BACKGROUND ----------

Exhibit 10(17)

ADMINISTRATIVE SERVICES AGREEMENT
REGARDING INFORMATION SERVICES

This Administrative Services Agreement regarding Information Services (the
"Agreement") is between Mutual Management Company, Inc., an Ohio corporation and
subsidiary of Medical Mutual of Ohio ("Administrator"), and Central Reserve Life
Insurance Company, an Ohio corporation ("Central Reserve").

BACKGROUND
----------

These recitals are representations of fact that form the basis for and are an
integral part of this Agreement.

A. Central Reserve operates as a life and health insurance company. For purposes
of this Agreement, all lines of business shall be referred to as the "Business".

B. Central Reserve desires the assistance of Administrator to provide
administrative support services for the Business as described herein, and
Administrator desires to provide such services for the compensation stated
herein.

C. Administrator possesses experience with regard to the management of
information systems and the capacity as well as the expertise to operate
computer systems for the Business.

D. The parties desire to reduce their agreements and understandings to writing.

PROVISIONS
----------

In consideration of the mutual promises contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

I. TERM.

A. The initial term of this Agreement (the "Initial Term") shall begin on
March 30, 1998 (the "Effective Date") and end on March 31, 2003, unless
terminated earlier pursuant to Section I.B. After the Initial Term, this
Agreement shall automatically extend for successive periods of five (5) years
unless a party gives the other party written notice of its intention not to
renew, one (1) year before renewal (each a "Renewal Term.")

B. TERMINATION. This Agreement shall terminate prior to the expiration of
the Initial Term or any Renewal Term hereof if Central Reserve and Administrator
mutually agree to do so or upon notice of termination pursuant to paragraphs 1
or 2 below:

1. ADMINISTRATOR'S OPTIONS:

(a) Administrator shall have the right to terminate this
Agreement upon sixty (60) days' written notice if Central Reserve fails to pay
the compensation stated in Section V (if the breach is cured within the sixty
(60) day period, then no termination shall occur);

(b) At any time within ninety (90) days after the earlier to
occur of (1) a Change in Control of Central Reserve or (2) receipt of written
notice of a proposed Change in Control of Central Reserve, Administrator shall
have the right to terminate this Agreement upon one (1) year written notice of
termination to Central Reserve. As used herein, "Change in Control of Central
Reserve" shall mean the transfer of a majority of the stock of Central Reserve's
parent company, Central Reserve Life Corporation ("CRLC") to any one entity
through one transaction or a series of related transactions after September 1,
1998;

(c) Administrator shall have the right to terminate with thirty
(30) days written notice if the Ohio Department of Insurance revokes, suspends
or terminates Central Reserve's license to operate as a health insurance company
in Ohio.

2. CENTRAL RESERVE'S OPTIONS:

(a) Central Reserve shall have the option to terminate if
Administrator commits a material breach of the Agreement and fails to cure the
breach within sixty (60) days after Central Reserve notifies Administrator of
such breach (if the breach is cured within the sixty (60) day period, then no
termination shall occur);

(b) At any time within ninety (90) days after a Change in
Control of Central Reserve, Central Reserve shall have the right to terminate
this Agreement upon one (1) year prior written notice of termination to
Administrator, or, at any time within ninety (90) days after a change in control
of Administrator or Medical Mutual of Ohio.

(c) Central Reserve shall have the right to terminate this
Agreement after one year without cause, subject to the following termination fee
schedule:

(1) If Central Reserve terminates between April 1, 1999
through March 31, 2000, Central Reserve shall pay to Administrator $3,000,000.00
if annual Premium and Premium Equivalent (as defined in Section V) is less than
$499,999,999.99; Central Reserve shall pay

$5,000,000.00 if annual Premium and Premium Equivalent are between
$500,000,000.00 and $749,999,999.99; Central Reserve shall pay $7,000,000.00 if
annual Premium and Premium Equivalent are between $750,000,000.00 and
$999,999,999.99; Central Reserve shall pay $9,000,000.00 if annual Premium and
Premium Equivalent equal or exceed $1,000,000,000.00;

(2) If Central Reserve terminates between April 1, 2000
through March 31, 2001, Central Reserve shall pay to Administrator
$2,000,000.00 if annual Premium and Premium Equivalent is less than
$499,999,999.00; Central Reserve shall pay $3,000,000.00 if annual Premium and
Premium Equivalent are between $500,000,000.00 and $749,999,999.99; Central
Reserve shall pay $4,000,000.00 if annual Premium and Premium Equivalent are
between $750,000,000.00 and $999,999,999.99; Central Reserve shall pay
$5,000,000.00 if annual Premium and Premium Equivalent equal or exceed
$1,000,000,000.00;

(3) If Central Reserve terminates between April 1, 2001
and March 31, 2002 Central Reserve shall pay to Administrator $1,000,000.00 if
annual Premium and Premium Equivalent is less than $499,999,999.99; Central
Reserve shall pay $1,500,000.00 if annual Premium and Premium Equivalent are
between $500,000,000.00 and $749,999,999.99; Central Reserve shall pay
$2,000,000.00 if annual Premium and Premium Equivalent are between
$750,000,000.00 and $999,999,999.99; Central Reserve shall pay $2,500,000.00 if
annual Premium and Premium Equivalent equal or exceed $1,000,000,000.00.

3. CENTRAL RESERVE'S RIGHTS UPON TERMINATION.

The provisions of this Section shall survive the termination of
this Agreement.

a. Upon providing or receiving notice of termination of this
Agreement for any reason, Administrator shall cooperate fully with Central
Reserve in effecting a smooth transition of the Administrator's responsibilities
under this Agreement so that Central Reserve can operate independently as of the
effective date of termination. As soon as reasonably practical during the notice
period, and continuing after the effective date of termination as necessary,
Administrator shall provide to Central Reserve any and all information, data,
files and reports that are necessary to enable Central Reserve to operate the
Business independently of Administrator, including but not limited to the
original records and data relating to the operation of Central Reserve's
Business, including but not limited to all historical data, books of account,
enrollment records, group service records, provider records, patient records and
claims information. Administrator shall also provide in machine readable form
all of the above described records and data, in a format reasonably acceptable
to Central Reserve.

b. Upon written notice from Central Reserve, Administrator
shall, at the written direction of Central Reserve, either transfer to Central
Reserve or its designee or destroy (and

certify as to such destruction) all records and information relating solely to
the Business, including all written agreements, customer lists, correspondence,
documents, data, files, client premium data and rates, brochures, pamphlets, and
promotional materials after the regulatory period for record retention has
passed. Central Reserve agrees to allow Administrator access to all such
returned materials in the event such access is requested by Administrator for
any reasonable and legitimate purpose.

4. ADMINISTRATOR'S RIGHTS UPON TERMINATION

The provisions of this section shall survive the termination of
this Agreement. Upon written notice from Administrator, Central Reserve, shall,
at the written direction of Administrator either transfer to Administrator or
its designee or destroy (and certify as to such destruction) all records and
information relating solely to the Administrator's business and information
systems, including all written agreements, correspondence, documents, data and
files after the regulatory period for record retention has passed. Administrator
agrees to allow Central Reserve access to all such returned materials in the
event such access is requested by Central Reserve for any reasonable and
legitimate purpose.

II. ADMINISTRATIVE DUTIES AND RESPONSIBILITIES.

During the term of this Agreement, Administrator shall provide to Central
Reserve the following administrative services (the "Services"):

A. SYSTEMS DEPARTMENT MANAGEMENT.

Administrator will provide the following services related to the
management of Central Reserve's information systems department:

1. Prior to March 30, 1998, Administrator shall provide management
consulting services.

2. Beginning March 30, 1998, Administrator will be responsible for
hiring all Central Reserve systems department and imaging department employees.
On or before March 30, 1998, Administrator will offer employment to all persons
currently employed by Central Reserve in the systems and imaging departments on
terms substantially the same as their current employment terms, including salary
and benefits. Beginning April 1, 1998, Administrator will be responsible for the
complete management of Central Reserve's Systems Department, including but not
limited to, (a) assuming all hardware leases and software arrangements that are
transferrable; (b) acquiring or leasing new software and equipment at
Administrator's expense including but not limited to peripheral and local
printers; (c) managing all current applications;

(d) assuming responsibility for all of Central Reserve' s consulting agreements;
(e) maintaining and managing Central Reserve's telephone systems and purchasing
or leasing a new telephone system; (f) obtaining an AWD imaging license and
developing a Local Area Network (LAN); (g) operating a help desk and back up and
disaster recovery plan; and maintaining Central Reserve systems as required
pending transition to Administrator's system, as set forth in Section II.B.
below.

3. Central Reserve will allow Administrator to utilize Central
Reserve's software in performing its duties under this Agreement, except as
prohibited by the applicable software licenses.

4. Administrator will be responsible for negotiating the
termination of the CSC contract. Administrator will be liable for up to
$500,000.00 related to the termination of the CSC contract. Central Reserve will
be liable for any amount in excess of $500,000.00 related to the termination of
the CSC contract. Administrator will not consent to any settlement for an amount
greater than $500,000.00 without the consent of Central Reserve.

B. INFORMATION SERVICES.

1. (a) Administrator shall allow use of all of its systems and
software for Central Reserve to process claims; (b) Administrator will process
Central Reserve Business on all applicable software applications; (c)
Administrator will implement a migration plan for transferring Business to
Administrator systems; (d) Administrator will manage the implementation of such
transition, and by December 31, 1998 Administrator will transfer all accounts,
records, files and data relating to the Business to Administrator's systems.
Administrator covenants that all of Central Reserve's operations for which it is
responsible will be connected to Administrator's systems by December 31, 1998;
(e) Administrator will provide Central Reserve with access to, the following
Medical Mutual of Ohio systems, including but not limited to: TOPPS (Total On
Line Payment Processing System), CMS (Corporate Membership System), Common Front
End, Common Back End, Imaging, Preview(R) (Utilization Review Software), DB2,
Accounting Software, Commission Software and XXXX (Customer Service Call
Tracking), PIMS (Provider Information Management System), Benefit Administration
System, On Line Quoting System.

2. Administrator will be responsible for the following: (a) design
and deployment of initial file and data transfers; (b) initial loading of
benefits and training for future loading of benefits; (c) claims system
training, DB2 training, administrative systems training and other training as
necessary for other applications; (d) Internet access and; (e) assistance in
administration of new products developed by Central Reserve, except, unique
system modifications will be the subject of separate fee negotiations.

3. Central Reserve will allow Administrator to utilize Central
Reserve's software in performing its duties under this Agreement except as
prohibited by the applicable software licenses.

C. MAINTENANCE OF RECORDS. Administrator shall maintain records of all
Central Reserve claims paid or denied in sufficient detail so that adequate
financial statements and regulatory reports can be prepared for Central Reserve
and for Central Reserve management purposes. The nature and scope of the
information shall be determined and agreed upon by both parties. Administrator
will make available the reports presently available to Central Reserve through
its systems and assist Central Reserve in the development and publication of
additional reports based upon the capabilities of Administrator's systems.

D. ADMINISTRATOR IS NOT A GUARANTOR. The parties acknowledge that
Administrator is functioning only as a third party administrator under this
Agreement. The parties further acknowledge that Administrator is not a surety,
guarantor or in any way liable for any of Central Reserve's debts, liabilities,
benefits payable or other obligations.

E. SUPERVISION. The Administrator shall perform the Services under the
direction of a Central Reserve employee designated in writing by Central
Reserve.

III. SPECIAL COVENANTS

A. PERFORMANCE STANDARDS. Administrator shall perform each and every one
of its duties under this Agreement (1) in accordance with all federal and state
laws and regulations; (2) in such a way as to meet or exceed contractual
standards set forth in Central Reserve's and/or Administrator's contracts with
health care providers and practitioners, employers and other groups, and members
and other beneficiaries (including meeting the highest level of performance set
forth in any performance standards.) In addition, in the performance of its
duties under this Agreement, Administrator shall preserve, maintain, enhance and
promote Central Reserve's identity and reputation.

B. AUDITS.

1. Administrator shall provide Central Reserve or its designee with
access to its business offices during normal business hours, upon receipt from
Central Reserve of at least seven (7) days' advance written notice.
Administrator shall provide Central Reserve or its designee with complete access
to its books and records relating to Administrator's performance under this
Agreement and permit Central Reserve or its designee to make such copies as
Central Reserve or its designee deem appropriate. Administrator shall cooperate
fully with the audit and shall provide Central Reserve or its designee with an
opportunity to interview

Administrator's personnel who are providing or supervising the provision of
Services under this Agreement. Administrator shall also cooperate fully with any
audit or investigation required or requested by any governmental agency with
jurisdiction over Central Reserve's Business.

2. Central Reserve shall provide Administrator or its designee with
access to its business offices during normal business hours, upon receipt from
Administrator of at least seven (7) days' advance written notice. Central
Reserve shall provide Administrator or its designee with complete access to its
books and records relating to Central Reserve's performance under this Agreement
and permit Administrator or its designee to make such copies as Administrator or
its designee deem appropriate. Central Reserve shall cooperate fully with the
audit and shall provide Administrator or its designee with an opportunity to
interview Central Reserve's personnel who are providing or supervising the
provision of Services under this Agreement. Central Reserve shall also cooperate
fully with any audit required or requested by any governmental agency with
jurisdiction over Administrator's businesses.

C. YEAR 2000. Administrator warrants and represents that its information
systems that Central Reserve will have access to, except for certain peripheral
systems will be fully compliant with the requirements of functioning in the Year
2000 and beyond by December 31, 1998 and by December 31, 1999 all systems will
be Year 2000 compliant.

D. LICENSES. Administrator hereby represents and warrants to Central
Reserve that it has secured all licenses, permits, and other authorizations
required under the laws of the state of Ohio and any other state or federal laws
that may apply, from all governmental authorities necessary to permit
Administrator and its employees and agents, including any subcontractors, to
perform its obligations under this Agreement.

IV. INDEMNIFICATION.

A. INDEMNIFICATION OF ADMINISTRATOR. Central Reserve agrees to indemnify
and hold harmless Administrator and its affiliates and their respective
officers, directors, employees and agents, and any persons controlling
Administrator or any of its affiliates (Administrator and each such other person
or entity being referred to herein as an "Administrator Indemnified Person"),
from and against all claims, demands, suits, liabilities, losses or damages (or
actions in respect thereof) or other expenses that are related to or arise out
of (1) any acts or omissions (including any untrue statement made or any
statements not made) by Central Reserve or its affiliates, or their respective
officers, directors, employees or agents, or (2) acts or omissions by an
Administrator Indemnified Person with the consent or in conformity with the
directions given by the person designated in writing by Central Reserve pursuant
to subsection II.D. Central Reserve will not be responsible, however, for any
losses, claims, damages, liabilities or expenses pursuant to clause (2) of the
preceding sentence which are finally judicially determined

to have resulted primarily from such Administrator Indemnified Person's gross
negligence or willful misconduct. In addition, Central Reserve agrees to
reimburse each Administrator Indemnified Person for reasonable out-of-pocket
expenses (including fees and expenses of counsel) as they are incurred by such
Administrator Indemnified Person in connection with investigating, preparing,
conducting or defending any such action or claim, whether or not in connection
with litigation in which any Administrator Indemnified Person is a named party,
provided that (1) it reasonably appears that such Administrator Indemnified
Person is entitled to indemnification and (2) Administrator provides an
unconditional undertaking to repay amounts advanced in the event that it is
finally determined that the Administrator Indemnified Person is not entitled to
indemnification hereunder. In addition, if any Administrator Indemnified Person
is required to pursue a claim against Central Reserve in connection with
enforcing the rights of such Indemnified Person under this Agreement, if such
claim is successful, then Central Reserve shall also pay reasonable
out-of-pocket expenses (including fees and expenses of counsel) as they are
incurred by such Administrator Indemnified Person in connection with
investigating, preparing, conducting or defending any such action or claim to
enforce the rights of the Administrator Indemnified Person.

B. INDEMNIFICATION OF CENTRAL RESERVE. Administrator agrees to indemnify
and hold harmless Central Reserve and its affiliates and their respective
officers, directors, employees and agents, and any persons controlling Central
Reserve or any of its affiliates (Central Reserve and each such other person or
entity being referred to herein as a "Central Reserve Indemnified Person"), from
and against all claims, liabilities, losses or damages (or actions in respect
thereof) or other expenses that are related to or arise out of (1) any acts or
omissions (including any untrue statement made or any statements not made) by
Administrator or its affiliates, or their respective officers, directors,
employees or agents in connection with Administrator's or any subcontractor's
activities under this Agreement (including but not limited to, claim or
infringement of any patent, copyright, trade secret or other proprietary right)
or (2) acts or omissions by a Central Reserve Indemnified Person with the
consent or in conformity with acts or omissions of Administrator or its
affiliates, or their respective officers, directors, employees or agents.
Administrator will not be responsible, however, for any losses, claims, damages,
liabilities or expenses pursuant to clause (2) of the preceding sentence which
are finally judicially determined to have resulted primarily from such Central
Reserve Indemnified Person's gross negligence or willful misconduct. In
addition, Administrator agrees to reimburse each Central Reserve Indemnified
Person for reasonable out-of-pocket expenses (including fees and expenses of
counsel) as they are incurred by such Central Reserve Indemnified Person in
connection with investigating, preparing, conducting or defending any such
action or claim, whether or not in connection with litigation in which any
Central Reserve Indemnified Person is a named party, provided that (1) it
reasonably appears that such Central Reserve Indemnified Person is entitled to
indemnification and (2) Central Reserve provides an unconditional undertaking to
repay amounts advanced in the event that it is finally determined that the
Central Reserve Indemnified

Person is not entitled to indemnification hereunder. In addition, if any Central
Reserve Indemnified Person is required to pursue a claim against Administrator
in connection with enforcing the rights of such Central Reserve Indemnified
Person under this Agreement, if such claim is successful, then Administrator
shall also pay reasonable out-of-pocket expenses (including fees and expenses of
counsel) as they are incurred by such Central Reserve Indemnified Person in
connection with investigating, preparing, conducting or defending any such
action or claim to enforce the rights of the Central Reserve Indemnified Person.

C. DEFENSE OF CLAIMS.

1. If any party entitled to be indemnified under this Agreement (an
"Indemnitee") receives notice of assertion or commencement of any claim, action
or proceeding made or brought by any person or entity who or which is not a
party to this Agreement or an affiliate of a party to this Agreement (a "Third
Party Claim") against such Indemnitee with respect to which any person or entity
required to provide indemnification under this Agreement (an "Indemnifying
Party") is obligated to provide indemnification under this Agreement, the
Indemnitee will give such Indemnifying Party reasonably prompt written notice
thereof, but in any event not later than (30) calendar days after receipt of
such Third Party Claim. Such notice will describe the Third Party Claim in
reasonable detail, will include copies of all material written evidence thereof
and will indicate the estimated amount, if reasonably practicable, of the
indemnifiable loss that has been or may be sustained by the Indemnitee. The
Indemnifying Party will have the right to participate in, or, by giving written
notice to the Indemnitee, to assume, the defense of any Third Party Claim at
such Indemnifying Party's own expense and by such Indemnifying Party's own
counsel (reasonably satisfactory to the Indemnitee), and the Indemnitee will
cooperate in good faith in such defense.

2. If, within (ten) calendar days after giving notice of a Third
Party Claim to an Indemnifying Party, an Indemnitee receives written notice from
the Indemnifying Party that the Indemnifying Party has elected to assume the
defense of such Third Party Claim, the Indemnifying Party will not be liable for
any legal expenses subsequently incurred by the Indemnitee in connection with
the defense thereof; provided, however, that if the Indemnifying Party fails to
take reasonable steps necessary to defend diligently such Third Party Claim
within ten calendar days after receiving written notice from the Indemnitee that
the Indemnitee believes the Indemnifying Party has failed to take such steps or
if the Indemnifying Party has not undertaken fully to indemnify the Indemnitee
in respect of all indemnifiable losses relating to the matter, the Indemnitee
may assume its own defense, and the Indemnifying Party will be liable for all
reasonable costs or expenses paid or incurred in connection therewith. Without
the prior written consent of the Indemnitee, the Indemnifying Party will not
enter into any settlement of any Third Party Claim which would lead to liability
or create any financial or other obligation on the part of the Indemnitee for
which the Indemnitee is not entitled to indemnification hereunder. If

a firm offer is made to settle a Third Party Claim without leading to liability
or the creation of a financial or other obligation on the part of the Indemnitee
for which the Indemnitee is not entitled to indemnification hereunder and the
Indemnifying Party desires to accept and agree to such offer, the Indemnifying
Party will give written notice to the Indemnitee to that effect. If the
Indemnitee fails to consent to such firm offer within ten calendar days after
its receipt of such notice, the Indemnitee may continue to contest or defend
such Third Party Claim and, in such event, the maximum liability of the
Indemnifying Party as to such Third Party Claim will not exceed the amount of
such settlement offer, plus costs and expenses paid or incurred by the
Indemnitee through the end of such ten calendar day period.

3. A failure to give timely notice or to include any specified
information in any notice will not affect the rights or obligations of any party
hereunder except and only to the extent that, as a results of such failure, any
party which was entitled to receive such notice was deprived of its right to
recover any payment under its applicable insurance coverage or was otherwise
damaged as a result of such failure.

4. The Indemnifying Party will have a period of 30 calendar days
within which to respond in writing to any claim by an Indemnitee on account of
an indemnifiable loss which does not result from a Third Party Claim (a "Direct
Claim"). If the Indemnifying Party does not so respond within such 30 calendar
day period, the Indemnifying Party will be deemed to have rejected such claim,
in which event the Indemnitee will be free to pursue such remedies as may be
available to the Indemnitee.

D. SURVIVAL OF OBLIGATIONS. The provisions of this Section shall be in
addition to any liability any party may have to any Indemnified Person at common
law or otherwise, and shall survive the termination of this Agreement for any
reason.

V. COMPENSATION

A. INTERIM PAYMENT. For the period prior to March 30, 1998, for the
management consulting services provided by Administrator, Central Reserve shall
pay Twelve Thousand Five Hundred Dollars ($12,500.00) to Administrator upon
receipt of invoice.

B. COMPENSATION FOR ADMINISTRATIVE SERVICE

1. For the period April 1, 1998 through March 31, 2000, Central
Reserve shall pay Administrator a total of three percent (3%) of Central
Reserve's Premium and Premium Equivalent (as defined below).

2. For the period April 1, 1998 through September 30, 1999, Central
Reserve shall

receive an administrative credit in the amount of $14,000.00 per month, which
may adjusted by agreement of the parties.

3. Beginning April 1, 2000, Central Reserve shall pay Administrator
3.2% of Central Reserve's Premium and Premium Equivalent until such Premium and
Premium Equivalent total $1,000,000,000.00 (one billion dollars), annualized, as
determined on a monthly basis. So long as annualized Premiums and Premium
Equivalent exceed $1,000,000,000.00 (one billion dollars), Central Reserve shall
pay Administrator 3.0% of Premium and Premium Equivalent.

4. For purposes of compensation calculations under this Agreement,
"Premium and Premium Equivalent" shall mean periodic health insurance premium as
collected from Central Reserve policyholders excluding policy fees, association
fees or dues or similar charges. Central Reserve will provide notice to
Administrator of the amount of cash collected in the prior month for Premium and
Premium Equivalent billed, within five (5) business days of the end of the prior
month. Payment will be due on the last business day of each month. If and when
Central Reserve modifies its accounting methods to accommodate such calculation,
payment will be made based on Premium and Premium Equivalent billed, adjusted
for prior month non-payments.

C. TIMING OF PAYMENT. Central Reserve's payment obligations shall begin on
the Effective Date of this Agreement and continue until the calendar month
during which this Agreement is terminated. Payment shall be made on the last day
of the month following the month during which services are rendered under this
Agreement.

VI. SUBCONTRACTING.

Central Reserve understands that Administrator may subcontract for the
Services with a parent, affiliate or subsidiary of the Administrator or with a
another outside party, provided that no more than 15% of the total Services
under this Agreement are outsourced to an outside party. Central Reserve shall
consent to such subcontracting arrangement; provided, that the subcontractor
agrees to be bound by the terms of this Agreement; that Central Reserve is named
as a third party beneficiary with respect to the subcontract; and that
Administrator is not relieved of liability by virtue of subcontract.

VII. RUNOUT.

The parties acknowledge that this Agreement includes Administrator's
agreement to provide all Services under this Agreement relating to claims for
Services rendered prior to the termination of this Agreement for a period not to
exceed six (6) months.

VIII. CONFIDENTIALITY OF RECORDS.

The provisions of this Section shall survive the termination of this
Agreement.

A. CENTRAL RESERVE'S PROPRIETARY INFORMATION AND MATERIALS. All business
and medical records relating to the operation of Central Reserve, including but
not limited to all historical data, books of account, agent agreements,
enrollment records, general administrative records, group service records,
provider records, fee schedules, patient records and claims information shall be
and remain the sole property of Central Reserve. Administrator agrees to use
such business and medical records solely for the purposes of performing its
duties under this Agreement and Administrator covenants and agrees that it will
utilize information it receives under this Agreement regarding Central Reserve's
agents and policyholders only for the purpose of performing its duties under
this Agreement. Administrator will take such steps as are necessary to prevent
information regarding its agents and policyholders from becoming available for
any use by its sales personnel or its agents or brokers, unless specifically
agreed to in writing by Central Reserve.

B. ADMINISTRATOR CONFIDENTIALITY DUTIES. Administrator will maintain the
confidentiality of any and all records of Central Reserve, including without
limitation, all information, patient records and data concerning Central
Reserve's products and its enrollees, and protect such records from unauthorized
disclosure in accordance with applicable federal, state and local laws, and
medical ethical standards.

C. ADMINISTRATOR'S PROPRIETARY INFORMATION AND MATERIALS. All information
systems and computer software utilized or developed by Administrator to provide
Services to Central Reserve pursuant to this Agreement shall remain the sole
property of Administrator. Administrator represents and warrants to Central
Reserve that the performance of its obligations under this Agreement will not
infringe on any patents, copyrights, trade secrets or other proprietary rights
of third parties and that Administrator has received no claims or charges of any
such infringement. Administrator further represents and warrants to Central
Reserve that it has full authority, including any required grant of license or
other rights, to use all data, documentation, information, hardware and software
that will be furnished to Central Reserve in connection with this Agreement.
Nothing herein shall be construed to grant Central Reserve a license to use any
such information systems, or software, outside the scope of this Agreement.

D. CENTRAL RESERVE CONFIDENTIALITY DUTIES Central Reserve acknowledges
that Administrator and Medical Mutual of Ohio have a strong interest in
preserving the confidentiality of all trade secret information, including but
not limited to provider contracting arrangements and discount information. The
confidentiality policy is essential to meet the needs of its customers and is in
accordance with responsible business practices. Therefore, Central Reserve
agrees

to keep confidential all information and material relating to the business of
Administrator and Medical Mutual of Ohio including but not limited to, claims
system information, computer systems information, and provider agreement and
discount information, either during or after this Agreement. Central Reserve
covenants and agrees that it will utilize information it receives under this
Agreement only for the purpose of performing its duties under this Agreement.

IX. INSURANCE.

A. CENTRAL RESERVE'S INSURANCE. During the term of this Agreement, Central
Reserve shall maintain, at its expense, errors and omissions insurance coverage,
including stop-loss insurance in scope and amount customary and reasonable for
the Business. Such insurance policies relating hereto shall name Administrator
as an additional insured. Certificates of insurance and such other supporting
documentation and information as Administrator may reasonably request shall be
provided to Administrator upon request.

B. ADMINISTRATOR'S INSURANCE. During the term of this Agreement,
Administrator shall maintain, at its expense, errors and omissions insurance
coverage, and fidelity bonds, in scope and amount customary and reasonable for
the conduct of its activities under this Agreement. Such insurance policies and
bonds shall name Central Reserve as an additional insured. Certificates of
insurance and such other supporting documentation and information as Central
Reserve may reasonably request shall be provided by Central Reserve upon
request.

X. NOTICE OF DEVELOPMENTS.

Both parties shall give the other prompt written notice of any material
adverse development affecting the Business.

XI. COMPLIANCE WITH LAW.

Both parties shall comply with all applicable federal, state, and local
laws in connection with the performance of their respective duties under this
Agreement. During the term of this Agreement, Administrator will maintain all
licenses, franchises, permits, approvals, and other authorizations necessary for
it to provide the Services required by it hereunder.

XII. FURTHER ASSURANCES.

The parties agree (a) to furnish upon request to each other such further
information, (b) to execute and deliver to each other such other documents, and
(c) to do such other acts and things, all as the other party may reasonably
request for the purpose of carrying out the intent of this Agreement. Central
Reserve agrees to cooperate with and assist Administrator and any

employees or agents of Administrator necessary to allow Administrator to fulfill
its obligations under this Agreement.

XIII. SUCCESSION, ASSIGNMENT.

This Agreement shall be binding upon and inure to the benefit of the
parties named herein and their respective successors and permitted assigns. No
party may assign either this Agreement or any of his, her or its rights,
interest, or obligations hereunder, provided that Administrator may assign its
rights, interest and obligations hereunder to any affiliate controlled by or
that controls Administrator with the appropriate licenses to perform its
obligations under this Agreement and Central Reserve may assign its rights,
interest and obligations hereunder in connection with a Change in Control,
subject to Administrator's right to terminate this Agreement pursuant to Section
II.B.

XIV. NOTICES.

Any notice or other communication required or which may be given hereunder
shall be in writing and shall be delivered personally, or sent by facsimile, or
by certified, registered or express mail, postage prepaid, and shall be deemed
given when so delivered personally, sent by facsimile, or if mailed, two (2)
days after the date of mailing, to the address set forth below or to such other
address as the parties may designate by notice given pursuant to this Section:

If to Administrator, to:

MUTUAL MANAGEMENT COMPANY, INC.
0000 Xxxxx, 00xx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

with a copy to:

Xxxx X. Xxxxxxx, Esq., General Counsel
MEDICAL MUTUAL OF OHIO
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

if to Central Reserve, to:

CENTRAL RESERVE LIFE INSURANCE COMPANY
00000 Xxxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Attention: President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

with a copy to:

Xxxxx X. Xxxx, Xx. Esq.
0000 X. Xxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000

XV. DISPUTE RESOLUTION.

Except for disputes with respect to matters which may be cause for
termination pursuant to Section I or with respect to the indemnification
obligations of the parties hereunder, the parties agree to resolve all disputes
relating to matters arising under this Agreement pursuant to the dispute
resolution mechanism set forth herein.

A. MEDIATION. Either party may, upon written notice to the other, submit
any dispute subject to this Section to mediation using the Alternative Dispute
Resolution Service of the NHLA/AAHA or any other mutually agreeable mediation
service.

B. EFFECT ON AGREEMENT. During any mediation pursuant to this Section,
this Agreement shall remain in full force and effect.

C. FURTHER ACTION. If mediation is unsuccessful then the parties may
pursue their available remedies.

XVI. ENTIRE AGREEMENT.

This Agreement contains the entire agreement among the parties with
respect to the subject matter hereof and supersedes all prior agreements,
written or oral, with respect thereto.

XVII. WAIVERS AND AMENDMENTS.

This Agreement may be amended, modified, superseded, canceled, renewed
or extended,

and the terms and conditions hereof may be waived, only by a written instrument
signed by the parties or, in the case of a waiver, the party waiving compliance.
No delay on the part of any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any waiver on the part of
any party of any right, power or privilege hereunder, nor any single or partial
exercise of any right, power or privilege hereunder preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
hereunder. The rights and remedies herein provided are cumulative and are not
exclusive of any rights or remedies which any party may otherwise have at law or
in equity.

XVIII. GOVERNING LAW.

This Agreement shall be governed and construed in accordance with the laws
of the State of Ohio applicable to agreements made and to be performed entirely
within such State, without giving effect to the principles of conflicts of law
thereof.

XIX. RELATIONSHIP BETWEEN THE PARTIES.

A. CONDUCT OF BUSINESSES. Central Reserve and Administrator agree that
each of them are independent companies and that they are each responsible for
the conduct of their own Businesses. Neither party has any obligation with
respect to employees of the other, except as stated in Section I. Administrator
shall be solely responsible for all workers' compensation, unemployment
compensation, withholding and employment taxes and any other taxes due to
federal, state or local governments or agencies on account of itself, its
employees, representatives, or agents or by any federal, state or local
government or agency on account of wages, industrial accidents or workers'
compensation claims, withholding and employment taxes or any other actions
arising out of Administrator's relationship with its employees, representatives
or agents. Similarly, Central Reserve shall be solely responsible for all
workers' compensation, unemployment compensation, withholding and employment
taxes and any other taxes due to federal, state or local governments or agencies
on account if itself, its employees, representatives or agents or by any
federal, state or local government or agency on account of wages, industrial
accidents or workers' compensation claims, withholding and employment taxes or
any other actions arising out of Central Reserve's relationship with its
employees, representatives or agents.

B. INDEPENDENT BUSINESS. Central Reserve and Administrator further agree
that Central Reserve and Administrator are separate entities and nothing in this
Agreement affects the separate identify of each party. This Agreement does not
create a partnership, nor is it intended to limit the parties' conduct of their
respective Businesses.

C. LIMITED AGENCY. Central Reserve and Administrator further agree that
Administrator shall be the agent of Central Reserve solely for purposes of
performing its duties under this Agreement. Administrator acknowledges the
limited nature of its agency authority and agrees to abide by the Central
Reserve's coverage documents, policies and procedures, as well as the
limitations set forth in this Agreement.

XX. COUNTERPARTS.

This Agreement may be executed in two (2) or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.

XXI. HEADINGS.

The headings in this Agreement are intended solely for convenience of
reference and shall be given no effect in the interpretation of this Agreement.

XXII. FAIR MEANING.

This Agreement shall be construed according to its fair meaning and as if
prepared jointly by Central Reserve and Administrator.

XXIII. FORCE MAJEURE.

The parties understand that performance by either party may be interrupted
or delayed by an occurrence outside of that party's control including, but not
limited to, the following: Act of God, war, riot sovereign conduct or the
conduct of third parties. Administrator shall take such reasonable actions as is
prudent to protect itself and Central Reserve against such occurrences,
including but not limited to, assuring back-up copies of data, and back-up
ability with respect to all Services performed under this Agreement within two
(2) days. Subject to the foregoing, if such acts occur, the affected party will
be excused from complete performance for as long as it is reasonably necessary,
so long as such affected party uses its best efforts to perform.

XIV. PRIVACY. Administrator and Central Reserve agree not to disclose any of the
terms of this Agreement to any person without written permission of the other
party, except pursuant to the requirements of state or federal law.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates

indicated below.

CENTRAL RESERVE LIFE MUTUAL MANAGEMENT COMPANY, INC.
INSURANCE COMPANY

By:
------------------------------------------
By:
------------------------------------------

Printed Name: Printed Name: Xxxxxx X. Xxxxxxxx

Title: Title: PRESIDENT AND CHIEF EXECUTIVE OFFICER
--------------------------------------- ---------------------------------------------

Date:
----------------------------------------
Date:
----------------------------------------

By:
------------------------------------------

Printed Name: Xxxxxx X. Xxxxxxx

Title: CHAIRMAN
---------------------------------------------

Date:
----------------------------------------

18
19

NETWORK ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT
REGARDING INFORMATION SERVICES

This Network Addendum (the "Network Addendum") to Administrative Services
Agreement Regarding Information Services (the "I.S. Agreement") is between
Mutual Management Company, Inc., an Ohio corporation and subsidiary of Medical
Mutual of Ohio ("Administrator"), and Central Reserve Life Insurance Company, an
Ohio corporation ("Central Reserve").

BACKGROUND
----------

These recitals are representations of fact that form the basis for and are an
integral part of this Network Addendum.

A. Central Reserve operates as a life and health insurance company. For purposes
of this Network Addendum, all lines of business shall be referred to as the
"Business".

B. Central Reserve desires the assistance of Administrator to provide access to
Medical Mutual of Ohio's Ohio Provider Networks.

C. Central Reserve and Administrator have also entered the I.S. Agreement and
this Network Addendum relates to the I.S. Agreement, incorporated herein by
reference.

D. The parties desire to reduce their agreements and understandings to writing.

PROVISIONS
----------

In consideration of the mutual promises contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

I. TERM.

A. The initial term of this Network Addendum (the "Initial Term") shall
begin on July 1, 1998 (the "Effective Date") and end on March 31, 2003, unless
terminated earlier pursuant to Section I.B. After the Initial Term, this Network
Addendum shall automatically extend for successive periods of five (5) years
unless a party gives the other party written notice of its intention not to
renew, one (1) year before renewal (each a "Renewal Term").

B. TERMINATION. This Network Addendum shall terminate prior to the
expiration of the Initial Term or any Renewal Term hereof if Central Reserve and
Administrator mutually agree to do so or upon notice of termination pursuant to
paragraphs 1, 2 or 3 below:

1. If the I.S. Agreement terminates, this Network Addendum shall
automatically and immediately terminate.

2. ADMINISTRATOR'S OPTIONS:

(a) Administrator shall have the right to terminate this
Network Addendum upon sixty (60) days' written notice if Central Reserve fails
to pay the compensation stated in Section V (if the breach is cured within the
sixty (60) day period, then no termination shall occur);

(b) At any time within ninety (90) days after the earlier to
occur of (1) a Change in Control of Central Reserve or (2) receipt of written
notice of a proposed Change in Control of Central Reserve, Administrator shall
have the right to terminate this Network Addendum upon one (1) year written
notice of termination to Central Reserve. As used herein, "Change in Control of
Central Reserve" shall mean the transfer of a majority of the stock of Central
Reserve's parent company, Central Reserve Life Corporation ("CRLC") to any one
entity through one transaction or a series of related transactions after
September 1, 1998.

3. CENTRAL RESERVE'S OPTIONS. Central Reserve shall have the option
to terminate this Network Addendum without cause with ninety (90) days' written
notice.

4. CENTRAL RESERVE'S RIGHTS UPON TERMINATION.

The provisions of this Section shall survive the termination of
this Network Addendum.

(a) Upon providing or receiving notice of termination of this
Network Addendum for any reason, Administrator shall cooperate fully with
Central Reserve in effecting a smooth transition of the Administrator's
responsibilities under this Network Addendum so that Central Reserve can operate
independently as of the effective date of termination. As soon as reasonably
practical during the notice period, and continuing after the effective date of
termination as necessary, Administrator shall provide to Central Reserve any and
all information, data, files and reports that are necessary to enable Central
Reserve to operate the Business independently of Administrator, including but
not limited to the original records and data relating to the operation of
Central Reserve's Business, including but not limited to all historical data,
books of account, enrollment records, group service records, provider records,
patient records and claims information. Administrator shall also provide in
machine readable form all of the

above described records and data, in a format reasonably acceptable to Central
Reserve.

(b) Upon written notice from Central Reserve, Administrator
shall, at the written direction of Central Reserve either transfer to Central
Reserve or its designee or destroy (and certify as to such destruction) all
records and information relating solely to the Business, including all written
agreements, customer lists, correspondence, documents, data, files, client
premium data and rates, brochures, pamphlets, and promotional materials after
the regulatory period for record retention has passed. Central Reserve agrees to
allow Administrator access to all such returned materials in the event such
access is requested by Administrator for any reasonable and legitimate purpose.

5. ADMINISTRATOR'S RIGHTS UPON TERMINATION

Upon written notice from Administrator, Central Reserve shall, at
the written direction of Administrator, either transfer to Administrator or its
designee or destroy (and certify as to such destruction) all records and
information relating solely to Administrator's business, including all written
agreements, all Provider Agreements and provider rates, correspondence,
documents, data, files, and Provider information after the regulatory period for
record retention has passed. Administrator agrees to allow Central Reserve
access to all such returned materials in the event such access is requested by
Central Reserve for any reasonable and legitimate purpose.

II. ADMINISTRATOR'S DUTIES AND RESPONSIBILITIES.

At the specified times during this Network Addendum, Administrator shall
provide to Central Reserve the following services (the "Services"):

A. Administrator shall provide Central Reserve access to Medical Mutual of
Ohio's current Ohio Provider Networks and any additional Providers Medical
Mutual of Ohio chooses to contract with, and financial arrangements when agreed
to by the Providers, provided that Central Reserve will agree to use Medical
Mutual of Ohio's Ohio Provider Networks exclusively in Ohio and includes the
Medical Mutual of Ohio name and the Central Reserve name on identification
cards. Administrator shall furnish said identification cards and the design
shall be mutually agreed upon by the parties. As used herein, the term
"Provider" or "Providers" shall refer to physicians, health care facilities, and
other providers of health care services, who have Participation Agreements with
Medical Mutual of Ohio.

B. It is understood and agreed that Administrator's entire Ohio Provider
Networks shall be available to Central Reserve with permission of the Providers,
if required, and subject to the Confidentiality provisions in Section VIII.
Claims for services shall be paid in accordance with the rates paid by
Administrator to its Ohio Provider Network for its own business.

C. If a Provider will not consent to Central Reserve's use of Medical
Mutual Provider agreements, Administrator will negotiate with Provider on behalf
of Central Reserve for the provision of health care services for enrollees
served by the Business at the best price available.

D. MAINTENANCE OF RECORDS. Administrator shall maintain records in
sufficient detail so that adequate financial statements and regulatory reports
can be prepared for Central Reserve and for Central Reserve management purposes.
The nature and scope of the information shall be determined and agreed upon by
both parties.

E. ADMINISTRATOR IS NOT A GUARANTOR. The parties acknowledge that
Administrator is functioning only as a third party administrator under this
Network Addendum. The parties further acknowledge that Administrator is not a
surety, guarantor or in any way liable for any of Central Reserve's debts,
liabilities, benefits payable or other obligations.

F. SUPERVISION. The Administrator shall perform the Services under the
direction of a Central Reserve employee designated in writing by Central
Reserve.

III. SPECIAL COVENANTS

A. OTHER ADMINISTRATIVE SERVICES. Administrator may provide other services
as requested from time to time by Central Reserve's management and agreed to by
Administrator at an agreed upon acceptable fee.

B. PERFORMANCE STANDARDS. Administrator shall perform each and every one
of its duties under this Network Addendum (1) in accordance with all federal and
state laws and regulations; (2) in such a way as to meet or exceed contractual
standards set forth in Central Reserve's and/or Administrator's contracts with
health care providers and practitioners, employers and other groups, and members
and other beneficiaries (including meeting the highest level of performance set
forth in any performance standards.) In addition, in the performance of its
duties under this Network Addendum, Administrator shall preserve, maintain,
enhance and promote Central Reserve's identity and reputation.

C. AUDITS.

1. Administrator shall provide Central Reserve or its designee with
access to its business offices during normal business hours, upon receipt from
Central Reserve of at least seven (7) days' advance written notice.
Administrator shall provide Central Reserve or its designee with complete access
to its books and records relating to Administrator's performance under this
Network Addendum and permit Central Reserve or its designee to make such copies
as Central Reserve or its designee deem appropriate. Administrator shall
cooperate fully with

the audit and shall provide Central Reserve or its designee with an opportunity
to interview Administrator's personnel who are providing or supervising the
provision of services under this Network Addendum. Administrator shall also
cooperate fully with any audit required or requested by any governmental agency
with jurisdiction over Central Reserve's Business.

2. Central Reserve shall provide Administrator or its designee with
access to its business offices during normal business hours, upon receipt from
Administrator of at least seven (7) days' advance written notice. Central
Reserve shall provide Administrator or its designee with complete access to its
books and records relating to Central Reserve's performance under this Network
Addendum and permit Administrator or its designee to make such copies as
Administrator or its designee deem appropriate. Central Reserve shall cooperate
fully with the audit and shall provide Administrator or its designee with an
opportunity to interview Central Reserve's personnel who are providing or
supervising the provision of services under this Network Addendum. Central
Reserve shall also cooperate fully with any audit required or requested by any
governmental agency with jurisdiction over Administrator's businesses.

IV. INDEMNIFICATION.

A. INDEMNIFICATION OF ADMINISTRATOR. Central Reserve agrees to indemnify
and hold harmless Administrator and its affiliates and their respective
officers, directors, employees and agents, and any persons controlling
Administrator or any of its affiliates (Administrator and each such other person
or entity being referred to herein as an "Administrator Indemnified Person"),
from and against all claims, demands, suits, liabilities, losses or damages (or
actions in respect thereof) or other expenses that are related to or arise out
of (1) any acts or omissions (including any untrue statement made or any
statements not made) by Central Reserve or its affiliates, or their respective
officers, directors, employees or agents, or (2) acts or omissions by an
Administrator Indemnified Person with the consent or in conformity with the
directions given by the person designated in writing by Central Reserve pursuant
to subsection II.F. Central Reserve will not be responsible, however, for any
losses, claims, damages, liabilities or expenses pursuant to clause (2) of the
preceding sentence which are finally judicially determined to have resulted
primarily from such Administrator Indemnified Person's gross negligence or
willful misconduct. Administrator provides an unconditional undertaking to repay
amounts advanced in the event that it is finally determined that the Indemnified
Person is not entitled to indemnification hereunder. In addition, Central
Reserve agrees to reimburse each Administrator

Indemnified Person for reasonable out-of-pocket expenses (including fees and
expenses of counsel) as they are incurred by such Administrator Indemnified
Person in connection with investigating, preparing, conducting or defending any
such action or claim, whether or not in connection with litigation in which any
Administrator Indemnified Person is a named party, provided that (1) it
reasonably appears that such Administrator Indemnified Person is entitled to
indemnification and (2) Administrator provides an unconditional undertaking to
repay amounts advanced in the event that it is finally determined that the
Administrator Indemnified Person is not entitled to indemnification hereunder.
In addition, if any Administrator Indemnified Person is required to pursue a
claim against Central Reserve in connection with enforcing the rights of such
Indemnified Person under this Network Addendum, if such claim is successful,
then Central Reserve shall also pay reasonable out-of-pocket expenses (including
fees and expenses of counsel) as they are incurred by such Administrator
Indemnified Person in connection with investigating, preparing, conducting or
defending any such action or claim to enforce the rights of the Administrator
Indemnified Person.

B. INDEMNIFICATION OF CENTRAL RESERVE. Administrator agrees to indemnify
and hold harmless Central Reserve and its affiliates and their respective
officers, directors, employees and agents, and any persons controlling Central
Reserve or any of its affiliates (Central Reserve and each such other person or
entity being referred to herein as a "Central Reserve Indemnified Person"), from
and against all claims, liabilities, losses or damages (or actions in respect
thereof) or other expenses that are related to or arise out of (1) any acts or
omissions (including any untrue statement made or any statements not made) by
Administrator or its affiliates, or their respective officers, directors,
employees or agents in connection with Administrator's or any subcontractor's
activities under this Network Addendum (including but not limited to, claim or
infringement of any patent, copyright, trade secret or other proprietary right)
or (2) acts or omissions by a Central Reserve Indemnified Person with the
consent or in conformity with acts or omissions of Administrator or its
affiliates, or their respective officers, directors, employees or agents.
Administrator will not be responsible, however, for any losses, claims, damages,
liabilities or expenses pursuant to clause (2) of the preceding sentence which
are finally judicially determined to have resulted primarily from such Central
Reserve Indemnified Person's gross negligence or willful misconduct. In
addition, Administrator agrees to reimburse each Central Reserve Indemnified
Person for reasonable out-of-pocket expenses (including fees and expenses of
counsel) as they are incurred by such Central Reserve Indemnified Person in
connection with investigating, preparing, conducting or defending any such
action or claim, whether or not in connection with litigation in which any
Central Reserve Indemnified Person is a named party, provided that (1) it
reasonably appears that such Central Reserve Indemnified Person is entitled to
indemnification and (2) Central Reserve provides an unconditional undertaking to
repay amounts advanced in the event that it is finally determined that the
Central Reserve Indemnified Person is not entitled to indemnification hereunder.
In addition, if any Central Reserve Indemnified Person is required to pursue a
claim against Administrator in

connection with enforcing the rights of such Central Reserve Indemnified Person
under this Network Addendum, and if such claim is successful, then Administrator
shall also pay reasonable out-of-pocket expenses (including fees and expenses of
counsel) as they are incurred by such Central Reserve Indemnified Person in
connection with investigating, preparing, conducting or defending any such
action or claim to enforce the rights of the Central Reserve Indemnified Person.

C. DEFENSE OF CLAIMS.

1. If any party entitled to be indemnified under this Network
Addendum (an "Indemnitee") receives notice of assertion or commencement of any
claim, action or proceeding made or brought by any person or entity who or which
is not a party to this Network Addendum or an affiliate of a party to this
Network Addendum (a "Third Party Claim") against such Indemnitee with respect to
which any person or entity required to provide indemnification under this
Network Addendum (an "Indemnifying Party") is obligated to provide
indemnification under this Network Addendum, the Indemnitee will give such
Indemnifying Party reasonably prompt written notice thereof, but in any event
not later than (30) calendar days after receipt of such Third Party Claim. Such
notice will describe the Third Party Claim in reasonable detail, will include
copies of all material written evidence thereof and will indicate the estimated
amount, if reasonably practicable, of the indemnifiable loss that has been or
may be sustained by the Indemnitee. The Indemnifying Party will have the right
to participate in, or, by giving written notice to the Indemnitee, to assume,
the defense of any third party claim at such Indemnifying Party's own expense
and by such Indemnifying Party's own counsel (reasonably satisfactory to the
Indemnitee), and the Indemnitee will cooperate in good faith in such defense.

2. If, within 10 (ten) calendar days after giving notice of a Third
Party Claim to an Indemnifying Party, an Indemnitee receives written notice from
the Indemnifying Party that the Indemnifying Party has elected to assume the
defense of such Third Party Claim, the Indemnifying Party will not be liable for
any legal expenses subsequently incurred by the Indemnitee in connection with
the defense thereof; provided, however, that if the Indemnifying Party fails to
take reasonable steps necessary to defend diligently such Third party claim
within ten (10) calendar days after receiving written notice from the Indemnitee
that the Indemnitee believes the Indemnifying Party has failed to take such
steps or if the Indemnifying Party has not undertaken fully to indemnify the
Indemnitee in respect of all indemnifiable losses relating to the matter, the
Indemnitee may assume its own defense, and the Indemnifying Party will be liable
for all reasonable costs or expenses paid or incurred in connection therewith.
Without the prior written consent of the Indemnitee, the Indemnifying Party will
not enter into any settlement of any Third Party Claim which would lead to
liability or create any financial or other obligation on the part of the
Indemnitee for which the Indemnitee is not entitled to indemnification
hereunder. If a firm offer is made to settle a Third Party Claim without leading
to liability or the creation of a

financial or other obligation on the part of the Indemnitee for which the
Indemnitee is not entitled to indemnification hereunder and the Indemnifying
Party desires to accept and agree to such offer, the Indemnifying Party will
give written notice to the Indemnitee to that effect. If the Indemnitee fails to
consent to such firm offer within ten calendar days after its receipt of such
notice, the Indemnitee may continue to contest or defend such Third Party Claim
and, in such event, the maximum liability of the Indemnifying Party as to such
Third Party Claim will not exceed the amount of such settlement offer, plus
costs and expenses paid or incurred by the Indemnitee through the end of such
ten calendar day period.

V. COMPENSATION.

A. TIMING OF PAYMENT. Central Reserve's payment obligations shall begin on
the effective date of this Network Addendum and continue until the calendar
month during which this Network Addendum is terminated. Payment shall be made on
the last day of the month following the month during which services are rendered
under this Network Addendum.

B. PROVIDER NETWORK ACCESS FEE. Central Reserve shall pay a fee to
Administrator for access to Medical Mutual of Ohio's Ohio Provider Networks. The
access fee shall be determined as follows:

1. Central Reserve shall pay Administrator fifty percent (50%) of
"Savings" generated in excess of twenty two and one half percent (22.5%).

2. As used herein, "Savings" is the difference between the amount
the Provider billed for Covered Services, as defined in the insureds'
Certificates of Coverage, and the amount the Provider accepts as payment in full
pursuant to the Provider's Agreement with Medical Mutual of Ohio adjusted for
Coordination of Benefits. "Savings" does not include any adjustments or
settlements resulting from most favored nations violations, maximum charge
increase limitation violations, guaranteed discount corridor provisions, prompt
payment discounts, or any settlement, incentive, allowances or adjustment that
does not accrue to specific claims at the time of adjudication.

VI. SUBCONTRACTING.

Central Reserve understands that Administrator may subcontract for the
services with a parent, affiliate or subsidiary of the Administrator or with a
another outside party, provided that no more than 15% of the total services
under this Network Addendum are outsourced to an outside party. Central Reserve
shall consent to such subcontracting arrangement; provided, that the
subcontractor agrees to be bound by the terms of this Network Addendum; that
Central Reserve is named as a third party beneficiary with respect to the
subcontract; and that Administrator is not relieved of liability by virtue of
subcontract.

VII. RUNOUT.

The parties acknowledge that this Network Addendum includes
Administrator's agreement to provide all services under this Network Addendum
relating to claims for services rendered prior to the termination of this
Network Addendum for a period not to exceed six months.

VIII. CONFIDENTIALITY OF RECORDS.

The provisions of this Section shall survive the termination of this
Network Addendum.

A. CENTRAL RESERVE'S PROPRIETARY INFORMATION AND MATERIALS. All business
and medical records relating to the operation of Central Reserve, including but
not limited to all historical data, books of account, agent agreements,
enrollment records, general administrative records, group service records,
provider records, fee schedules, patient records and claims information shall be
and remain the sole property of Central Reserve. Administrator agrees to use
such business and medical records solely for the purposes of performing its
duties under this Network Addendum and Administrator covenants and agrees that
it will utilize information it receives under this Network Addendum only for the
purpose of performing its duties under this Network

Addendum.

C. ADMINISTRATOR'S PROPRIETARY INFORMATION AND MATERIALS. All information
systems and computer software utilized or developed by Administrator to provide
services to Central Reserve pursuant to this Network Addendum shall remain the
sole property of Administrator. Administrator represents and warrants to Central
Reserve that the performance of its obligations under this Network Addendum will
not infringe on any patents, copyrights, trade secrets or other proprietary
rights of third parties and that Administrator has received no claims or charges
of any such infringement. Administrator further represents and warrants to
Central Reserve that it has full authority, including any required grant of
license or other rights, to use all data, documentation, information, hardware
and software that will be furnished to Central Reserve in connection with this
Network Addendum. Nothing herein shall be construed to grant Central Reserve a
license to use any such information systems, or software, outside the scope of
this Network Addendum.

D. CENTRAL RESERVE CONFIDENTIALITY DUTIES. Central Reserve acknowledges
that Administrator and Medical Mutual of Ohio have a strong interest in
preserving the confidentiality of all trade secret information, including but
not limited to provider contracting arrangements and discount information. The
confidentiality policy is essential to meet the needs of its customers and is in
accordance with responsible business practices. Therefore, Central Reserve
agrees to keep confidential all information and material relating to the
business of Administrator and Medical Mutual of Ohio including but not limited
to, claims system information, computer systems information, and provider
agreement and discount information, either during or after this Network
Addendum. Central Reserve covenants and agrees that it will utilize information
it receives under this Network Addendum regarding Administrative Systems and
Provider Networks only for the purpose of performing its duties under this
Network Addendum.

IX. INSURANCE.

A. CENTRAL RESERVE'S INSURANCE. During the term of this Network Addendum,
Central Reserve shall maintain, at its expense, errors and omissions insurance
coverage, including stop-loss insurance in scope and amount customary and
reasonable for the Business. Such insurance policies relating hereto shall name
Administrator as an additional insured. Certificates of insurance and such other
supporting documentation and information as Administrator may

reasonably request shall be provided to Administrator upon request.

B. ADMINISTRATOR'S INSURANCE. During the term of this Network Addendum,
Administrator shall maintain, at its expense, errors and omissions insurance
coverage, and fidelity bonds, in scope and amount customary and reasonable for
the conduct of its activities under this Network Addendum. Such insurance
policies and bonds shall name Central Reserve as an additional insured.
Certificates of insurance and such other supporting documentation and
information as Central Reserve may reasonably request shall be provided by
Central Reserve upon request.

X. NOTICE OF DEVELOPMENTS.

Both parties shall give the other prompt written notice of any material
adverse development affecting the Business.

XI. COMPLIANCE WITH LAW.

Both parties shall comply with all applicable federal, state, and local
laws in connection with the performance of their respective duties under this
Network Addendum. During the term of this Network Addendum, Administrator will
maintain all licenses, franchises, permits, approvals, and other authorizations
necessary for it to provide the Services required by it hereunder.

XI. FURTHER ASSURANCES.

The parties agree (a) to furnish upon request to each other such further
information, (b) to execute and deliver to each other such other documents, and
(c) to do such other acts and things, all as the other party may reasonably
request for the purpose of carrying out the intent of this Network Addendum.
Central Reserve agrees to cooperate with and assist Administrator and any
employees or agents of Administrator necessary to allow Administrator to fulfill
its obligations under this Network Addendum.

XII. SUCCESSION, ASSIGNMENT.

This Network Addendum shall be binding upon and inure to the benefit of
the parties named herein and their respective successors and permitted assigns.
No party may assign either this Network Addendum or any of his, her or its
rights, interest, or obligations hereunder, provided that Administrator may
assign its rights, interest and obligations hereunder to any affiliate
controlled by or that controls Administrator with the appropriate licenses to
perform its obligations under this Agreement and Central Reserve may assign its
rights, interest and obligations hereunder in connection with a Change in
Control, subject to Administrator's right to terminate this Network Addendum
pursuant to Section II.B.

XIII. NOTICES.

If to Administrator, to:

MUTUAL MANAGEMENT COMPANY, INC.
0000 Xxxxx, 00xx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

with a copy to:

Xxxx X. Xxxxxxx, Esq., General Counsel
MEDICAL MUTUAL OF OHIO
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

if to Central Reserve, to:

CENTRAL RESERVE LIFE INSURANCE COMPANY
00000 Xxxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Attention: President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

with a copy to:

Xxxxx X. Xxxx, Xx. Esq.
0000 X. Xxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000

XIV. DISPUTE RESOLUTION.

Except for disputes with respect to matters which may be cause for
termination pursuant to Section I, or with respect to the Indemnification
obligations of the parties hereunder the parties agree to resolve all disputes
relating to matters arising under this Network Addendum pursuant to the dispute
resolution mechanism set forth herein.

B. EFFECT ON NETWORK ADDENDUM. During any mediation pursuant to this
Section, the Network Addendum shall remain in full force and effect.

C. FURTHER ACTION. If mediation is unsuccessful then the parties may
pursue their available remedies.

XV. ENTIRE NETWORK ADDENDUM.

This Network Addendum contains the entire agreement among the parties with
respect to the subject matter hereof and supersedes all prior agreements,
written or oral, with respect thereto.

XVI. WAIVERS AND AMENDMENTS.

This Network Addendum may be amended, modified, superseded, canceled,
renewed or extended, and the terms and conditions hereof may be waived, only by
a written instrument signed by the parties or, in the case of a waiver, the
party waiving compliance. No delay on the part of any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any waiver on the part of any party of any right, power or privilege hereunder,
nor any single or partial exercise of any right, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder. The rights and remedies herein provided are
cumulative and are not exclusive of any rights or remedies which any party may
otherwise have at law or in equity.

XVII. GOVERNING LAW.

This Network Addendum shall be governed and construed in accordance with
the laws of the State of Ohio applicable to agreements made and to be performed
entirely within such State, without giving effect to the principles of conflicts
of law thereof.

XVIII. RELATIONSHIP BETWEEN THE PARTIES.

A. CONDUCT OF BUSINESSES. Central Reserve and Administrator agree that
each of them are independent companies and that they are each responsible for
the conduct of their own businesses. Neither party has any obligation with
respect to employees of the other. Administrator shall be solely responsible for
all workers' compensation, unemployment compensation, withholding and employment
taxes and any other taxes due to federal, state or local governments or agencies
on account of itself, its employees, representatives, or agents or by any
federal, state or local government or agency on account of wages, industrial
accidents or workers' compensation claims, withholding and employment taxes or
any other actions arising out of Administrator's relationship with its
employees, representatives or agents. Similarly, Central Reserve shall be solely
responsible for all workers' compensation, unemployment compensation,
withholding and employment taxes and any other taxes due to federal, state or
local governments or agencies on account if itself, its employees,
representatives or agents or by any federal, state or local government or agency
on account of wages, industrial accidents or workers' compensation claims,
withholding and employment taxes or any other actions arising out of Central
Reserve's relationship with its employees, representatives or agents.

B. INDEPENDENT BUSINESS. Central Reserve and Administrator further agree
that Central Reserve and Administrator are separate entities and nothing in this
Network Addendum affects the separate identity of each party. This Network
Addendum does not create a partnership, nor is it intended to limit the parties'
conduct of their respective businesses.

C. LIMITED AGENCY. Central Reserve and Administrator further agree that
Administrator shall be the agent of Central Reserve solely for purposes of
performing its duties under this Network Addendum. Administrator acknowledges
the limited nature of its agency authority and agrees to abide by the Central
Reserve's coverage documents, policies and procedures, as well as the
limitations set forth in this Network Addendum.

XIX. COUNTERPARTS.

This Network Addendum may be executed in two (2) or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.

XX. HEADINGS.

The headings in this Network Addendum are intended solely for convenience
of reference and shall be given no effect in the interpretation of this Network
Addendum.

XXI. FAIR MEANING.

This Network Addendum shall be construed according to its fair meaning and
as if prepared jointly by Central Reserve and Administrator.

XXII. FORCE MAJEURE.

The parties understand that performance by either party may be interrupted
or delayed by an occurrence outside of that party's control including, but not
limited to, the following: Act of God, war, riot sovereign conduct or the
conduct of third parties. Administrator shall take such reasonable actions as is
prudent to protect itself against and Central Reserve such occurrences,
including but not limited to, assuring back-up copies of data, and back-up
ability with respect to all services performed under this Network Addendum
within two (2) days. Subject to the foregoing, if such acts occur, the affected
party will be excused from complete performance for as long as it is reasonably
necessary, so long as such affected party uses its best efforts to perform.

XIV. PRIVACY.

Administrator and Central Reserve agree not to disclose any of the terms
of this Network Addendum to any person without written permission of the other
party, except as required by state or federal law.

IN WITNESS WHEREOF, the Parties hereto have executed this Network Addendum on
the dates indicated below.

CENTRAL RESERVE LIFE MUTUAL MANAGEMENT COMPANY, INC.
INSURANCE COMPANY

By:
------------------------------------------
By:
------------------------------------------

Printed Name: Printed Name: Xxxxxx X. Xxxxxxxx

Title: Title: PRESIDENT AND CHIEF EXECUTIVE OFFICER
--------------------------------------- ---------------------------------------------

Date:
----------------------------------------
Date:
----------------------------------------

By:
------------------------------------------

Printed Name: Xxxxxx X. Xxxxxxx

Title: CHAIRMAN
--------------------------------------------

Date:
----------------------------------------

CLAIMS ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT
REGARDING INFORMATION SERVICES

This Claims Addendum ("Claims Addendum") to Administrative Services Agreement
regarding Information Services (the "I.S. Agreement") is between Mutual
Management Company, Inc., an Ohio corporation and subsidiary of Medical Mutual
of Ohio ("Administrator"), and Central Reserve Life Insurance Company, an Ohio
corporation ("Central Reserve").

BACKGROUND
----------

These recitals are representations of fact that form the basis for and are an
integral part of this Claims Addendum.

A. The parties have entered into the I.S. Agreement, incorporated herein by
reference pertaining to provision by Administrator of information services with
respect to the health insurance "Business" as defined therein. All defined terms
in the I.S. Agreement shall have the same meaning in this Claims Addendum.

B. Administrator possesses experience with regard to the processing of claims
and the capacity as well as the expertise to administer the Business.

C. The parties desire to enter into this Claims Addendum with respect to
provision by Administrator of claims and other administrative services.

PROVISIONS
----------

In consideration of the mutual promises contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

I. TERM.

A. The initial term of this Claims Addendum (the "Initial Term") shall
begin on March 30, 1998 (the "Effective Date") and end on March 31, 2003, unless
terminated earlier pursuant to Section I.B. After the Initial Term, this Claims
Addendum shall automatically extend for successive periods of five (5) years
unless a party gives the other party written notice of its intention not to
renew, one (1) year before renewal (each a "Renewal Term.")

B. TERMINATION. This Claims Addendum shall terminate prior to the
expiration of the Initial Term or any Renewal Term hereof if Central Reserve and
Administrator mutually agree to do so or upon notice of termination pursuant to
paragraph 1 or 2 below:

1. ADMINISTRATOR'S TERMINATION:

If Administrator terminates the I.S. Agreement pursuant to its
terms, then such termination shall also constitute termination of this Claims
Addendum. Otherwise Administrator will not terminate this Claims Addendum,
unless pursuant to Section II.A.8.c

2. CENTRAL RESERVE'S OPTIONS:

a. Central Reserve shall have the option to terminate this
Agreement if Administrator commits a material breach of the Claims Addendum and
fails to cure the breach within sixty (60) days after Central Reserve notifies
Administrator of such breach (if the breach is cured within the sixty (60) day
period, then no termination shall occur);

b. At any time within ninety (90) days after a Change in
Control of Central Reserve, Central Reserve shall have the right to terminate
this Claims Addendum upon one (1) year prior written notice of termination to
Administrator, or, at any time within ninety (90) days after a Change in Control
of Administrator or Medical Mutual of Ohio.

c. Central Reserve shall have the right to terminate this
Claims Addendum after December 31, 1999 without cause, subject to the following:
Central Reserve will reimburse Administrator for the direct costs associated
with the termination. Administrator will determine its direct costs and provide
Central Reserve with an itemization and accounting detail with respect to such
direct costs within sixty (60) days after termination.

3. CENTRAL RESERVE'S RIGHTS UPON TERMINATION.

The provisions of this Section shall survive the termination of
this Claims Addendum.

a. Upon providing or receiving notice of termination of this
Claims Addendum for any reason, Administrator shall cooperate fully with Central
Reserve in effecting a smooth transition of the Administrator's responsibilities
under this Claims Addendum so that Central Reserve can operate independently as
of the effective date of termination. As soon as reasonably practical during the
notice period, and continuing after the effective date of termination as
necessary, Administrator shall provide to Central Reserve any and all
information, data, files and reports that are necessary to enable Central
Reserve to operate the Business

independently of Administrator, including but not limited to the original
records and data relating to the operation of Central Reserve's Business,
including but not limited to all historical data, books of account, enrollment
records, group service records, provider records, patient records and claims
information. Administrator shall also provide in machine readable form all of
the above described records and data, in a format reasonably acceptable to
Central Reserve.

b. Upon written notice from Central Reserve, Administrator
shall, at the written direction of Central Reserve either transfer to Central
Reserve or its designee or destroy (and certify as to such destruction) all
records and information relating solely to the Business, including all written
agreements, customer lists, correspondence, documents, data, files, premium data
and rates, brochures, pamphlets, and promotional materials after the regulatory
period for record retention has passed. Central Reserve agrees to allow
Administrator access to all such returned materials in the event such access is
requested by Administrator for any reasonable and legitimate purpose.

4. ADMINISTRATOR'S RIGHTS UPON TERMINATION. The provisions of this section
shall survive the termination of this Claims Addendum. Upon written notice from
Administrator, Central Reserve, shall, at the written direction of Administrator
either transfer to Administrator or its designee or destroy (and certify as to
such destruction) all records and information relating solely to the
Administrator's business and information systems, including all written
agreements, correspondence, documents, data and files. Administrator agrees to
allow Central Reserve access to all such returned materials in the event such
access is requested by Central Reserve for any reasonable and legitimate
purpose.

II. CLAIMS AND ADMINISTRATIVE SERVICE

At agreed upon times during the term of this Claims Addendum,
Administrator shall provide to Central Reserve the following administrative
services (the "Claims Services"):

A. CLAIMS SERVICE ADMINISTRATION

1. Administrator will be responsible for all back room processing
for Central Reserve including the services specified in paragraphs 2-7 below,
with respect to Business designated by Central Reserve. Central Reserve will use
these services provided by Administrator for its Ohio Business, such purchased
blocks of business as are appropriate, and other blocks of Business as
determined by Central Reserve on not less than one hundred twenty (120) days
prior notice to Administrator. The transition of all Ohio Business to
Administrator's systems and responsibility for claims administration to
Administrator will occur by July 1, 1998.

2. MEMBERSHIP/POLICYHOLDER SERVICES.

a. With respect to the business transferred to
Administrator's systems, Central Reserve will forward enrollment applications
and information to Administrator, after approval by Central Reserve's
underwriting, it being understood that Central Reserve shall retain all
responsibility for its own underwriting.

b. Administrator will provide Membership/Policyholder
Services for the Business. Administrator shall be responsible for collecting
enrollment applications and other enrollment material, imaging or otherwise
imaging enrollment applications in its system, and completing the enrollment
process. Enrollment applications will be imaged into its system no later than
two (2) days following receipt. Administrator shall be responsible for
maintaining member eligibility records.

c. Administrator shall be responsible for verifying
eligibility of enrollment and all billing functions.

d. Administrator will provide enrollees with Central
Reserve contracts and/or plan booklets for health care coverage,
certificates, identification cards and any other necessary documents for
enrollees to understand the rights, obligations and scope of benefits provided
under the contracts; provided that Central Reserve is responsible for (a)
developing the benefits plan and (b) development of the form documents. All
Ohio identification cards must contain both Medical Mutual of Ohio and Central
Reserve's names and be designed in a manner acceptable to both parties.

3. CLAIMS ADMINISTRATION

a. Central Reserve and Administrator shall direct (1)
all contracting health care providers and (2) all members to submit claims for
services covered by Central Reserve to Administrator. Central Reserve shall
forward any claims received directly from health care providers or members to
Administrator. Administrator will work with Central Reserve to maximize use of
electronic claims submission.

b. Administrator shall be responsible for providing
staff to perform claims functions, receiving all claims, imaging and entering
the claims into its system. Claims shall be imaged into the system within three
(3) days after receipt.

c. Administrator shall review and adjudicate all
claims for benefits under Central Reserve's coverage documents pursuant to
standards established by Central Reserve; verify eligibility, make coverage
determinations in accordance with Central Reserve's coverage

documents, policies and directories, compute benefits for covered services; and
pay for covered services on behalf of Central Reserve. Administrator shall
pursue coordination of benefits ("COB") and third party liability recovery on
behalf of Central Reserve pursuant to the provisions of Central Reserve's
coverage documents and subject to applicable law, in the same manner as it
performs such functions with respect to Medical Mutual of Ohio's own business.

d. Administrator shall refer to Central Reserve any
notices of legal actions, suits, proceedings or investigations or threats with
respect to any disputes claims or benefits for Central Reserve policyholders.
The defense of any legal action on a claim for benefits under a Central Reserve
coverage document shall not be an obligation of Administrator. However,
Administrator shall have the discretion to participate in the defense of the
action if it so chooses, at its own expense. Administrator shall cooperate with
Central Reserve by furnishing such evidence as it has available in connection
with the defense of any such action.

4. INQUIRIES AND REQUEST/CUSTOMER SERVICE. Administrator shall
provide staff to provide customer service functions subject to the policies of
Central Reserve, respond promptly and thoroughly to written or telephone
requests for information received from employers, providers, enrollees and
governmental agencies relating to such matters as eligibility determinations,
care management determinations, and claims determinations. Responses shall be
made (a) within any time periods required under state and federal laws and
regulations; (b) within any time periods set forth in Central Reserve's coverage
documents or in contracts with health care providers, and (c) within time
periods customary in the health care industry or otherwise required by law.

5. MAINTENANCE OF RECORDS. Administrator shall maintain records of
all Central Reserve claims paid or denied in sufficient detail so that adequate
financial statements and regulatory reports can be prepared for Central Reserve
and for Central Reserve management purposes. The nature and scope of the
information shall be determined and agreed upon by both parties. Administrator
will make available the reports presently available to Central Reserve through
its systems and assist Central Reserve in the development and publication of
additional reports based upon the capabilities of Administrator's systems.

6. CARE MANAGEMENT. Administrator will perform utilization
management and other care management services (collectively "Care Management
Services") for Central Reserve's Ohio policyholders and other Central Reserve
policyholders as may be designated by Central Reserve for the compensation set
forth in Section V below. Such services shall be the services Medical Mutual of
Ohio performs with respect to its own policyholders including precertification,
disease management, case management, chart audit, appropriateness review,
discharge planning and referral management and Medical policy, as appropriate.

7. OTHER SERVICES. Administrator will also perform the following
functions: (a) medical review services, including providing staff and case
management; (b) issue identification cards; (c) produce benefit certificates;
(d) COB and third party liability Recovery; (e) xxxx for health products; (f)
maintain eligibility records; (g) load benefits including those with respect to
Central Reserve's new policies.

8. DEPOSIT AND DISBURSEMENT OF FUNDS.

a. Administrator shall establish (with such banks as Central
Reserve designates) trust fund accounts in the name of Central Reserve ("Central
Reserve Accounts") from which Central Reserve or Administrator may withdraw
funds for the deposit of all premiums collected on behalf of Central Reserve.
Administrator shall xxxx and collect premiums for, on behalf of, and in the name
of Central Reserve and shall promptly deposit such premiums into the Central
Reserve Accounts. All funds held by Administrator will be held in a fiduciary
capacity, and Administrator shall perform all duties required to comply with
applicable fiduciary accounting laws. Nothing herein shall limit any right of
Central Reserve against Administrator resulting from Administrator's failure to
make payments to Central Reserve, to any insured, or to any Provider.

b. PAYMENT OF CLAIMS AND OTHER EXPENSES. Administrator shall
pay claims for covered services and other expenses designated by Central
Reserve, solely from Central Reserve's funds as deposited in the Central Reserve
Account.

c. FAILURE TO MAKE FUNDS AVAILABLE. If Central Reserve fails to
make available sufficient funds to pay claims and other expenses as they become
due, then Administrator may suspend performance of its services until such a
time that Central Reserve makes the required funds available and, in addition,
Administrator may terminate this Claims Addendum upon thirty (30) days' written
notice to Central Reserve unless the breach by Central Reserve is cured within
the thirty (30) day period.

d. ADMINISTRATOR IS NOT A GUARANTOR. The parties acknowledge
that Administrator is functioning only as a third party administrator under this
Claims Addendum. The parties further acknowledge that Administrator is not a
surety, guarantor or in any way liable for any of Central Reserve's debts,
liabilities, benefits payable or other obligations.

B. GRIEVANCE PROCEDURES. Administrator will establish or utilize and
maintain such mechanisms, as required by law, to receive and respond to
complaints and grievances of members in accordance with Central Reserve's
policies and procedures and keep appropriate records of such complaints.
Administrator will process and make the initial decision on all grievances
subject to applicable state laws; provided, however, that Central Reserve shall
have the sole authority to decide appeals.

C. SUPERVISION. The Administrator shall perform the services under the
direction of a Central Reserve employee designated in writing by Central Reserve
and Central Reserve shall have final authority over all claims policies. All
services to be provided by Administrator under this Claims Addendum shall be
rendered upon the written criteria, standards and guidelines of Central Reserve
(as such may be amended or revised at any time and from time to time).

D. PERFORMANCE STANDARDS. Administrator shall perform each and every one
of its duties under this Claims Addendum (1) in accordance with all federal and
state laws and regulations; (2) in such a way as to meet or exceed contractual
standards set forth in Central Reserve's and/or Administrator's contracts with
health care providers and practitioners, employers and other groups, and members
and other beneficiaries (including meeting the highest level of performance set
forth in any performance standards.) In addition, in the performance of its
duties under this Claims Addendum, Administrator shall preserve, maintain,
enhance and promote Central Reserve's identity and reputation.

E. AUDITS.

The parties shall have the rights and responsibilities set forth
in the I.S. Agreement.

III. CENTRAL RESERVE RESPONSIBILITIES AND OBLIGATIONS

Central Reserve will continue to be responsible for, including but not
limited to, the following services: (A) underwriting; (B) actuarial; (C)
accounting; (D) legal; (E) sales and marketing.

IV. INDEMNIFICATION.

The provisions of the I.S. Agreement regarding Indemnification are
incorporated herein by reference.

V. COMPENSATION.

A. CALCULATION. For purposes of this Claims Addendum, "Premium and Premium
Equivalent" shall have the meaning set forth in Section V. B. 3 of the
I.S. Agreement.

B. COMPENSATION FOR CLAIMS SERVICE Beginning April 1, 1998 for all
business covered by this Claims Addendum, Central Reserve shall pay
Administrator an additional fee equal to 4.4% of Central Reserve's Premium and
Premium Equivalent with respect to such business. This fee is in addition to the
fee paid under the I.S. Agreement.

C. COMPENSATION FOR CARE MANAGEMENT SERVICES

1. For purposes of this section the term "Care Management Services"
shall have the meaning as set forth in Section II.A.6.

2. For Care Management Services for Ohio Business Central Reserve
shall pay a per certificate holder per month fee of $1.00 for the period of July
1, 1998 through June 30, 2001. The per certificate holder per month fee will be
adjusted for the period July 1, 2001 through June 30, 2003 to correspond with
the rate of inflation.

3. For Care Management Services for all non-Ohio Business for which
Central Reserve requests such services, Central Reserve shall pay a fee agreed
upon by both parties.

D. TIMING OF PAYMENT. Central Reserve's payment obligations shall begin on
the effective date of this Claims Addendum and continue until the calendar month
during which this Claims Addendum is terminated. Payment shall be made on the
last day of the month following the month during which services are rendered
under this Claims Addendum.

VI. RUNOUT.

The parties acknowledge that this Claims Addendum includes Administrator's
agreement to provide all services under this Claims Addendum relating to claims
for services rendered prior to the termination of this Claims Addendum, for a
period not to exceed six (6) months.

VII. CONFIDENTIALITY OF RECORDS.

The provisions of the I.S. Agreement regarding confidentiality are
incorporated herein by reference.

VIII. INSURANCE.

The provisions of the I.S. Agreement regarding Insurance are incorporated
herein by reference.

IX. SUCCESSION, ASSIGNMENT.

This Claims Addendum shall be binding upon and inure to the benefit of the
parties named herein and their respective successors and permitted assigns. No
party may assign either this Claims Addendum or any of his, her or its rights,
interest, or obligations hereunder, provided that Administrator may assign its
rights, interest and obligations hereunder to any affiliate controlled

by or that controls Administrator with the appropriate licenses to perform its
obligations under this Agreement and Central Reserve may assign its rights,
interest and obligations hereunder in connection with a Change in Control.

X. NOTICES.

If to Administrator, to:

MUTUAL MANAGEMENT COMPANY, INC.
0000 Xxxxx, 00xx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

with a copy to:

Xxxx X. Xxxxxxx, Esq., General Counsel
MEDICAL MUTUAL OF OHIO
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

if to Central Reserve, to:

CENTRAL RESERVE LIFE INSURANCE COMPANY
00000 Xxxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Attention: President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

with a copy to:

Xxxxx X. Xxxx, Xx. Esq.
0000 X. Xxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000

XI. DISPUTE RESOLUTION.

Except for disputes with respect to matters which may be cause for
termination pursuant to Section I and the Indemnification provisions of this
Claims Addendum, the parties agree to resolve all disputes relating to matters
arising under this Claims Addendum pursuant to the dispute resolution mechanism
set forth herein.

B. EFFECT ON CLAIMS ADDENDUM. During any mediation pursuant to this
Section, the Claims Addendum shall remain in full force and effect.

C. FURTHER ACTION. If mediation is unsuccessful then the parties may
pursue their available remedies.

XII. ENTIRE CLAIMS ADDENDUM.

This Claims Addendum contains the entire agreement among the parties with
respect to the subject matter hereof and supersedes all prior agreements,
written or oral, with respect thereto.

XIII. WAIVERS AND AMENDMENTS.

This Claims Addendum may be amended, modified, superseded, canceled,
renewed or extended, and the terms and conditions hereof may be waived, only by
a written instrument signed by the parties or, in the case of a waiver, the
party waiving compliance. No delay on the part of any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any waiver on the part of any party of any right, power or privilege hereunder,
nor any single or partial exercise of any right, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder. The rights and remedies herein provided are
cumulative and are not exclusive of any rights or remedies which any party may
otherwise have at law or in equity.

XIV. GOVERNING LAW.

This Claims Addendum shall be governed and construed in accordance with
the laws of the State of Ohio applicable to agreements made and to be performed
entirely within such State, without giving effect to the principles of conflicts
of law thereof.

XV. RELATIONSHIP BETWEEN THE PARTIES.

B. INDEPENDENT BUSINESS. Central Reserve and Administrator further agree
that Central Reserve and Administrator are separate entities and nothing in this
Claims Addendum affects the separate identify of each party. This Claims
Addendum does not create a partnership, nor is it intended to limit the parties'
conduct of their respective businesses.

C. LIMITED AGENCY. Central Reserve and Administrator further agree that
Administrator shall be the agent of Central Reserve solely for purposes of
performing its duties under this Claims Addendum. Administrator acknowledges the
limited nature of its agency authority and agrees to abide by the Central
Reserve's coverage documents, policies and procedures, as well as the
limitations set forth in this Claims Addendum.

XVI. COUNTERPARTS.

This Claims Addendum may be executed in two (2) or more counterparts, each
of which shall be deemed an original but all of which together shall constitute
one and the same instrument.

XVII. HEADINGS.

The headings in this Claims Addendum are intended solely for convenience
of reference and shall be given no effect in the interpretation of this Claims
Addendum.

XVIII. FAIR MEANING.

This Claims Addendum shall be construed according to its fair meaning and
as if prepared jointly by Central Reserve and Administrator.

XIX. FORCE MAJEURE.

The parties understand that performance by either party may be interrupted
or delayed by an occurrence outside of that party's control including, but not
limited to, the following: Act of God, war, riot sovereign conduct or the
conduct of third parties. Administrator shall take such reasonable actions as is
prudent to protect itself and Central Reserve against such occurrences,
including but not limited to, assuring back-up copies of data, and back-up
ability to process claims within two (2) days. Subject to the foregoing, if such
acts occur, the affected party will be excused from complete performance for as
long as it is reasonably necessary, so long as such affected party uses its best
efforts to perform.

XX. PRIVACY. Administrator and Central Reserve agree not to disclose any of the
terms of this Claims Addendum to any person without written permission of the
other party, except pursuant to the requirements of state or federal law.

IN WITNESS WHEREOF, the Parties hereto have executed this Claims Addendum on the
dates indicated below.

CENTRAL RESERVE LIFE MUTUAL MANAGEMENT COMPANY, INC.
INSURANCE COMPANY

By:
-----------------------------------------
By:
-----------------------------------------

Printed Name: Printed Name: Xxxxxx X. Xxxxxxxx

Title: Title: PRESIDENT AND CHIEF EXECUTIVE OFFICER
-------------------------------------- ----------------------------------------------

Date:
---------------------------------------
Date:
---------------------------------------

By:
-----------------------------------------

Printed Name: Xxxxxx X. Xxxxxxx

Title: CHAIRMAN
-----------------------------------------------

Date:
---------------------------------------

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Table of Contents

BACKGROUND ----------

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