RECITALS

                                                            EXHIBIT 10.15

                             AGREEMENT TO REIMBURSE


         This agreement is entered into this 10 day of September, 1996, by and
between Blue Cross & Blue Shield United of Wisconsin ("BCBSUW") and United
Wisconsin Services, Inc. ("UWS").


                                    RECITALS

         WHEREAS, M&I Xxxxxxxx & Xxxxxx Bank of Milwaukee, Wisconsin ("Bank") is
issuing a line of credit to BCBSUW, United Wisconsin life Insurance Company
("UWLIC"), United Wisconsin Insurance Company ("UWIC"), Compcare Health Services
Insurance Corporation ("CHSIC") and UWS which credit shall not exceed the
aggregate amount of ten million dollars ($10,000,000) for any one entity and
twenty million dollars ($20,000,000) in aggregate at any time ("Line of
Credit"); and

         WHEREAS, as a condition to including UWLIC, UWIC, CHSIC and UWS as
parties to the Line of Credit, BCBSUW is a guarantor of UWLIC, UWIC, CHSIC and
UWS, each individually, for the benefit of the Bank ("Guarantee"); and

         WHEREAS, BCBSUW requires UWLIC, UWIC, CHSIC and UWS, each individually,
to agree to reimburse BCBSUW in the event the Bank compels BCBSUW to pay under
the Guarantee; and

         WHEREAS, UWLIC, UWIC and CHSIC have entered into a similar Agreement to
Reimburse dated December 29, 1993.

         NOW, THEREFORE, in consideration of the premises and conditions set
forth herein, the parties agree as follows:

                                   AGREEMENT

1.       In the event BCBSUW is compelled to pay under the Guarantee, UWS agrees
         to reimburse BCBSUW an amount equal to the payment made by BCBSU to the
         Bank under the Guarantee ("Reimbursement").

2.       The obligation of UWLIC, UWIC, CHSIC and UWS under their respective
         Agreements to Reimbursement is each individually and shall not be
         construed as joint and several.

3.       Reimbursement shall be made by UWS on the same day as BCBSUW makes its
         payment to the Bank as required under the Guarantee ("Payment Date").
         There are no offsets or conditions against the Reimbursement
         obligation. Demand, presentment, protest and notice of protest are
         hereby waived by UWS. Interest shall accrue on any unpaid balance owing
         BCBSUW beginning on the day following Payment Date. The rate of
         interest shall be reset monthly and shall be at the prime rate as
         determined by the Bank on the close of business on the last business
         day of the preceding month.



         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.


BLUE CROSS & BLUE SHIELD                     UNITED WISCONSIN SERVICES, INC.
UNITED OF WISCONSIN

/s/ Xxxxx Xxxxxxxx                           /s/ Xxxx X. Xxxxxx
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Xxxxx Xxxxxxxx                               Xxxx X. Xxxxxx
President                                    Treasurer