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                                                                  EXHIBIT 10.13




                              LICENSING AGREEMENT
                                 BY AND BETWEEN
                            INTERQUAL, INCORPORATED
                                      AND
                      LANDA MANAGEMENT SYSTEMS CORPORATION


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                              LICENSING AGREEMENT


     This Licensing Agreement made and entered into this 8th day of September,
1992, by and between INTERQUAL(R), INCORPORATED, a Delaware corporation
("InterQual") and Landa Management Systems Corporation d/b/a Landacorp
("Licensee"), STATE OF INCORPORATION.



                                  WITNESSETH:

      WHEREAS, each party is duly organized and existing as a corporation under
and pursuant to the laws of its State of Incorporation; and

      WHEREAS, InterQual is the owner of the Licensed Property as defined
hereafter; and

      WHEREAS, Licensee is the owner of Maxsys as defined hereafter; and

      WHEREAS, InterQual desires to license the Licensed Property to Licensee
for incorporation into Maxsys on the terms and conditions provided herein.

      NOW, THEREFORE, in consideration of the above and mutual covenants
contained herein and other valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Preamble. The preamble and recitals set forth above are hereby incorporated
into and made a part of this Agreement.

2. Definitions.

      2.1 Marks. "Marks" shall mean the trademarks and service marks owned by
InterQual and set forth in Exhibit 2.1 attached hereto.

      2.2 Criteria. "Criteria" shall mean the proprietary criteria owned by
InterQual as set forth in Exhibit 2.2. The Criteria shall include, without
limitation, all updates, modifications, additions or deletions to the Criteria
("Modifications") by InterQual, Licensee, Sublicensee or any other party whether
or not InterQual has notice of the Modifications.

      2.3 Licensed Property. "Licensed Property" shall mean the Marks and the
Criteria.

      2.4 Software. "Maxsys" shall mean the proprietary software of Licensee as
described inExhibit 2.4, including any and all versions thereof, which shall
incorporate


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the Criteria as provided under this Agreement. Exhibit 2.4 shall describe the
manner in which the Criteria are to be integrated into Maxsys.

      2.5 Sublicensee. "Sublicensee" shall mean any licensee of Maxsys or of any
version thereof. Licensee represents and warrants that Exhibit 2.5 contains the
list of all of its existing clients as of the date of this Agreement. Nothing
contained herein shall preclude Licensee from licensing the Maxsys without the
incorporation of the Licensed Property to any potential licensee, except that
Licensee shall, on a quarterly basis, notify InterQual in writing of the names
and addresses of all clients of Licensee who choose not to have the Licensed
Property incorporated in the Maxsys and the type of criteria said client has
elected to incorporate in the Maxsys. This information shall not be considered
Confidential Information.

      2.6 Medically Appropriate. "Medically Appropriate" or "Medical
Appropriateness" means services or supplies which are determined to be: (i)
appropriate and necessary for the symptoms, diagnosis or treatment of the injury
or disease; (ii) provided for the diagnosis or direct care and treatment of the
injury or disease; (iii) preventative services as provided in a benefit plan;
(iv) within standards of good medical practice within the organized medical
community; (v) not primarily for the convenience of the patient or of any
provider providing services to the patient and (vi) an appropriate supply or
level of service needed to provide safe and adequate care.

3. License.

      3.1 Grant of License.

            3.1.1 InterQual hereby grants to Licensee the nontransferable,
      nonexclusive right to use the Criteria for incorporation into the Maxsys
      solely for the purpose of sublicensing the Criteria to Sublicensees in the
      United States, Canada and the United Kingdom in the operation of their
      respective businesses (the "License").

            3.1.2 InterQual hereby grants to Licensee the non-exclusive right to
      use the Marks solely for the purpose of identifying InterQual as creator
      and owner of the Criteria in the Maxsys and in promotional, advertising
      and operational materials, except that any reference to the Criteria in
      such literature is subject to InterQual's review and written approval,
      which shall not be unreasonably withheld. The floppy disk mailers,
      screens, labels, packaging materials, and manuals contained within the
      Maxsys shall include "TM" after the appropriate Marks plus a footnote
      containing the language set forth below, reflecting InterQual's ownership
      interest in and to its copyrights and trademarks, which language may by
      revised from time to time by InterQual:

            This software contains criteria created and published by InterQual,
            Incorporated under its ISD-A(TM), IPM-A(TM) and SIM(TM) trademarks.
            InterQual is and will remain the sole owner of copyrights in such
            data and



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            the good will symbolized by the respective system trademarks.

      Licensee shall submit to InterQual for approval prior to first public use,
      a sample of each program, manual, label, packaging material or other thing
      which bears the ISD-A, IPM-A or SIM trademark. Such approval shall be
      deemed given unless within ten (10) business days after the respective
      submission, InterQual notifies Licensee in writing of InterQual's
      objections to publication of same.

            3.1.3 InterQual shall have the right to publicize this Licensing
      Agreement with Licensee in any advertising or publicity releases, subject
      to the prior written approval of Licensee which shall not be unreasonably
      withheld and which approval shall be given in a timely manner.

      3.2 Grant of Right to Sublicense.

            3.2.1 InterQual hereby grants to Licensee the right to sublicense
      the Criteria in the hospital market to Sublicensees subject to the terms
      and conditions of this Agreement. All such sublicenses shall be subject to
      the written approval of InterQual and Licensee shall provide InterQual
      with a copy of each such sublicense prior to the execution of the
      sublicense agreement between Licensee and Sublicensee. Licensee agrees to
      provide, on an annual basis, written notification to InterQual of all of
      the names, addresses and principal representatives of the Sublicensees.

            3.2.2 All of the rights, obligations and conditions provided herein
      relative to the License shall apply to the Sublicensees, and Licensee
      shall cause its Sublicensees to comply with all of the terms and
      provisions of this Agreement.

            3.2.3 Licensee acknowledges that InterQual may have claims against a
      Sublicensee for its unauthorized use of the Criteria and the Marks prior
      to the execution of this Agreement, and Licensee, its employees, officers,
      agents shall not represent to any Sublicensee that the execution of a
      sublicense agreement between Licensee and Sublicensee in any way affects
      InterQual's claims against Sublicensee regarding Sublicensee's past use of
      the Criteria, or a derivative thereof, prior to the execution of this
      Agreement.

      3.3 Non-transferability of License. The License shall be nondivisible and
          Licensee shall not sublicense, except as provided in Section 3.2, or
          in any manner transfer or assign the rights granted herein without the
          prior written consent of InterQual. Subject to Section 3.2, InterQual
          shall have the absolute right to withhold its approval of any
          sublicense.

      3.4 Non-Exclusive License. The License granted herein shall be
          non-exclusive and InterQual shall have the right to license the
          Licensed Property to any other party for any other purpose.



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      3.5 Updates and Modifications.

            3.5.1 InterQual shall provide Modifications developed by InterQual
      to the Criteria at no additional cost to Licensee, which Modifications
      shall be issued by InterQual, at its sole discretion, and according to a
      schedule determined by InterQual.

            3.5.2 Licensee shall incorporate the Modifications of InterQual or
      approved by InterQual into the Maxsys in the next annual release of the
      Maxsys ("Annual Release"). Licensee shall provide InterQual with six (6)
      months prior written notice of the submission date for the Modifications
      for inclusion in the Annual Release.

            3.5.3 Subject to this Section 3.5.3, Licensee and any Sublicensee
      shall have the right to create Modifications. Licensee shall only be able
      to Sublicense the Modifications in accordance with the terms of this
      Agreement. During the term of this Agreement, such modifications shall be
      used by Sublicensee for internal purposes only. Licensee or any
      Sublicensee desiring to create a Modification shall, by written notice to
      InterQual, request approval of such Modifications. InterQual shall use all
      reasonable efforts to review such Modifications and to communicate its
      approval or denial within thirty (30) days of the receipt of the request.
      If InterQual does not approve the Modification, the Licensee and any
      Sublicensee shall still be entitled to incorporate the Modification into
      the Maxsys as further described in paragraph 3.5.5 hereof, provided,
      however, that the Licensee and such Sublicensee shall thereafter
      acknowledge, in writing, and on the Maxsys that the version of the
      Criteria it uses contains user-initiated changes not specifically approved
      by InterQual. After the term of this Agreement, Licensee and Sublicensee
      shall not be entitled to use, sell or license the Modifications to others.
      The obligations set forth in this Section 3.5.3 shall survive the
      termination of this Agreement.

            3.5.4 If Licensee shall charge a fee to a Sublicensee for a software
      modification related to a Modification, InterQual may charge such
      Sublicensee, at its current fee schedules, for reviewing, approving or
      processing the Modification.

            3.5.5 Licensee shall provide the following features in each copy of
      a Maxsys:

                  (i) an automatic mark that identifies any non-InterQual
            approved Modification made by a Sublicensee to the Criteria
            indicating that such Modification is "User Specific"; and

                  (ii) an automatic notice on the title or acknowledgement
            screen of a Maxsys which is activated whenever any User Specific
            Modification has been implemented that indicates that the User
            Specific Changes are included in the Criteria.



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            3.5.6 Consulting and Training. In conjunction with the grant of the
      License, Licensee shall inform its Sublicensees of the incorporation of
      the Criteria into the Maxsys and of the availability of InterQual to
      provide training and consultation services with respect to the Criteria.
      InterQual shall, upon request of Licensee or Sublicensees, provide such
      training and consultation services at its then current fee schedules.
      Licensee shall not be entitled to any portion of the fees charged by
      InterQual.

4. Licensee's Obligations/Responsibilities. Licensee will, in connection with
the sublicensing of the Criteria, in addition to its other obligations herein,
assume responsibility for the following:

      4.1 Licensee shall provide, at its sole expense, to Sublicensee any
          technical support including initial and ongoing maintenance (including
          the inclusion of any Modifications) for the installation and
          maintenance of the Criteria during the term of this Agreement.
          Licensee shall provide the technical support in a professional and
          workman like manner.

      4.2 Licensee shall refer Sublicensee's inquiries regarding the content of
          the Criteria to InterQual following software installation.

      4.3 Licensee agrees to assume responsibility for its own expenses in a
          mandatory annual sales meeting with InterQual to review the
          relationship, assess sales and marketing strategies and identify new
          opportunities.

      4.4 Licensee shall keep complete, accurate and up-to-date books and
          records in accordance with generally accepted accounting principles
          and sound business practice covering all transactions relating to
          Sublicensees, and Licensee shall no less than on a quarterly basis
          provide to InterQual a written accounting of all executed and
          prospective sublicense agreements. Licensee shall pay to InterQual the
          license and marketing fees within thirty (30) days of the date it
          receives the license fee from Sublicensee. If license and marketing
          fees are not paid pursuant to the terms set forth in this paragraph
          4.4, InterQual may charge, in its sole discretion, Licensee interest
          at the rate of one (1%) percent per month, in addition to such other
          rights as it may have. Except as provided in paragraph 11.3.4,
          Licensee shall not be entitled to any refund of any license fee for
          Criteria purchased by Sublicensee should a Sublicensee terminate its
          agreement with Licensee for Software.

      4.5 InterQual and/or its authorized representatives shall upon reasonable
          notice have the right to inspect, audit, and/or copy such records in
          order to determine whether all provisions of the Agreement have been
          met. InterQual agrees that all information and records obtained in
          such audit shall not be disclosed to authorized persons unless
          required to do so by law



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          or legal action. InterQual shall also have the right to audit as
          described in this paragraph 4.4 for two years following the
          termination date of this Agreement by lapse of time or otherwise.

      4.6 Licensee agrees to notify InterQual promptly, in writing, of the
          existence of any circumstances surrounding any unauthorized copying,
          reproduction, alteration, use or distribution of the Criteria by any
          entity.

      4.7 Upon the execution of this Agreement, Licensee shall furnish
          InterQual, without charge, with one (1) copy of the Maxsys, manuals
          and documentation related thereto, and with all updates, enhancements
          and improvements. InterQual shall use the Maxsys solely for inspection
          and verification of the use of the Licensed Property, except to the
          extent it obtains Licensee's express written approval to use the
          Maxsys for demonstration purposes to existing and prospective clients
          of InterQual. To the extent it is not feasible for Licensee to provide
          InterQual with a copy of the Maxsys for inspection and verification
          purposes (i.e. due to technical reasons including hardware
          requirements and operating system requirements), Licensee may provide
          InterQual with modem access to the Maxsys, during regular business
          hours without charge for inspection and verification.


5. InterQual's Obligations/Responsibilities. InterQual will, in connection with
the sublicensing of the Criteria, in addition to its other obligations herein,
assume responsibility for the following:

      5.1 Upon execution of this Agreement, provide Licensee with one (1) copy
          of each of the following:

            5.1.2 One complete set of the most current version of the Criteria
                  in hard copy;

            5.1.3 One copy of the diskette loaded with the data files containing
                  the Criteria.

      5.2 InterQual shall provide up to a maximum of eight (8) hours per year of
          telephone support to Licensee for assistance in the integration of the
          Criteria into the Software. Additional consulting support, both by
          telephone and on-site is available to Licensee following the initial
          eight (8) hours at InterQual's current fee schedule for its technical
          support staff.

      5.3 InterQual agrees to assume responsibility for its own expenses in
          attending the mandatory annual sales meeting with Licensee.

6. License Fee. As consideration for the right to sublicense the Licensed
Property,



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Licensee shall pay to InterQual a license fee as set forth in Exhibit 6.

7. Marketing Fees. Licensee agrees to pay InterQual a ten percent (10%)
marketing fee for prospective clients who are not currently "active" clients of
Licensee ("active" meaning clients who have previously been in direct contact
with the sales force of Licensee regarding Maxsys) and who have become
interested in Maxsys because of InterQual's direct involvement and InterQual
notifies Licensee in writing of the circumstances, and without further
participation of InterQual the contact results in the execution of a license
agreement with or without the inclusion of the Criteria between the prospective
client and Licensee. To the extent the license agreement includes the Criteria,
Licensee would pay InterQual the ten percent (10%) marketing fee in addition to
that provided in Exhibit 6.

8. Title.

      8.1 Ownership of Licensed Property by InterQual.

            8.1.1 Licensee acknowledges and its Sublicensees shall acknowledge
      InterQual's exclusive right, title and interest in and to the title to the
      Licensed Property in any and all forms or embodiments thereof together
      with the goodwill of the business represented by the Licensed Property.
      InterQual shall have the right to obtain and hold in its own name
      trademarks, copyrights, registrations or such other protections as may be
      appropriate to the subject matter, and any extensions or renewals thereof.
      Licensee shall provide InterQual, and any person designated by InterQual,
      any reasonable assistance, at InterQual's expense, required to perfect
      InterQual's rights defined in this Agreement.

            8.1.2 In connection with the use of the Licensed Property, Licensee
      and its Sublicensees shall not in any manner represent that they have any
      ownership in the Licensed Property or registration thereof, or do any act
      or thing which may in any way either impair the right of InterQual in and
      to the Licensed Property or affect the validity of the Licensed Property
      or depreciate the value of the Licensed Property or its established
      prestige and goodwill. Licensee acknowledges and its Sublicensees shall
      acknowledge that use of the Licensed Property shall not create in favor of
      Licensee or its Sublicensees any right, title or interest in or to the
      Licensed Property and all uses of the Licensed Property by Licensee and
      its Sublicensees shall inure to the benefit of InterQual. Licensee and
      Sublicensee shall assign to InterQual as such things are created, all of
      Licensee's and Sublicensee's copyrights in derivative versions of the
      Licensed Works prepared by or for Licensee or Sublicensee, and Licensee
      and Sublicensee shall be licensed to use such derivative versions in the
      same manner as provided herein as if they were Licensed Works.

      8.2 Ownership of Maxsys Software by Licensee.

            8.2.1 InterQual acknowledges Licensee's exclusive right, title and
      interest



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      in and to the title to the Maxsys Software. Licensee shall have the right
      to obtain and hold in its own name trademarks, copyrights, registrations
      or such other protections as may be appropriate to the subject matter, and
      any extensions or renewals thereof. InterQual shall provide Licensee, and
      any person designated by Licensee, any reasonable assistance, at
      Licensee's expense, required to perfect Licensee's rights defined in this
      Agreement.

              8.2.2 In connection with the use of the Maxsys, InterQual shall
      not in any manner represent that it has any ownership in the Maxsys or
      registration thereof, and InterQual acknowledges that use of the Maxsys
      shall not create in favor of InterQual any right, title or interest in or
      to the Licensee and all uses of the Maxsys by InterQual shall inure to the
      benefit of Licensee.

      8.3 Rights Upon Termination. Upon termination of this Agreement for any
reason whatsoever, whether for cause or not for cause, whether voluntarily or
involuntarily, Licensee shall:

              8.3.1 except as provided in Section 8.4.2, cease and desist from
      all use of the Criteria, and any Modifications thereof, in any way, and
      shall destroy all software incorporating the Criteria and Modifications
      and deliver to InterQual, or its duly authorized representatives, all
      materials and documents pertaining to the Criteria and Modifications; and

              8.3.2 Licensee shall not adopt or use without InterQual's prior
      written consent any material similar to the Marks or any word or mark
      which is likely to be similar to or confusing with the Marks.

Likewise, InterQual shall cease and desist from all use of the Maxsys, and any
Modifications thereof, in any way, and shall destroy all copies of the Maxsys in
its possession and deliver to Licensee, or its duly authorized representatives,
all materials and documents pertaining to the Maxsys.

      8.4 Termination and Sublicenses.

            8.4.1 Upon termination of this Agreement whether for cause or not
      for cause, whether voluntarily or involuntarily, the License shall be
      revoked effective on the date of termination and Licensee shall not enter
      into further Sublicenses. The sublicenses previously granted by Licensee
      to Sublicensees shall remain in full force and effect provided that: (i)
      Licensee and the Sublicensees continue to observe the terms of this
      Agreement with respect to the sublicenses; (ii) Licensee continues to pay
      the license fees as provided in Section 6; and (iii) Licensee continues to
      provide the maintenance for the Maxsys for sublicensees as provided in
      Section 4.1.

              8.4.2 Upon the termination of this Agreement, during the term of
      any remaining sublicenses of the Maxsys, Licensee may maintain a copy of
      the Criteria



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      and InterQual shall continue to provide Modifications as provided in
      Section 3.5.1.

            8.4.3 Upon termination of this Agreement, during the term of any
      remaining sublicenses of the Maxsys, InterQual may maintain and Licensee
      shall provide to InterQual a copy of or modem access to the Maxsys then in
      use with the criteria. Upon termination of all sublicenses, InterQual
      shall return all copies of the Maxsys in its possession.

9. Confidential Information.

      9.1 Legal Restrictions. Neither party hereto shall be in default for
failure to supply information which such party, in good faith, believes cannot
be supplied due to prevailing law, or for supplying information which such
party, in good faith, believes is required to be supplied due to prevailing law.

      9.2   Non-Disclosure of Confidential Information.

            9.2.1 Each party acknowledges that (i) due to the nature of this
      Agreement, each party shall have access to and acquire Confidential
      Information as defined in Section 9.2.3 related to the business and
      operations of each other party; (ii) all Confidential Information
      constitutes confidential and proprietary information; (iii) the disclosure
      of Confidential Information to third parties would cause substantial loss
      to the goodwill of each party; (iv) disclosure of Confidential Information
      by each party shall be made due to the position of trust and confidence
      that each other party shall occupy due to the Agreement and due to the
      restrictions contained herein; (v) disclosure of Confidential Information
      would cause the party owning the Confidential Information irreparable
      harm; and (vi) the restrictions imposed upon each party herein would not
      hamper it in doing business.

            9.2.2 In consideration of the acknowledgements set forth in Section
      9.2.1, each party (and the respective officers, directors, employees,
      agents, successors and assigns of each party) shall, during the term of
      this Agreement and following the termination of this Agreement, whether
      voluntarily or involuntarily, whether for cause or not for cause, hold any
      and all Confidential Information in the strictest confidence as a
      fiduciary, and shall not, voluntarily or involuntarily, sell, transfer,
      publish, disclose, display or otherwise make available to others any
      portion of the Confidential Information without the express written
      consent of the other party. Each party shall use its best efforts to
      protect the Confidential Information consistent with the manner in which
      it protects its most confidential business information; PROVIDED, HOWEVER,
      during the term of this Agreement and subsequent to the termination of
      this Agreement, neither party shall be liable for unauthorized disclosure
      which occurs regardless of such precautions.

            9.2.3 "Confidential Information" shall mean the Licensed Property,
      (software) and information of each party that shall be subject to patent,
      copyright, trademark, trade name or service mark protection, or described
      as confidential by



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      each party, or not otherwise in the public domain and related to the
      business and operations of each party, including, without limitation, the
      information relating to earnings, volume of business, methods, systems,
      practices or plans of each party, and all similar information of any kind
      or nature whatsoever, which is known only to persons having a fiduciary or
      confidential relationship with the party that owns proprietary rights in
      or to such information.

      9.3 Software Innovations or Enhancements. Any software, inventions,
innovations or enhancements that arise or result directly or indirectly from
this Agreement which Licensee creates, shall be and remain the sole and
exclusive property of Licensee and its nominees. As used, software shall include
data, designs, algorithms, flow charts, source code, object code, and other
documentation arising out of the services performed by Licensee and shall not
include any Modifications.

10. Disclosure and Inspection.

      10.1 Disclosure. When required by law or in its proposals to prospective
or existing clients, Licensee or Sublicensee may disclose any or all part of the
Criteria subject to the following conditions. Each copy including any or all
part of the Criteria which is disseminated must clearly display Licensor's
copyright notice and include a legend stating the following:

      Copyright(c) 1992, 1991(2), 1989(2), 1987, 1986, 1985, 1984, 1983, 1979,
      1978 by InterQual(R), Incorporated . All rights reserved. Copied by
      permission of InterQual solely for use by [Licensee or Sublicensee] [for
      compliance with state law] [for promotional or marketing purpose]. No
      portion of this document may be further copied or incorporated into other
      media without InterQual's explicit written permission.

      10.2 Inspection of Licensed Property' To permit InterQual to monitor
compliance by Licensee with the terms of this Agreement, upon reasonable request
by InterQual, Licensee shall furnish InterQual with a reasonable number of
representative materials and documents, pertaining to the use of the Licensed
Property from time to time.

11. Indemnification.

      11.1 Acknowledgement. Licensee acknowledges and Licensee's Sublicensees
shall acknowledge that the Criteria are based upon clinical interpretation and
analyses (collectively "Analyses") and that the Analyses are secondary sources
which alone cannot resolve medical ambiguities of particular situations or
provide the sole basis for definitive decisions. As such, Licensee's
Sublicensees shall use the Criteria solely as guidelines for payment decisions
of payors with respect to Medical Appropriateness of health care services. The
Criteria shall not be used by Licensee's Sublicensees for clinical
determinations to govern the level of medical care received by a patient or in
any manner interfere with the provider-patient relationship.



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11.2 Indemnity by Licensee.

            11.2.1 Licensee and each sublicensee shall indemnify, defend and
      hold harmless InterQual, its officers, directors, employees and agents
      from and against any and all claims, suits, losses, demands, damages or
      expenses including reasonable attorneys' fees ("Liability") arising out of
      any claim or action relating to decisions based upon the Criteria by
      Licensee or Sublicensees. Licensee shall include this indemnity in favor
      of InterQual in each sublicense of the Licensed Property to each
      sublicensee.

            11.2.2 Licensee shall indemnify, defend and hold harmless InterQual,
      its officers, directors, employees and agents from Liability arising from
      any breach by Licensee of its obligations hereunder or arising out of or
      relating to its Sublicense of the Licensed Property or with respect to the
      Maxsys.

  11.3   Indemnity by InterQual.

            11.3.1 InterQual shall indemnify, defend and hold harmless Licensee,
      its officers, directors, employees and agents from and against Liability
      arising from any breach by InterQual of its express obligations hereunder.
      InterQual assumes no Liability to Sublicensee or to any third party with
      respect to the Licensed Property or other products sold or the services
      rendered by Sublicensee under or in connection with the Licensed Property.

            11.3.2 THE CRITERIA ARE PROVIDED "AS IS". INTERQUAL DISCLAIMS ANY
      OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING AS TO MERCHANTABILITY AND
      FITNESS FOR A PARTICULAR PURPOSE OR SERVICE OF THE CRITERIA, OR THE
      COMPATIBILITY OF OUTPUT USING THE CRITERIA WITH ANY LAW, REGULATION OR
      ORDER. IN NO EVENT SHALL INTERQUAL, ITS SUBCONTRACTORS OR AGENTS BE LIABLE
      FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES IN CONNECTION
      WITH OR ARISING OUT OF THIS AGREEMENT OR THE FURNISHING OF THE CRITERIA OR
      PERFORMANCE OF SERVICES PROVIDED FOR HEREIN, EVEN IF ANY OF THEM HAVE BEEN
      ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

            11.3.3 The disclaimer provided in Section 11.3.2 shall be
      acknowledged by each sublicensee and included in each sublicense of the
      Licensed Property.

            11.3.4 InterQual shall defend at its own cost and expense any claim
      or action against Licensee and its Sublicensees, for infringement of any
      patent, copyright or similar property right (including, but not limited
      to, misappropriation of trade secrets) based on any Criteria furnished
      hereunder by InterQual. InterQual shall have the sole right to conduct the
      defense of any such claim or action and all negotiations for its
      settlement or compromise, unless otherwise mutually agreed upon and
      expressed in writing signed by the parties hereto.



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              In addition, InterQual shall indemnify and hold Licensee, its
      Sublicensees, their directors, officers, employees and agents, harmless
      from and against Liability associated with any such claim or action of
      patent or copyright infringement.

              If a judgment has been rendered by a court of law that such
      infringement claim or action has occurred, or in InterQual's judgment, is
      likely to occur, Licensee shall allow InterQual, at InterQual's option and
      expense, to either: (a) procure for Licensee the right to continue using
      said materials; (b) modify such materials to become non-infringing
      (provided that such modification does not adversely affect the intended
      use of the materials as contemplated hereunder); (c) replace said
      materials with an equally suitable, compatible and functionally equivalent
      non-infringing materials at no additional charge to Licensee; or (d) if
      none of the foregoing alternatives is reasonably available to InterQual,
      upon written request, Licensee shall return the materials in question to
      InterQual and InterQual shall refund the then unearned portion of the
      License Fee (including all marketing fees as set forth in Section 7
      hereof) paid by Licensee in respect of such materials and accept return of
      such materials.

12. Termination of Agreement.

      12.1 Term. The term of this Agreement shall be for one (1) year commencing
on September 1, 1992 and terminating August 31, 1993. Thereafter, this Agreement
shall automatically renew for periods of one (1) year unless either party shall
give the other party ninety (90) days written notice of termination prior to the
end of the initial term or any renewal term.

      12.2 Termination for Breach. Either party may terminate this Agreement for
cause upon breach of this Agreement by the other party not remedied within
thirty (30) days after the receipt by such other party of notice thereof from
the terminating party.

      12.3 Liability. The surrender, cancellation or termination of this License
shall not effect the liability of any party for obligations accruing prior to
termination.

13. Remedies.

      13.1 Injunctive Relief. Remedies at law may be inadequate and the parties
shall be entitled to equitable relief, including without limitation, injunctive
relief, specific performance or other equitable remedies in addition to all
other remedies provided hereunder or available to the parties at law or equity.

      13.2 Remedies Cumulative. No remedy made available by any of the
provisions of this Agreement is intended to be exclusive of any other remedy,
and each and every remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity or
by statute or otherwise.

      13.3 Limitation of Remedies. Anything elsewhere contained in this
Agreement



                                       12
<PAGE>   14
to the contrary notwithstanding, the sole remedy of Licensee for any material
breach or act or omission of InterQual, other than the remedy provided in
Section 11.3.4, shall be a refund of all of the consideration paid by Licensee
to InterQual pursuant to this Agreement.

      13.4 Costs. If any legal action or other proceeding is brought by any
party to this Agreement for the enforcement of this Agreement, or because of an
alleged dispute, breach, default or misrepresentation in connection with any of
the provisions of this Agreement, the prevailing party shall be entitled to
recover reasonable attorneys' fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it may be entitled.

14. Miscellaneous Provisions.

      14.1 Notices. All notices shall be in writing personally delivered or sent
by fax or mailed by certified mail, return receipt requested, effective on
delivery, addressed to the parties at the address specified below:

      InterQual, Incorporated        Landacorp:
      c/o Charles M. Jacobs,         c/o Michael Faubert
      President                      Chief Executive Officer
      293 Boston Post Road West             1370 Ridgewood Drive
      Suite 180                      Suite 7
      Marlborough, MA 01752          Chico, Calif. 95926


      14.2 Independent Contractors. Each party, its officers, agents and
employees are at all times independent contractors to the other party. Nothing
in this Agreement shall be construed to make or render either party or any of
its officers, agents, or employees of agent, servant, or employee of, or joint
venturer of or with, the other.

      14.3 Entire Agreement. This Agreement represents the entire agreement and
understanding of the parties hereto with respect to the subject matter hereof,
and all prior and concurrent agreements, understandings, representations and
warranties with respect to such subject matter, whether written or oral, are and
have been merged herein and superseded hereby. This Agreement may be amended in
writing, and any such amendment shall not be effective against a party to this
Agreement that shall not have signed such amendment.

      14.4 Compliance with Terms. Failure to insist upon strict compliance with
any of the terms herein (by way of waiver or breach) by any party hereto shall
not be deemed to be a continuous waiver in the event of any future breach or
waiver of any condition hereunder.

      14.5 Rights of Parties. Nothing in this Agreement, whether express or
implied, is intended to confer any rights or remedies under or by reason of this
Agreement on any



                                       13
<PAGE>   15
persons other than the parties to this Agreement and to their respective
successors and assigns.

      14.6 Benefits. This Agreement shall be binding upon, and shall inure to
the benefit of, the parties hereto and their respective successors and, to the
extent permitted herein, assigns.

      14.7 Severability. If any portions of this Agreement shall, for any
reason, be invalid or unenforceable, such portions shall be ineffective only to
the extent of such invalidity or unenforceability, and the remaining portion or
portions shall nevertheless be valid, enforceable and of full force and effect.

      14.8 Conflict of Laws. This Agreement shall be governed by the laws of the
Commonwealth of Massachusetts without giving effect to its conflicts of law
provisions.


      14.9 Exhibits. The Exhibits referenced herein are made a part of this
Agreement, and the parties to this Agreement represent and warrant that they are
true and correct in all material respects as of the date appearing thereon.

      14.10 Assignment. Except as otherwise specifically provided herein, this
Agreement may not be assigned without the express written consent of the parties
hereto.

      IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date first above written.

LANDACORP

By: /s/ F. MICHAEL FAUBERT             Date: September 8, 1992
    ------------------------------           -----------------------------------

Title: President & CEO
       ---------------------------


INTERQUAL INCORPORATED

By: /s/ [Signature Illegible]          Date: 9/18/92
    -------------------------------          -----------------------------------

Title: Executive Vice President
       ----------------------------



                                       14
<PAGE>   16
                                   Exhibit 2.1

                    TRADEMARKS AND SERVICE MARKS OF INTERQUAL

1.    InterQual

2.    SI/IS

3.    ISD

4.    ISD-A

5.    SIM

6.    SIM II

7.    SIM III

8.    SIM IV

9.    SIM V

10.   SIM-A

11.   IQ/ACS

12.   IPM-A

13.   BBP-A

14.   NIPM-A

15.  Any additional trademarks and service marks as may be added from time to
     time. InterQual shall provide delineation of any added marks in writing,
     return receipt requested.



                                       15
<PAGE>   17

                                   EXHIBIT 2.2

                                    CRITERIA

The Criteria are contained, without limitation, in the following copyrighted
works:

1     Itensification Criteria for Concurrent Utilization Review (SI/IS) (August,
      1978)

2     A Guide to Systematic Utilization Monitoring: Cyclic Review ISD Screening
      Criteria (December, 1979)

3     ISD Review System (December, 1980; January, 1982; June, 1988; October,
      1983)

4     The ISD Review System (December, 1983)

5     The ISD-A Review Systems (January, 1984; March, 1984; August, 1984)

6     ISD-A Review System (February, 1985)

7     ISD-A Supplement (February, 1985)

8     ISD-A Review System with Adult Criteria (January, 1986)

9     ISD-A Review System with Pediatric Criteria (January, 1986)

10    The ISD-A Review System with Adult Criteria (May, 1987)

11    The ISD-A Review System with Pediatric Criteria (May, 1987)

12    The ISD-A Quick Reference with Adult Criteria (June, 1987)

13    The ISD-A Quick Reference with Pediatric Criteria (June, 1987)

14    The ISD-A Review System with Adult Criteria (January, 1989)

15    The ISD-A Review System with Adult Criteria (December, 1989)

16    The ISD-A Quick Reference with Adult Criteria (December, 1989)

17    The ISD-A Quick Reference with Pediatric Criteria (February, 1990)

18    The ISD-A Review System with Pediatric Criteria (March, 1990)



                                       16
<PAGE>   18
19    The ISD-A Review System with Adult ISD Criteria (March, 1991)

20    The ISD-A Review System with Adult ISD Criteria (January, 1992)

21    SIM-Surgical Indications Monitoring Guidelines, Forms and Sample Criteria
      (July, 1981)

22    SIM - Surgical Indications Monitoring: Volume II (July, 1983)

23    SIM II, Surgical Indications Monitoring Second Edition (October, 1987)

24    SIM III, Surgical Indications Monitoring with Pediatric Criteria (1st ed)
      (October, 1987)

25    SIM IV: Surgical Indications Monitoring (Adult Edition) (March, 1990)

26    SIM IV Surgical Indications Monitoring, Pediatric Edition (August, 1990)

27    SIM-A, Surgical Indications Monitoring for Appropriateness (Adult Edition)
      (May 1991)

28    SIM V: Surgical Indications Monitoring (Adult Version) (1991)

29    The ISD-A Review System with Adult ISD Criteria (1991)

30    The ISD-A Review System with Adult ISD Criteria (1992)

31    Any added copyrighted materials which shall from time to time be developed
      by InterQual. Written notification of added copyrighted materials shall be
      provided by InterQual in writing, return receipt requested.




                                       17
<PAGE>   19

                                   EXHIBIT 2.4

                                     MAXSYS

Maxsys into which Criteria will be incorporated is a comprehensive information
system supporting, for example, quality assurance, infection control, risk
management, utilization review, medical staff recredentialing designed to
operate in the DOS operating system.



                                       18
<PAGE>   20
                                  EXHIBIT 2.6
                            LIST OF EXISTING CLIENTS




                                       19
<PAGE>   21

                                   EXHIBIT 6

                                 Consideration


Licensee will pay to InterQual, on an annual basis, the applicable prices for
each sublicensee's ability to use the criteria as set forth in the attached
pricing sheet, labeled Exhibit A and incorporated herein. InterQual reserves the
right, at its sole discretion, to increase the license fee set forth on
Attachment A, on an annual basis, by an amount proportional to any increase
reflected in InterQual's current published list prices for the Criteria by
providing Licensee with sixty (60) days written notice of such increase.



                                       20
<PAGE>   22

                                    EXHIBIT A

                        ANNUAL HOSPITAL LICENSE FEES FOR
                INCORPORATING INTERQUAL(R) SYSTEMS/CRITERIA INTO
                     COMPUTERIZED OR OTHER DERIVATIVE WORKS

                            NUMBER OF LICENSED BEDS


SYSTEM PRICE,      <100   100-199    200-299   300-399    400+
INCLUDING:

ISD-A(TM)
SIM-A(TM)
IPM-A(TM)
NIPM-A(TM) (not currently available for distribution)
BBP-A(TM) (not currently available for distribution)
DRUGS
RAQ(TM)

================================================================================

<TABLE>
<S>                <C>      <C>       <C>      <C>     <C>
Total Price:       2000     3000      4000     4500    5000
</TABLE>

NOTES:

1.    A la carte discount: Subtract 10% for each criteria set not ordered.

2.    Prices include all updates and maintenance.



                                       21