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                                                                   EXHIBIT 10.99

                   LOAN UNDERWRITING AND PROCESSING AGREEMENT

      This Loan Underwriting and Processing Agreement (this "Agreement") is made
as of June 12, 2002 (the "Effective Date") by and between RICHLAND STATE BANK, a
South Dakota state bank whose address is 501 Jay Street, Bruce, South Dakota
57220 (the "Bank") and the COLLEGE FUND LIFE DIVISION of THE MEGA LIFE AND
HEALTH INSURANCE COMPANY, an Oklahoma corporation ("CFLD").

                                    RECITALS:

      A. The Bank proposes to make student loans to various students proposed to
the Bank in connection with the College Fund Life Division's Student Loan
Program.

      B. CFLD desires to assist the Bank in underwriting and processing such
student loans which the Bank plans to sell and transfer to UICI Funding Corp. 2
("UFC2"), pursuant to that certain Loan Origination and Purchase Agreement made
as of the Effective Date between the Bank, UFC2 and UICI (the "UFC2 Agreement").

      C. The Bank and CFLD desire to enter into this Agreement to provide for
the underwriting and processing of such student loans by CFLD as a third party
independent contractor to the Bank.

                                    AGREEMENT

      In consideration of the foregoing Recitals, the following mutual and
respective covenants and agreements of the parties, and for other valuable
consideration, the parties agree as follows:

      1. Engagement by Bank. The Bank hereby engages CFLD to underwrite, review,
process, and provide information to the Bank to permit the Bank to approve or
disapprove prospective student loans (the "Loans"). CFLD is directed to obtain
all underwriting materials and information, and CFLD will underwrite and process
such loan applications and underwriting information and material in conjunction
with the "Underwriting Criteria" mutually adopted by the Bank, CFLD and UFC2.
The legal relationship between the Bank and CFLD shall be solely and exclusively
that of an independent contractor as it pertains to this Agreement.

      2. Covenants of CFLD. CFLD agrees to undertake the following acts and
conduct as an independent third party contractor of the Bank:

            (a) Underwriting and Processing. CFLD will review all underwriting
      information and materials in conjunction with the underwriting Criteria.
      Based upon such review, CFLD will either recommend approval or disapproval
      of each prospective Loan to the Bank.

            (b) Truth-in-Lending Disclosure. As to all prospective Loans which
      CFLD recommends the Bank to approve, CFLD will prepare and forward to the
      appropriate student to whom a Loan is made, a Truth-in-Lending Disclosure
      Statement, generally in the form agreed upon by the Bank and UFC2 and
      provided to CFLD. CFLD and the Bank will also mutually agree on the form
      for denial of prospective Loans. CFLD will

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      issue Loan denial letters in the approved form to all denied Loan
      applicants. CFLD will provide the Bank with copies of such denials upon
      request.

            (c) Loan Disbursements. CFLD will prepare checks for disbursement
      from the Bank's student loan disbursement account and prepare electronic
      funds transfers to institutions requesting that form of disbursement to
      the extent funds are available in the Deposit Account pursuant to the UFC2
      Agreement. CFLD will notify the Bank and UFC2 of amounts funded, fees
      charged and net disbursements to the student borrowers. Subject to UFC2's
      compliance with the Deposit Requirement as provided in the UFC2 Agreement,
      CFLD may also disburse the Underwriting Fee (as defined in Section 3) to
      itself and the insurance premium payable to UFC2.

            (d) Servicing. CFLD will service loans throughout the disbursement
      period and for up to 90 days after full disbursement, at which time the
      Loans will be transferred to the third-party servicer designated by UFC2.

            (e) Further Cooperation. CFLD further agrees to reasonably cooperate
      and assist both the Bank and UFC2 in connection with the underwriting,
      processing, review, approval or disapproval of loans, the records and
      documents of CFLD concerning the funding and origination of the Loans, and
      any proposed changes to the Underwriting Criteria.

      3. Compensation to CFLD. The parties understand that CFLD's compensation
for services under this Agreement will be in the form of an underwriting and
processing fee (the "Underwriting Fee"), in an amount as set forth in the table
below:

<TABLE>
<CAPTION>
 TYPE OF LOAN                                            UNDERWRITING FEE
                                                  (EXPRESSED AS A % OF PRINCIPAL
                                                               AMOUNT)
<S>                                               <C>
Fixed Rate.....................................            1.00% (100 bps)

Variable Rate..................................            2.50% (250 bps)
</TABLE>

CFLD will collect the Underwriting Fee out of proceeds of the Loans. Except for
collection of the Underwriting Fee pursuant to this Agreement, CFLD will not
look to the Bank for any compensation in connection with this Agreement.

      4. Bank Audit Reports. The Bank may audit the performance of this
Agreement by CFLD at any time at the Bank's expense during normal business
hours. The Bank will provide CFLD with at least 24 hours of advance notice prior
to conducting such audit activities.

      5. Term of Agreement. This Agreement will remain in effect for one year
from the Effective Date, and will automatically renew for additional periods of
one year until terminated by either party. If either party materially breaches
this Agreement, it may be terminated for cause upon 30 days' prior written
notice, pending cure of any such default through the exercise of all reasonable
diligence by the defaulting party.

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      6. Binding Effect. This Agreement shall inure to the benefit of and be
legally binding upon the Bank and CFLD, their respective representatives,
successors and permitted assigns. The benefits of this Agreement may not be
assigned to, nor the duties under this Agreement delegated to, any third party
without the prior written consent of the other party, which shall not be
unreasonably withheld.

      7. Counterparts. This Agreement may be executed and delivered by the
parties in any number of counterparts, and by different parties on separate
counterparts, each of which counterpart shall be deemed to be an original and
all of which counterparts, taken together, shall constitute one and the same
instrument. Signatures transmitted by electronic facsimile shall be effective to
bind all parties, provided that original signed counterparts shall be circulated
among the parties reasonably promptly after transmission of such signature pages
by facsimile.

      The Bank and CFLD have executed this Agreement on the dates set forth
below, to be effective as of the Effective Date first defined above.

                                           "BANK"

                                           RICHLAND STATE BANK, a South Dakota
                                           state bank

Date: 8/8/02                               By: /s/ Eldon V. Eighmy
                                               -----------------------------
                                               Eldon V. Eighmy
                                               President and Chief Executive
                                               Officer

                                           "CFLD"

                                           THE MEGA LIFE AND HEALTH
                                           INSURANCE COMPANY, an Oklahoma
                                           corporation

Date: 8/7/02                               By: /s/ Paula Padgett
                                               -----------------------------
                                               Paula Padgett, Vice President

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