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                                  [LETTERHEAD]

January 22, 1999

Mr. David C. Prosser
RTW, Inc.
P.O. Box 39327
8500 Normandale Lake Boulevard
Minneapolis, MN 55439

Dear Dave:

     This letter will serve to confirm our arrangement regarding your 
continued employment by RTW for a period of up to 12 months after December 
31, 1998.

     1.  RESPONSIBILITIES.  Your role, responsibilities, and goals will be 
defined by the Company from time to time. We will periodically review the 
status and progress of the various projects for which you are responsible. 
One such review will occur between mid-June and mid-July.

     At this time, we anticipate that your services may include activities in 
the following:

          a.  assistance in consideration and integration into RTW of 
              potential merger or acquisition opportunities;

          b.  acquisition or implementation of self-insured opportunities;

          c.  representing RTW as its founder within or outside the Company;

          d.  helping me personally with the transition to a new management 
              team, especially in operations;

          e.  completion of the operations portability project, including 
              process charting and training;

          f.  guidance and development of the brand and internal 
              communication of the RTW vision;

          g.  providing services as a listener and a coach to me personally on
              critical issues;

          h.  assistance in product restructuring and product development; and

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Prosser                                                                   Page 2
                                                                January 22, 1999

          i.  providing historical perspective and resident knowledge to Team 
              S as needed.

     2.  SALARY AND BENEFITS.  While you are employed under the terms of this 
Letter Agreement, you will receive a monthly salary of $25,000, will be 
eligible to participate in the standard health, life, medical insurance, and 
other fringe benefit programs available to all RTW employees. You will not be 
eligible for continued reimbursement of your automobile expenses.

     3.  AT-WILL EMPLOYMENT.  Your employment will be "at-will" and may be 
terminated by either you or by RTW at any time and for any reason whatsoever 
upon fourteen (14) days notice. Your employment will automatically terminate 
in the event of your death or if you are unable to substantially perform your 
responsibilities by reason of physical or mental disability for more than 
thirty (30) days.

     4.  ENTIRE AGREEMENT.  This Letter Agreement, together with the 
Agreement regarding Confidential Information, Inventions, and Non-Competition 
which you previously executed, contain the entire understanding and agreement 
with respect to your continued employment by RTW and supercede all previous 
agreements, discussions, or understandings, whether written or oral, between 
you and RTW on the same subject.

     5.  AMENDMENT.  This Agreement may be amended or modified only by a 
written agreement signed by both of us.

     If this letter accurately sets forth our understanding on this matter, 
please sign and return one copy to me for RTW's files. The other copy is for 
your records.

                                       Sincerely,


                                       /s/ Carl B. Lehmann
 
                                       Carl B. Lehmann
                                       Chief Executive Officer

READ AND AGREED

/s/ David C. Prosser
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David C. Prosser