                                      -24-

<PAGE>

                The arbitration hearings shall be held in Milwaukee, Wisconsin.
Each party shall submit its case to the arbitrators within sixty (60) Business
Days of the selection of the third arbitrator 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 TMG. Such decision shall be a
condition precedent to any right of legal action arising out of the arbitrated
dispute which HPS and TMG may have against each other. Judgment upon the award
rendered may be entered in any court having jurisdiction thereof.

                HPS and TMG shall pay (i) the fees and expenses of its own
arbitrator, (ii) one-half of the fees and expenses of the third arbitrator and
(iii) one-half of the other expenses that HPS and TMG jointly incur directly
related to the arbitration proceeding. Other than as set forth above, HPS and
TMG 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 TMG incur to prepare for such
arbitration.

                Except as provided above, the arbitration shall be conducted in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association.

        B.      CONFIDENTIALITY.

                The parties acknowledge and agree that they may deliver to each
other information about them and their business which is nonpublic, confidential
or proprietary in nature. All such information, regardless of the manner in
which it is delivered, is referred to as "Proprietary Information." However,
Proprietary Information does not include information which (a) is or becomes
generally available to the public other than as a result of a disclosure by the
other party, (b) was available to the other party on a nonconfidential basis
prior to its disclosure by the disclosing party or (c) becomes available to the
other party on a nonconfidential basis from a person other than by the
disclosing party. Unless otherwise agreed to in writing by the disclosing party,
the other party shall (a) except as required by law (including laws, regulations
and governmental orders, rulings and guidelines applicable to disclosures of
publicly-held companies or their subsidiaries), keep all Proprietary Information
confidential and not disclose or reveal any Proprietary Information to any
person other than those employed by the other party or on behalf of the other
party who are actively and directly participating in the transactions
contemplated in this Agreement, the Ancillary Documents and the Treaty
("Involved Person"); (b) cause each Involved Person to keep all Proprietary
Information confidential and not disclose or reveal any Proprietary Information
to any person other than another Involved Person and (c) not use the Proprietary
Information, and ensure that each Involved Person does not use the Proprietary
Information, for any purpose other than in connection with the transactions
contemplated in this Agreement, the Ancillary Documents and the Treaty. Each
party shall and shall cause its respective officers, directors, agents,
employees and representatives (together, "Representatives"), promptly upon
demand, to return all Proprietary Information and copies thereof. In addition,
in the event that Closing does not occur on or before December 31, 1996, then
upon demand by TMG, HPS shall, and shall cause its Representatives, immediately
to return to TMG all information (regardless of whether such information
constitutes Proprietary Information) that TMG has provided to it in

                                      -25-

<PAGE>

connection with any due diligence or transactions review that HPS has conducted
and any copies thereof.

        C.      RELATIONSHIP; NO IMPLIED ASSUMPTION OF LIABILITIES.

                TMG and HPS acknowledge and agree that this Agreement does not
create a partnership or joint venture relationship between them. The parties
agree that neither of them is assuming any liability, agreeing to pay any
amount, or undertaking performance of any task or obligation not expressly set
forth herein.

        D.      AMENDMENT AND WAIVER.

                This Agreement may not be amended, or its terms modified or
waived, except by an instrument in writing signed on behalf of each of the
parties.

        E.      PUBLICITY.

                HPS and TMG shall not issue any press release or make any public
announcement concerning this Agreement or the transactions contemplated hereby
without the prior written approval of the other party.

        F.      SUCCESSORS AND ASSIGNS.

                This Agreement shall inure to the benefit of and bind the
parties and their respective successors and assigns. Neither this Agreement nor
any right or obligation hereunder nor any part hereof may be assigned by any
party without the prior written consent of the other party.

        G.      GOVERNING LAW.

                This Agreement will be governed by and construed in accordance
with the internal laws of the State of Wisconsin; provided, however, that the
enforceability and validity of Section IX(A) shall be governed by 9 U.S.C. ? 1
et. seq.

        H.      ENTIRE AGREEMENT.

                This Agreement and the Ancillary Documents supersede all prior
discussions and agreements (including the Letter of Intent between CGLIC, TMG
and HPS dated November 13, 1996) between, and contains the sole and entire
agreement between, the parties with respect to the subject matter hereof.

        I.      NO THIRD PARTY BENEFICIARIES.

                This Agreement is for the benefit of the parties only and does
not confer any right, benefit, or privilege upon any person or entity that is
not a party to this Agreement.

                                      -26-

<PAGE>

        J.      EXHIBITS.

                The Exhibits to this Agreement are made a part of this Agreement
as if fully set forth herein. In the event of any conflict between the Exhibits
and the text of this Agreement, the text of this Agreement shall control.

        K.      EXPENSES.

                Except as expressly set forth in this Agreement, the parties
shall bear their own costs, fees and expenses incurred in connection with the
preparation, execution, delivery and performance of this Agreement and the
Ancillary Documents, including legal fees and the fees of any broker, finder or
other intermediary entitled by law or contract to charge a fee; and each party
agrees to indemnify and defend the other from any claims for such fees arising
from its own actions and contracts.

        L.      HEADINGS.

                The headings used in this Agreement have been inserted for
convenience and do not constitute matter to be construed or interpreted in
connection with this Agreement.

        M.      INTERPRETATION.

                Any reference in this Agreement to an article, section,
subsection, paragraph, schedule or exhibit shall, unless otherwise specified,
refer to such article, section, subsection, paragraph, schedule or exhibit in
this Agreement. The words "including," "included," and "include" shall be deemed
to be followed by the phrase "without limitation," wherever used in this
Agreement.

        N.      SEVERABILITY.

                If any provision of this Agreement is held to be illegal,
invalid, or unenforceable under any present or future Law, and if the rights or
obligations of any party under this Agreement will not be materially and
adversely affected thereby, (a) such provision will be fully severable, (b) this
Agreement will be construed and enforced as if such illegal, invalid, or
unenforceable provision had never comprised a part hereof, (c) the remaining
provisions of this Agreement will remain in full force and effect, and (d) in
lieu of such illegal, invalid, or unenforceable provision, there will be added
automatically as a part of this Agreement, a legal, valid, and enforceable
provision as similar in terms to such illegal, invalid, or unenforceable
provision as may be possible to accomplish the purpose of the unenforceable,
illegal or invalid provision.

                                      -27-

<PAGE>

        O.      NOTICES.

                Any notice or communication given pursuant to this agreement
must be in writing and shall be deemed to have been duly given if mailed (by
registered or certified mail, postage prepaid, return receipt requested), if
transmitted by facsimile, acknowledged as received by electronic confirmation
from the addressee's telephone number and confirmed by courier or a recognized
overnight delivery service, or if delivered by courier or a recognized overnight
delivery service, providing a receipt or other proof of delivery, as follows:

                If to TMG:

                        Mr. Ken L. Evason
                        President
                        The Mutual Group (U.S.), Inc.
                        401 North Executive Drive
                        Brookfield, Wisconsin 53005

                        Facsimile Telephone Number:

                        (414) 797-2376

                If to HPS:

                        HealthPlan Services, Inc.
                        3501 Frontage Road
                        Tampa, FL  33607
                        Attention:  General Counsel

                        Facsimile Telephone Number:

                        (813) 287-6629


                All notices and other communications required or permitted under
this Agreement that are addressed as provided in this Section will, whether sent
by mail, facsimile, courier, or overnight delivery service be deemed given upon
the first business day after actual delivery to the party to whom such notice or
other communication is sent (as evidenced by the return or other receipt or
shipping invoice signed by a representative of such party or other third-party
proof of delivery or by the facsimile confirmation). Any party from time to time
may change its address for the purpose of notices to that party by giving a
similar notice specifying a new address.

                                      -28-

<PAGE>

        P.      COUNTERPARTS; AUTHORITY.

                This Agreement may be executed simultaneously in any number of
counterparts, each of which will be deemed an original, but all of which will
constitute one and the same instrument.

                Each of the undersigned officers of the parties hereby
represents and warrants on behalf of the party for which he is a signatory that
all requisite director, shareholder and third-party actions or consents
necessary to authorize the execution and delivery of this Agreement have been
fully and finally taken, that he has been duly authorized by such actions and
consents to execute and deliver this Agreement on behalf of the party for which
he signs, that this Agreement represents the duly authorized, legal, valid and
binding action of the party for which he is a signatory and that this Agreement
is enforceable by and against the party for which he signs in accordance with
its terms, except as the same may be limited by bankruptcy, insolvency or
similar laws affecting creditors' rights generally, and general equitable
principles.

                IN WITNESS WHEREOF, TMG and HPS have caused this Agreement to be
executed on their behalf by its duly authorized officers as of the date first
written above.

                                                TMG LIFE INSURANCE COMPANY

                                                By: /s/ KEN L. EVASON
                                                    -----------------
                                                Title:  President

                                                HEALTHPLAN SERVICES, INC.

                                                By: /s/ TIM CLIFFORD
                                                    ----------------
                                                Title:  Chief Operating Office




                                      -29-

<PAGE>

                                    EXHIBIT A
                                    Policies

                                    EXHIBIT B
                                     Treaty

                                    EXHIBIT C
                                     Reports

                                    EXHIBIT D
                                  Hardware List

                                    EXHIBIT E
                             Personal Property List

                                    EXHIBIT F
                                   Trademarks

                                    EXHIBIT G
                               Real Property Lease

                                    EXHIBIT H
                              Third Party Contracts

                                     -30-