AGENCY AGREEMENT TABLE OF CONTENTS

IHC Insurance Agency, LLC
Agency Agreement

THIS AGREEMENT is made and entered as of the 31st day of December 2002,
between IHC Health Plans, Inc., a Utah nonprofit corporation with principal
offices in Salt Lake City, Utah, plus IHC Benefit Assurance Company, Inc., a
Utah corporation with its principal office in Salt Lake City, Utah, both of
which are together herein referred to as "IHC" (or "us" or "we"), and Fringe
Benefit Analysts, Inc. (herein referred to as "Agency" or "you" or "your"), with
principal offices in Layton, Utah.

10/01

AGENCY AGREEMENT
TABLE OF CONTENTS

Fact Sheet.................................................................. 1
Table of Contents .......................................................... 2

ARTICLE I - APPOINTMENT
------------
1.1 Appointment .................................................. 4
1.2 Letters of Record ............................................ 5
1.3 Agents and Sub-agents ........................................ 6

ARTICLE n - QUALIFICATIONS. DUTIES. RIGHTS. AND LIMITATIONS
-----------------------------------------------
2.1 Qualifications ................................................ 6
2.2 Duties ........................................................ 8
2.3 Rights ........................................................ 9
2.4 Limitations ................................................... 9
2.5 Compliance with ▇▇▇▇▇ ▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, Sec.s 1033 and 1034 ..................... 9

ARTICLE in - COMPENSATION
------------
3.1 Commissions ................................................... 10
3.2 Top Producer Bonus ............................................ 11
3.3 IHC BrokerLine ................................................ 11

ARTICLE IV - TERM AND TERMINATION
--------------------
4.1 Termination of Agreement and Appointment ...................... 11
4.2 Obligations of the Parties Upon Termination ................... 13
4.3 Loss of Direct Agent Appointment. ............................. 13
4.4 Continuously and Properly Licensed ............................ 14

ARTICLE V - GENERAL TERMS
-------------
5.1 Applicable Law; Arbitration ................................... 14
5.2 Assignments ................................................... 14
5.3 Calendar Days ................................................. 14
5.4 Confidentiality ............................................... 15
5.5 Exhibits ...................................................... 15
5.6 Force Majeure ................................................. 15
5.7 Indemnification ............................................... 15
5.8 Modification of the Agreement ................................. 16
5.9 Notices ....................................................... 16
5.10 Section Headings ............................................ 17
5.11 Severability ................................................ 17
5.12 State and Federal Laws ...................................... 17
5.13 Successors in Interest ...................................... 17
5.14 Superseding Effect .......................................... 17
5.15 Tax and Duties .............................................. 18

ARTICLE VI - CONFIDENTIALITY AND SECURITY OF MEMBER DATA
-------------------------------------------
6.1 Definitions ................................................... 18
6.2 Access ........................................................ 18
6.3 Use ........................................................... 18
6.4 Disclosure .................................................... 19
6.5 Safeguards .................................................... 19
6.6 Accounting & Reporting of Uses & Disclosures .................. 19
6.7 Access to Agency . ............................................ 19
6.8 Amendment of Protected Information . .......................... 20
6.9 Termination ................................................... 20
6.10 Termination Procedure ........................................ 20
6.11 IHC'S Right to Injunctive Relief.............................. 20
6.12 Amendment of this Agreemeent ................................. 21
Signatures ................................................................. 22
Exhibits ................................................................... 23

WITNESSETH
----------

WHEREAS, IHC serves as either an insurer or as an intermediary between
premium-based and self-insured employer groups and individuals and health care
providers, and has made arrangements with such providers to render health care
services pursuant to mutually agreeable terms; and

WHEREAS, Agency is an insurance agency licensed to perform such
services by the Utah Department of Insurance; and

WHEREAS, Agency desires to provide such services for IHC (on types of
business offered by IHC) to help establish a relationship between IHC and
various insured, self-insured, and other employer groups and individuals in
exchange for commissions and other compensation as set forth herein;

NOW, WHEREAS, in consideration of the promises and mutual
representations herein contained, the parties hereto agree as follows:

ARTICLE I
APPOINTMENT
-----------
1.1 Appointment. IHC hereby appoints Agency, who hereby accepts a
nonexclusive, nontransferable right (without prior written approval of
IHC) to serve as a marketing Agency for IHC, authorized (subject to the
limitations in this Agreement) to solicit, negotiate, sell, and service
IHC insurance and other service contracts, provided that no such
contract will take effect without prior approval of the Underwriting
Department of IHC. This Appointment is expressly made subject to the
terms, conditions, limitations, and restrictions of this Agreement.

Unless specified otherwise by us, this Appointment and Agreement
will also apply to any appointment subsequently granted to you by IHC to
represent IHC in the promotion of any other IHC product. This
Appointment will be limited to that geographical region in which we are
functioning, but you will not have any exclusive rights with regard to
IHC plans or services within such area.

IHC service contracts intended to be included in the terms of this
Agreement include products offered by IHC Health Plans, Inc. and IHC Benefit
Assurance Company, Inc. In addition, this contract extends to the products of
any other company that authorizes IHC Insurance Agency, LLC to solicit business.
It is agreed that any and all Agent or Agency Agreement(s) signed by the Agent
or Agency prior to this Agreement are null and void.

1.2 Letters of Record. Letters of Record received from other IHC
appointed/authorized agents on any of your groups and individuals will be
verified by us with the employer/individual as to the
employer's/individual's intent. If verified, you will be notified by us
and given one week to obtain from the employer/individual a Letter of
Rescission rescinding the new Letter of Record. If no such rescission is
obtained in that period, then we will recognize the new agent as the
servicing agent for that group or individual, and the new agent and not
you will be entitled to receive the commissions for premiums paid on that
group or individual beginning with the next premium due date following
receipt of the new Letter of Record. Except as provided below, IHC will
honor a new or change in Letter of Record only after one year or more from
the initial effective date of the contract. IHC will, however, initiate
and/or support change actions at any time an agent is involved with
fraudulent activities or misrepresentations or is terminated by IHC for
cause, and IHC will not pay an agent or agency involved in these types of
activities after such a change. If a client insists on a change of
representation during the first year of a new IHC contract and an agent is
willing to service with no compensation until the first year renewal, IHC
will honor the new agent representation, but will continue to pay
commission to the initial agent until renewal. If IHC receives an agent of
record letter dated more than 30 days prior to the first renewal, it will
be returned, as we will only accept letters with a date of 30 days or less
prior to the initial renewal to transfer the account.

1.3 Agents and Sub-agents. In the event that any agent or sub-agent employed
by or associated with Agency has five or more groups and at least Two
Million Five Hundred Thousand Dollars ($2,500,000) annual IHC premium, and
desires to be released from Agency in order to work directly with IHC or
another agency and to retain commissions on produced groups, then in IHC'S
discretion, such agent/sub-agent may be declared by IHC to be an
independent agent and receive Top Producer Bonuses as described in the
standard IHC Agent Agreement on business placed after such time. Following
such a change. Agency will not be entitled to receive commissions on such
independent agent's production and will not be entitled to count such
agent's production towards Agency's Top Producer Bonus.

If any agent or sub-agent employed by or associated with Agency desires to
break away from Agency prior to reaching the five group/Two Million Five
Hundred Thousand Dollar ($2,500,000) annual IHC premium level, then,
except as provided in the following sentence, such change may only be made
upon agent/sub-agent obtaining a signed release from Agency or obtaining
some other signed agreement between Agency and agent/sub-agent authorizing
such result. If there is a dispute or unwillingness on the part of an
Agency to release any agent or sub-agent from the Agency, and no other
mutual written agreement addresses such release, then the agent or
sub-agent and related accounts will be released no later than 90 days from
such written request, whether or not Agency agrees.

ARTICLE II
----------

QUALIFICATIONS, DUTIES, MGHTS, AND LIMITATIONS

2.1 Qualifications. To qualify as an Agency hereunder, you must have and at
all times maintain a valid and current license issued by the Utah
Department of Insurance, authorizing you to sell and service health care

service contracts. You will notact as an agency for IHC at any time when
your license is terminated, lapsed, or suspended, regardless of the
reason, and you agree to immediately notify IHC any time that your license
is terminated, lapsed, suspended, or otherwise not in effect. All persons
required to be individually licensed to provide services through your
agency pursuant to this Agreement must be appropriately licensed, and you
agree to require and to verify that each such person is appropriately
licensed at all times and to terminate from acting under the authority of
this Agreement any person not appropriately licensed.

Pursuant to the Violent Crime Control and Law Enforcement Act of ▇▇▇▇
(▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, Sec.s 1033 and 1034), to qualify as an
Agency for IHC, and for any individual to qualify as your agent selling or
offering IHC products, you, each of your employees, and each
agent/sub-agent associated with you must have not ever at any time been
convicted or plead guilty or have been found to be guilty of a felony
crime involving dishonesty, breach of trust, or any crime related to
insurance. As an express condition of this Agreement and your Appointment
as an Agency for IHC, you certify and promise that none of your employees,
agents, or sub-agents have been convicted or plead guilty or have been
found to be guilty of any such crime, and you promise to promptly notify
IHC, as well as the Utah Commissioner of Insurance in the event that any
such person is either charged with or convicted of any such crime. You
also hereby agree to obtain written consent from the Utah Commissioner of
Insurance before engaging in the business of insurance. Any failure on
your part to immediately terminate from employment and/or association with
you of any person convicted of such a crime will result in termination of
this Agreement.

2.2 Duties. To qualify for the commissions, overrides, and bonuses specified
below, you must continue as the Agency of record for each fully insured or
partially self-funded account. (See above.)

You agree to provide a high level of customer service and support to your
customers. You further agree to provide your agents/sub-agents with a
level of administrative support that is reasonably necessary to assist
them in providing good customer support, including but not limited to
promptly paying agents and sub-agents their share of commissions and other
compensation received from IHC for IHC business.

You agree to actively and in good faith promote our products, plans, and
services in regard to initial sales, customer support, and renewals. You
will indemnify us in full against any loss of money or of property,
including any incurred costs and/or expenses which we sustain through any
fraudulent or dishonest act or culpable negligence on your part or on the
part of anyone working for you, including but not limited to any acts
identified in 2.4 below.

You will at all times maintain errors and omissions insurance coverage on
yourself and all your employees, and require agents and sub-agents to
provide evidence of coverage at a minimum amount of One Million Dollars
($1,000,000). You will provide evidence of such coverage to us prior to
your selling the first group or individual policy for us, and you will
provide evidence of such insurance for all of your other agents,
sub-agents, and employees, with proof of coverage to us within thirty (30)
days of the appointment or employment of such individuals. All such
coverage will be maintained in force after such dates as long as this
Agreement is in effect, and your authority to act as an Agency for IHC
will be suspended any time such coverage is not in effect.

You agree to abide by and conduct yourself with honesty and integrity, in
accordance with guidelines that may be promulgated and modified by us in
"IHC BrokerLme" from time to time, and in all other respects according to
law.

2.3 Rights. You will have the right to use sales brochures, rate sheets,
applications, certificates, and various other forms provided by us to help
you perform your marketing responsibilities. However, you will not divulge
proprietary information about us when identified in writing to you as such
and will strictly abide by the provisions of the confidentiality section
that appears below.

2.4 Limitations. As stated above, your Appointment as our Agency is limited to
the geographical region in which we are functioning, but you will not have
any exclusive rights with regard to the plans or services within such
area. You will have no authority to make, alter, vary, or discharge
contracts in the name of IHC or to waive or modify any terms or conditions
of the contracts proposed by us, including but not limited to having no
authority to modify or waive any eligibility or enrollment requirement or
standard for any group or individual. Agency agrees to indemnify IHC if,
solely as the result of representations made by the Agency to the customer
or other conduct forbidden by this paragraph, IHC is required to provide
any coverage or to pay any claim or claims that would not otherwise be
covered.

2.5 Compliance with Title 18. United States Code. Sec.s 1033 and 1034. You
certify and agree that none of your officers, agents, or employees has
ever been convicted of a felony involving either dishonesty or a breach of
trust, or any crime involving the business of insurance. Your further
certify and agree that you have made recent inquiry of all your officers,
agents, and employees regarding any possible past convictions and that you
will, at the time of employment and periodically thereafter (not less
often than annually), check and recheck such officers, agents, and
employees to determine your continued compliance with this paragraph.

You agree that any officer, agent, or employee who is found to have been
convicted of any such crime will not be involved in any way in any
activities of any kind for IHC Health Plans, Inc., whether described in
this Agreement or not, unless they have first been expressly granted
authority to do so by the Utah Commissioner of Insurance. You agree to
immediately notify us if at any time any of your officers, agents, or
employees are ever convicted of such a crime. You understand that any
violation by you of this paragraph will constitute grounds for immediately
cancellation of this Agreement by IHC Health Plans, Inc.

ARTICLE III

COMPENSATION

3.1 Commissions. Commissions paid by us for sales of eligible, fully insured
plans are based on monthly premiums earned and paid to us from group and
individual contracts or agreements sold by you. Payment of commissions
will be made on or about the fifteenth (15th) of the month following the
month in which we receive the monthly premiums. The methods of determining
commissions payable hereunder are set forth in Exhibits A, B, C, and D
which are attached hereto and are, by this reference, made a part of this
Agreement. The schedule(s) of commissions may be changed by us at any time
upon at least thirty (30) days prior written notice.

Self-funded, partially self-funded, and administrative-services-only
contracts, and contracts with large groups over 500 employees (eligible
for IHC or other carrier coverage in all locations) where arrangements are
"net" of commissions or other than standard commissions, are all not
covered by this Agreement. Commissions or other compensation payable to
you for such arrangements must be separately negotiated between you and
the Employer prior to the effective date of such plan established with
IHC.

Any deviations from the compensation requirements of this Agreement must
be negotiated and agreed to by us in advance of any commitment to any
client/member, and must be in writing, signed by an officer of IHC.

3.2 Top Producer Bonus. In return for producing health care premiums for us
(on types of business offered by us), you will receive a Top Producer
Bonus payment when you have generated a specified minimum annual premium
from groups contracting with us for health care services. In such event,
you will be entitled to receive the Top Producer Bonus payment set forth
in Exhibit D, which is, by this reference, made a part of this Agreement.

3.3 IHC BrokerLine - Policies and Procedures. Additional information on
compensation and policies and procedures will be provided by us to you
from time to time in the publication "IHC BrokerLine." Such information
will become a part of our relationship unless you object to it within
thirty (30) days after receiving the publication.

ARTICLE IV
TERM AND TERMINATION

4.1 Termination of Agreement and Appointment. This Agreement and Appointment
will be for an initial term of one (1) year, and will automatically renew
from year to year unless terminated for any of the following:

A. Upon thirty (30) days advance written notice by either party for any
reason, with or without cause (the parties agree that it will not be
a breach of the implied covenants of good faith/fair dealing for
either party to terminate this Agreement either with or without
cause);

B. Upon written notice, if either party fails to comply with the terms
or conditions of this Agreement and fails to cure the same within
thirty (30) days of receipt of written notice to cure, except for
those things designated elsewhere as resulting in an immediate
termination or suspension of this Agreement; or

C. Immediately, for any of the following events, either party may
terminate this Agreement by giving the other party written notice of
such termination:

(1) The adjudication of either party to be bankrupt or insolvent;

(2) The filing by either party for bankruptcy or insolvency;

(3) The filing by either party for reorganization or readjustment
under any law relating to insolvency or bankruptcy;

(4) The appointment of a receiver with respect to all or
substantially all of the property of either party;

(5) Any assignment by either party of its assets for the benefits
of creditors; (6) The institution by either party of any
proceedings for liquidation or the winding up of its business
other than for purposes of reorganization, consolidation, or
merger; (7) Agency's failure to obtain and/or maintain errors
and omissions liability insurance in force in amounts
acceptable to us; or

(8) Agency's loss or non-renewal of its license from the State of
Utah to sell and service insurance and other service
contracts, or the institution of proceedings by the Insurance
Commissioner for the cancellation and/or revocation of such
license.

(9) Death of agent or principal of agency.

(10) Employment of any person in violation of 2.1 of this
Agreement.

The Parties agree to promptly notify each other upon the occurrence
of any of the foregoing grounds for termination. The occurrence of
either (7) or (8) or (9) or (10) above will cause the immediate,
automatic suspension of Agency's appointment under this Agreement.

4.2 Obligations of the Parties Upon Termination. Upon termination of the
Appointment and this Agreement, neither party will have any further
obligations except for compensation payable for business already in place;
provided, however, that no compensation will be payable following
termination if the agent or agency has engaged in dishonest or fraudulent
activities in the sale of such business, when the agency contract has been
terminated for cause, or when such compensation would be improper under
applicable insurance laws and regulations. Also, upon the death of the
agent, compensation will continue for a period not to exceed the lesser of
90 days from date of death or until an "agent of record letter" is
presented on such business. In no event will any compensation be paid for
more than six months following the termination of this Agreement.

Since a sub-agent is not permitted to write any new IHC business after
termination of the Agency Agreement until transferring to a new appointed
IHC agency, sub-agents will be encouraged by IHC to transfer, and no
financial obligations by IHC to the previous agency will exist on such
transferred agents' business. Also, at the point that the loss of such
transferred business premiums will cause the previous agency's
qualification for overrides or Top Producer Bonus payments to terminate,
no further overrides will be paid.

4.3 Loss of Direct Agent Appointment. Any agent appointed directly to IHC
Insurance Agency, LLC, that maintains less than One Hundred Thousand
Dollars ($100,000) ofannualized IHC Health Plans premium will no longer
qualify for a direct appointment with IHC Health Plans, and the agent's
direct appointment will be terminated. Commissions on existing business
will continue for a period not to exceed six months, and no new business
will be honored. In order to submit new business and receive commissions
beyond six months, the agent will need to be appointed by an IHC General

Agent. Any new directly appointed agent must reach therequired One Hundred
Thousand Dollar ($100,000) level within twelve months from the effective
date of their Appointment with IHC Health Plans. 4.4 Continuously and
Properly Licensed. Commissions will be payable only so long as Agent
and/or Agency is (a) continuously and properly licensed and appointed, and
(b) continuously recognized as the Agent of Record to receive said
commissions. Agent may not transfer, assign or dispose of any interest he
or she may have under this Agreement without prior written consent of IHC.

ARTICLE V
GENERAL TERMS

5.1 Applicable Law: Arbitration. This Agreement will be construed and
interpreted in accordance with the laws of the State of Utah. Any and all
disputes arising under this Agreement, if not resolved by informal means,
will be submitted to binding arbitration pursuant to the Utah Arbitration
Act, Section 78-31a-l et seq. U.C.A. 1953, as amended. If any such
arbitration action is brought to enforce or interpret the provisions of
this Agreement, the prevailing party will be entitled to recover
reasonable attorney's fees and all of its costs and expenses related to
the arbitration, and such amount will be awarded and judgment entered
thereon in addition to any other relief which may be awarded.

5.2 Assignments. You have neither the power nor the right to assign or
transfer this Agreement or Appointment or any right or commission or
payment hereunder, or to delegate any duty under this Agreement, except as
provided herein and only upon our advance written consent. Likewise, IHC
cannot assign this Agreement without the prior written consent of the
other party.

5.3 Calendar Days. Unless stated otherwise, all periods of days referred to in
this Agreement will be measured in calendar days. 14

5.4 Confidentiality. The parties agree that they will not divulge, furnish, or
make accessible to anyone any trade secrets, or confidential or
proprietary information of the other party, identified as such in writing,
without the advance, prior written consent of the other.

5.5 Exhibits. The following Exhibits are hereby incorporated into this
Agreement by reference:

A. Exhibit A entitled, "Computation of Agent or Agency Commissions"

B. Exhibit B entitled, "IHC Commission Schedule for the Small Employer
(SE) Product (2-50 EEs)"

C. Exhibit C entitled, "IHC Commission Schedule for Individual Health
Plans (IHP)

D. Exhibit D entitled, "Computation of Top Producer Bonus Payments"

E. Exhibit E entitled, "Use and Disclosure of Protected Information"

5.6 ForceMajeure. Either party will be excused for failures and delays in
performance of its respective obligations under this Agreement caused by
declared or undeclared war, riots or insurrections, laws and regulations,
strikes or lockouts, floods, fires, explosions, or other catastrophes
beyond the control and without the fault of such party. This provision
will not, however, release such party from using its best efforts to avoid
or remove such cause, and such party will continue performance hereunder
with the utmost dispatch whenever such causes are removed. Upon claiming
any such excuse or delay for nonperformance, such party will give prompt
written notice thereof to the other party. None of the bases for
termination specified above may be considered as an excuse for performance
under this paragraph.

5.7 Indemnification. You will indemnify us and hold us harmless against any
and all claims, actions, damages, liability and expense, including
reasonable attorney fees, in connection with or arising from or out of any
occurrence reasonably related to this Agreement or your performance or the
performance of any of your employees, officers, agents, principals or
affiliates. This indemnification extends to principals, employees,

officers, agents and attorneys of IHC.

In the event a lawsuit is initiated against us involving IHC'S plan and
you are also named as a defendant, we will hire and pay for an attorney to
defend you in said lawsuit, subject, however, to the following:

A. If there is a conflict of interest in IHC'S proceeding with assisting
you in the subject lawsuit, then we will not be obligated to either
hire or pay for your attorney or, if later discovered we will not be
obligated to continue paying your attorney.

B. If judgement is rendered against you in any such lawsuit, then you
hereby agree to immediately reimburse IHC for all attorney fees,
costs, and expenses paid on your behalf in the subject lawsuit.

5.8 Modification of the Agreement. This Agreement contains the entire
understanding of the Parties. Except in the circumstances expressly stated
in this Agreement, any cancellation, modification, or waiver of rights
under this Agreement will be effective only if made in writing, signed by
the party against whom enforcement is sought. No waiver of any particular
breach or failure of performance of this Agreement will be construed as a
waiver of any other rights under this Agreement or of any other similar
breaches or failures of performance. No delay in acting with regard to any
breach will be construed as a waiver of the breach.

5.9 Notices. Any notices will be sufficiently given if sent by registered or
certified mail, postage prepaid, addressed or delivered as follows:

A. To IHC: ▇▇▇▇▇ ▇. ▇▇▇▇▇
IHC Health Plans, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇-▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

B. To Agent: At their current address.

A party may change its address in writing to the other party. Any such
notice will be deemed to have been given, if mailed by first class U.S.
mail to the last known address as provided herein, on the fifth (5th) day
after the date on which the notice is mailed.

5.10 Section Headings, The headings of Articles and Sections herein are used
for convenience and ease of reference and will not limit the scope or
content of the Articles or Sections.

5.11 Severabilitv. In the event that any provision of this Agreement will
become or be unenforceable, invalid, void or voidable, the same will be
limited, construed or, if necessary, eliminated to the extent necessary to
remove such defect and the remaining provisions will continue to bind the
Parties as though the unenforceable, invalid, void or voidable part were
not a part of the Agreement.

5.12 State and Federal Laws. The Parties recognize that this Agreement at all
times is subject to applicable state, local and federal laws. The Parties
further recognize that this Agreement will be subject to amendments in
such laws and regulations as are applicable. Any provisions of law that
invalidate, or otherwise are inconsistent with, the terms of this
Agreement or that would cause one or both of the Parties to be in
violation of law, will be deemed to have superseded the terms of this
Agreement; provided, however, that the Parties will exercise their best
efforts to accommodate the terms and the intent of this Agreement to the
greatest extent possible consistent with the requirements of law.

5.13 Successors in Interest. Subject to the foregoing provision on
assignability, this Agreement will inure to the benefit and be binding
upon the Parties, their successors, trustees, assigns, receivers, and
legal representatives, and will not inure to the benefit of any other
third person, firm, or corporation.

5.14 Superseding Effect. This Agreement supersedes all oral or written
agreements, if any, between the Parties and constitutes the entire
agreement between the Parties with respect to the matters contained
herein.

5.15 Taxes and Duties. The commissions, override bonus payments, and other fees
as specified herein are exclusive of any taxes, duties or other tariffs
imposed by any governmental agencies upon you. You are liable for any and
all such taxes, duties, or tariffs, including, but not limited to, state
and local sales, use, and property taxes, exclusive of taxes based upon
IHC'S income, if any.

ARTICLE VI
CONFIDENTIALITY AND SECURITY OF MEMBER DATA

6.1 Definitions. For purposes of this Agreement, the following terms have the
following meanings: "HIPAA" means the Health Insurance Portability and
Accountability Act of 1996, Public Law 104-191 and regulations promulgated
thereunder by the U.S. Department of Health and Human Services.

"GLB" means the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1999 (15 U.S.C.6801 through
6820) and Utah Administrative Code R5 90-206, Privacy of Consumer
Financial and Health Information Rule.

"Protected Information" means information described in Exhibit E of this
Agreement that IHC discloses to Agency or that Agency creates or receives
on behalf of IHC.

"Disclosure" means the release, transfer, provision of access to, or
divulging in any other manner of Protected Information outside the entity
holding the information.

"Use" means the sharing, employment, application, utilization, examination
or analysis of Protected Information within an entity that maintains such
information.

6.2 Access. You will limit access to Protected Information to your employees
who need access to such information in order to complete their job duties.

6.3 Use. You may only use Protected Information for those purposes described
in Exhibit E of this Agreement, for the proper management and
administration of your business, and to carry out your legal
responsibilities. Any other use must be approved by IHC in writing and in
advance of the use.

6.4 Disclosure. You may only disclose Protected Information for those purposes
described in Exhibit E of this Agreement and as required by law. Any other
disclosure must be approved by IHC in writing and in advance of the
disclosure. 6.5 Safeguards. You will use appropriate safeguards to prevent
access, use or disclosure of Protected Information otherwise than as
provided for by this Agreement.

6.6 Accounting and Reporting of Uses and Disclosures. You will make an
accounting of and report to IHC the following uses and disclosures:

A. Any use or disclosure you make in violation of this Agreement.

B. All disclosures you make as required by law.

C. As required by IHC, any use or disclosure not specifically permitted by
this Agreement but approved by IHC in accordance with Section 3 or 4 of
this Article. For all such accountings you will include: the date of
the use or disclosure, a brief description of the Protected Information
used or disclosed, and the purpose of the use or disclosure (or, for
disclosures, a copy of the document requesting you to make the
disclosure). Additionally, for disclosures you will also include the
name and, if known, the address of the recipient of the Protected
Information. You will report such accountings to IHC within ten (10)
working days of the use or disclosure requiring the accounting.

6.7 Access to Agency. For purposes of complying with HIPAA and of determining
compliance with this Agreement, you will give IHC access to the facilities
that you use to maintain and process Protected Information, as well as to
your books, records, and policies and procedures concerning access to and
use and disclosure of Protected Information. Additionally, you will also
give the access described above to the Department of Health and Human
Services ("HHS") as HHS deems necessary to determine IHC'S compliance with
HIPAA.

6.8 Amendment of Protected Information. As determined necessary by IHC to
comply with HIPAA, you agree to amend Protected Information that you
maintain as directed by IHC.

6.9 Termination. If you breach any provision of this Article, IHC may at its
option:

A. Exercise any of its rights of access under Section 7 of this Article.

B. Require you to submit to a plan of monitoring and reporting as IHC
determines necessary to comply with this Agreement.

C. Terminate this Agreement, with or without an opportunity for you to
cure your breach. D. Negotiate a cure period for you to cure your
breach. IHC'S remedies under this Section are cumulative, and the
exercise of any particular remedy does not preclude the exercise of any
other remedy. Additionally, IHC may exercise the remedies in this
Section notwithstanding any other provision of this Agreement and
without limiting its rights and remedies available in this Agreement
and under applicable law.

6.10 Termination Procedure. Upon termination of this Agreement, for any reason,
you shall return or destroy all Protected Information that you still
maintain in any form and shall retain no copies of such Protected
Information. If return or destruction is not feasible, you shall notify
IHC, continue to extend the protections of this Agreement and limit use of
such information to those purposes that make its return or destruction
infeasible.

6.11 IHC'S Right to Injunctive Relief. You understand and agree that IHC has a
fiduciary responsibility to protect the confidentiality of information
about its members. If you should disclose any information contrary to the
terms of this Agreement, IHC'S damages would be substantial, but difficult
to prove (e.g., loss of trust in IHC among its members). Consequently, IHC

shall be entitled to obtain injunctive and other mandatory judicial relief
against you to restrain and prevent any threatened, likely or possible use
or disclosure in any manner contrary to the terms of this Agreement of any
Protected Information. You understand and agree that other remedies would
be inadequate, due to IHC'S fiduciary responsibility to protect the
confidentiality of its members' information.

6.12 Amendment of this Agreement. You understand and agree that IHC may need to
amend this Agreement from time to time in order to ensure IHC'S compliance
with HIPAA and GLB. You agree to allow IHC to amend this Agreement in
order to comply with HIPAA and GLB by providing you a written copy of such
amendment thirty (30) days prior to the effective date of the amendment.
If you disagree with any such amendment, you must notify IHC in writing
within thirty (30) days of your receipt of IHC'S amendment. If you and IHC
cannot agree on an amendment within thirty (30) days thereafter, either
party may terminate this Agreement on written notice to the other.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement
which is effective as of the 31st day of December, 2001.

IHC: By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President of Broker Relations

AGENCY: By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇

Typed or printed Name: Fringe Benefit Analysts, LLC
--------------------------------------
Title: Member/Manager

EXHIBIT A
COMPUTATION OF AGENT OR AGENCY COMMISSIONS

See Sec. 3.1

For all Large Employer groups with fifty-one (51) eligible employees or
more written for IHC Health Plans or IHC Benefit Assurance Company, Inc.
(regardless of product name), commissions are payable to you by us for your
production. Such commissions are computed and paid to you based upon monthly
premiums actually paid to us from Employer Groups placed with such IHC plans by
you. Payment of the following commissions will begin approximately forty-five
(45) days after the enrollment of a group, and payments will be made on a
monthly basis thereafter.

Commissions are payable on monthly premiums received by us as follows,
beginning from the top of the scale for each group:

COMMISSION SCHEDULE
-------------------
First year and renewal year commissions are based per group on monthly
premiums as received, and are paid from the top of the scale on each case each
12 month plan year.

From the first submission of a group until the first commission check
is approximately forty-five (45) days, so long as the premiums have been paid.
Subsequent checks will be cut by the fifteenth (15th) of the following month for
those cases which have paid premium. Otherwise, such commissions will be paid
the month following receipt of premium.

Annual Premium Agent Percentage
-------------- ----------------
First $150,000 5%
Next $200,000 4%
Next $400,000 3%
Next $700,000 2%
Plus Next $1,500,000 1%
Excess of $2,950,000 1/2%

Groups of over five hundred (500) Employees (eligible for IHC or other
carrier coverage in all locations) will use the above Standard Scale or a
service fee/commission may be negotiated and the premium adjusted accordingly.
Such groups may be in the commission pool, or may be quoted net of commissions,
so long as it is understood that what one broker quotes all authorized brokers
can quote, so that no broker has a commission advantage over another.

EXHIBIT B

IHC COMMISSION SCHEDULE
FOR THE SMALL EMPLOYER (SE) PRODUCT - TWO TO FIFTY EMPLOYEES

SMALL EMPLOYER GROUPS OF TWO TO TWENTY-FOUR (2-24) EMPLOYEES
------------------------------------------------------------
For all Small Employer groups of two to twenty-four (2-24) employees,
the following commission and override schedule applies:

Percent of New
IHC or Renewal Rate Agent
Rate Increase from SE Commissions
Class* "Street Rate" (% of Premium)
------ ---------------- --------------
04-30 0%-14% 9%
31-50 15%-31% 7%
51-80 32%-57% 5%
81-92 58%+ 4%

* as reflected on renewal rate illustration

If a group has an adjustment on its rate class at renewal (up or down)
as a result of its claims history, the commission and override schedule shown
above will automatically then be implemented.

SMALL EMPLOYER GROUPS OF TWENTY-FIVE TO FIFTY (25-50) EMPLOYEES
---------------------------------------------------------------
Effective May 1, 2000 for new and renewal, Small Employer groups of 25
or more employees will be paid on the basis of:

7% Level Commission

Small Employer groups originally written with less than 25 employees,
but which grow to 25 or more employees during the year and maintain size at
renewal, will move to the 7% level commission upon renewal. Groups originally
written with 25 or more employees, but which diminish to fewer than 25 employees
during the year and maintain size at renewal, will move to the above rate tier
schedule for "Small Employer Groups of Two to Twenty-four (2-24) Employees" upon
renewal.
23

EXHIBIT C

IHC COMMISSION SCHEDULE FOR
INDIVIDUAL HEALTH PLAN ("IHP")

DURATIONALLY RATED IHP
----------------------
Durationally rated Individual Health Plans/Personal Care commission
schedule will be:

12% First Year
8% Second Year
4% Each Year Thereafter

For those individuals who reapply with full medical underwriting and
subsequently become eligible for the most favorable premium rates, the twelve
percent (12%) first year commission will again apply.

Durationally rated IHP premium volume will also count toward the Two
Million Five Hundred Thousand Dollar ($2,500,000) annual premium requirement for
Top Producer Override.

"Durationally rated" means "block of individual business contracts
filed with the State Insurance Department for a specific period of time."

NON-DURATIONALLY RATED IHP (PLANS EFFECTIVE PRIOR TO JANUARY 1999)
------------------------------------------------------------------
The commission schedule is a level four percent (4%) for all
non-durationally rated IHC Individual Health Plans ("IHP"). IHP contracts will
not count toward the five (5) group requirement for obtaining the Top Producer
Override, but the IHP premium volume will count toward the Two Million Five
Hundred Thousand Dollar ($2,500,000) annual premium requirement.

EXHIBIT D
COMPUTATION OF TOP PRODUCER BONUS PAYMENTS

Top Producer bonus payments are determined and paid on a different
basis depending upon which IHC plan is involved. No Top Producer Bonus is ever
payable unless and until the Agent (when Agent Agreement) or Agency (when Agency
Agreement) has in place at least five (5) group (Small Employer or non-Small
Employer, but not including Individual) contracts for IHC plans or policies. If,
at any time, Agent's or Agency's production drops below the Top Producer minimum
level(s) on the Top Producer Bonus lists after once having exceeded such
level(s), then Top Producer Bonuses will not be paid or payable, subject to the
provisions on the next page, until the agent's or agency's production again
exceeds such level(s). When payable, Top Producer Bonuses are added to the
regular commissions payable pursuant to Exhibit A.

TOP PRODUCER BONUSES - PERSONAL CARE/INDIVIDUAL POLICIES
--------------------------------------------------------
For Personal Care/Individual contracts, Top Producer bonus payments
arepaid to you on account of your total agent or agency production when agent or
agency reaches five (5) groups and Two Million Five Hundred Thousand Dollars
($2,500,000) annualized premium. The bonus/override is a level two percent (2%).
The five (5) groups and Two Million Five Hundred Thousand Dollars ($2,500,000)
annualized premium requirement can be satisfied by Large Employer, Small
Employer groups and premiums, as well as Individual premium.

TOP PRODUCER BONUSES - LARGE EMPLOYER AND SMALL EMPLOYER WITH
TWENTY-FIVE TO FIFTY (25 TO 50) EMPLOYEES
-------------------------------------------------------------

For all Large Employer and Small Employer with twenty-five to fifty
(25-50) employees health insurance products written for IHC Health Plans or IHC
Benefit Assurance Company, Inc. (regardless of product name). Top Producer bonus
payments are paid to you monthly, on monthly premiums received by IHC beginning
from the top of the scale on a group to group basis, on account of your total
agent or agency production volume, but only on business that exceeds the stated
premium levels in the following list:

Percentage of Premium
earned and paid that is
Annual Premium added per group
-------------- -----------------------
First $150,000 2%
Next $200,000 1 1/2%
Next $400,000 1%
Next $700,000 1%
Next $1,500,000 1%
Excess of $2,950,000 1/2%

TOP PRODUCER BONUS - SMALL EMPLOYER WITH TWO TO TWENTY-FOUR (2-24}
EMPLOYEES
------------------------------------------------------------------
For Small Employer groups with two to twenty-four (2-24) employees, Top
Producer bonus payments are paid to you on account of your total agent or agency
production when agent or agency reaches five (5) groups and Two Million Five
Hundred Thousand Dollars ($2,500,000) annualized premium. The five (5) groups
and Two Million Five Hundred Thousand Dollars ($2,500,000) annualized premium
requirement can be satisfied by Large Employer, Small Employer groups and
premiums, as well as Individual premium.

The bonus/override is:

IHC Percent of New or Renewal GA or Top
Rate Rate Increase from Small Producer Override
Class* Employer "Street Rate" (% of Premium)
----- -------------------------- -----------------
04-30 0-14% 2.25%
31-50 15-31% 1.75%
51-80 32%-57% 1.25%
81-92 58%+ 1.00%

* as reflected on renewal rate illustration

The previous schedule will be added to Agent or Agency commissions for
all current groups, on a per group basis, from the effective date of the fifth
(5th) group. Thus, for the Top Producer, the commission schedule, including Top
Producer bonus (override), would generally be (unless Small Employer 2-24
employees):

Annual Premium Agent Percentage
-------------- ----------------
First $15 0,000 7%
Next $200,000 5 1/2%
Next $400,000 4%
Next $700,000 3%
Next $1,500,000 2%
Excess of $2,950,000 1%

If the number of groups and premium fall below the five (5) groups and
Two Million Five Hundred Thousand Dollar ($2,500,000) level for three (3)
consecutive months, then the next and subsequent commission checks will be paid
excluding overrides until the Top Producer requirements are again met.

If a General Agent ("GA") is involved, the GA will receive the above
Top Producer overrides based on a combination of all groups produced by the
agents under his/her direction, as long as the requirement of a minimum of five
(5) groups and Two Million Five Hundred Thousand Dollars ($2,500,000) annualized
premium is attained and maintained. If an agent leaves the agency, future
overrides are forfeited on that agent, unless agreement has been authorized by
the GA and the agent for the accounts to remain the property of the GA.

For a sub-agent to break away from his/her General Agent, the sub-agent
must have a release or other agreement signed by the General Agent indicating
the General Agent's agreement to the change. However, if there is a dispute or
unwillingness on the part of an agency to release any agent or sub-agent from
the agency, and no other mutual written agreement addresses such release, then
the agent or sub-agent and related accounts must be released within a period not
to exceed ninety (90) days from such written request.

When an agent under the General Agent's direction personally attains
the requirement of a minimum of five (5) groups and Two Million Five Hundred
Thousand Dollars ($2,500,000) annualized premium, that agent will then have the
option to be declared an independent agent and if so, will receive the Top
Producer Bonus as described above.

If an employer negotiates a commission schedule different than the
foregoing, this Agreement will then be amended by a single case agreement,
declaring payable percentage for that group only. The single case agreement
would replace Exhibits A and B of this Agreement and will specify the producer
commission and top producer override, if applicable. No such negotiated
commission schedule will be binding upon IHC unless approved in writing, in
advance by an officer of IHC. 27

EXHIBIT E
USE AND DISCLOSURE OF PROTECTED INFORMATION

This Exhibit sets forth the permitted uses and disclosures of Protected
Information by Agency pursuant to Article VI- Confidentiality and Security of
Member Data - of the Agency Agreement. This Exhibit may be amended from time to
time as provided for in Section 6.12 of the Agency Agreement.

1. Definitions.
------------

"Claims Experience Information" includes the following information
on individual claims: the diagnosis code(s) on the claim, the total
amount paid on the claim, a description of the prognosis of the
individual who received the services billed for on the claim (e.g.
whether the individual is likely to require additional services for
the diagnosis for which the claim was submitted), and the Group ID
(which can indicate the individual's place of employment, whether or
not the individual is on COBRA, whether the individual is a salaried
or hourly employee, and the individual's plan type.) This
information does not include any identifiable information listed in
Title 45 of Code of Federal Regulations, Section 164.514(b)(2)(i)
(e.g. member number, subscriber number, claim number, member name,
member address, member phone number, and member birth date) other
than an individual's location of employment. The claim attributes,
as well as the range of individual claims that IHC will disclose to
Agency will be determined at the discretion of IHC'S Underwriting
Department.

"Plan Sponsor" is defined as defined at Section 3(16)(B) ofERISA, 29
U.S.C. 1002(16)(B). Generally, this is an employer or employee
organization (e.g. union).

"Identifiable Information" is information that identifies an
individual or with respect to which there is a reasonable basis to
believe the information can be used to identify an individual.

"Enrollment Information" is information requested on an enrollment
form produced by IHC or a plan sponsor.

"Underwriting Information" is information requested on an IHC
underwriting risk assessment questionnaire, Claims Experience
Information from another health insurer, or other information about
the health status of an individual.

"Protected Information" includes Claims Experience Information,
Enrollment Information, Underwriting Information, and any other
Identifiable Information maintained by IHC. 28

2. Protected Information that IHC will disclose to Agency. IHC will
disclose to Agency, Claims Experience Information and Enrollment
Information for groups produced by the Agency. IHC will disclose
other Protected Information (e.g. status of individual claims,
appeals and grievance related information, etc.) to Agency if
Agency has authorization to do so from the member to whom the
Protected Information pertains. Such authorizations must be in
accordance with current IHC policies and procedures.

3. Protected Information that Agency may collect for IHC. Agency may
collect Enrollment Information and Underwriting Information for
IHC. Agency may not collect any other Identifiable Information on
behalf of IHC.

4. Disclosures of Protected Information by Agency. Agency may:

A. Disclose Claims Experience Information to the Plan Sponsor of
the group health plan that incurred the claims for the
purposes of allowing the Plan Sponsor to (1) shop for
replacement coverage and get meaningful bids from prospective
issuers and (2) to decide whether or not to change the
benefits under a group health plan or whether or not to
terminate a group health plan.

B. Disclose Enrollment Information to the Plan Sponsor and IHC
for enrollment related functions.

C. Disclose Underwriting Information only to IHC for underwriting
purposes.

5. Maintenance and Use Protected Information by Agency. Agency may
maintain copies of Protected Information and use this information
in order to verify that it accurately transmitted the information.
Agency may also use and disclose enrollment information to IHC and
the plan sponsor in order to address questions related to the
enrollment process.

ADDENDUM TO IHC INSURANCE AGENCY, LLC, AND
FRINGE BENEFIT ANALYSTS, LLC, AGENCY AGREEMENT

Article 4.2 Obligations of the parties upon termination
-------------------------------------------

Line 6, beginning with "Also, upon ..." is changed to read:

Also, upon the death of the agent, compensation will continue for a
period not to exceed the lesser of 90 days from date of death or
until an "agent of record letter" is presented on such business, or
until an authorized letter of purchase, merger or other transfer of
IHC business to the surviving and appropriately licensed and
appointed agent or agency is provided. In no event will any
compensation be paid for more than six months following the
termination of this Agreement, unless or until proof of purchase,
merser or otherwise transfer of IHC business to another properly
licensed and appointed agency or asency is provided.

No change in the last paragraph, beginning with "Since a sub-agent
. . ."

/s/ ▇▇▇▇▇ ▇. ▇▇▇▇ 12/31/01
----------------------------------------- ------------
▇▇▇▇▇ ▇. ▇▇▇▇ (Date)
Fringe Benefit Analysts, LLC

/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ 11/20/01
-------------------------------------------- ------------
▇▇▇▇▇ ▇. ▇▇▇▇▇ (Date)
VP of Broker Relations, IHC Health Plans

AGENCY AGREEMENT TABLE OF CONTENTS

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