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                                                                    EXHIBIT 10.5



                                   AGREEMENT



         THIS AGREEMENT is made by UNITED GROUP ASSOCIATION, INC. ("UGA") for
the benefit of CORNERSTONE MARKETING OF AMERICA ("CMA").


                              W I T N E S S E T H:


         WHEREAS, UGA currently generates leads (individuals who are interested
in obtaining health insurance) for CMA agents; and

         WHEREAS, there is no formal written agreement between UGA and CMA to
provide for the terms of the services provided by UGA to CMA; and

         WHEREAS, UGA now wishes to reduce to writing its agreement as to
termination of such services to CMA,

         NOW, THEREFORE, it is agreed as follows:

         1.      UGA will not cease providing leads to CMA without giving CMA
         180 days' written notice of its intention to terminate such services.

         2.      This AGREEMENT shall be binding upon UGA, its successors and
         assigns.


Dated this 1st day of April, 1996.


                                        UNITED GROUP ASSOCIATION, INC.
                                        
                                        
                                        By:       /s/ Ronald L. Jensen
                                           -----------------------------------
                                          Its:    President
                                              --------------------------------