<PAGE>   1
                                                                   EXHIBIT 10.15


                             DISTRIBUTION AGREEMENT
                                       FOR
               INTERQUAL(R) MEDICAL APPROPRIATENESS REVIEW SYSTEMS


DISTRIBUTION AGREEMENT ("Agreement") by and between InterQual, Inc. a Delaware
corporation headquartered in Marlboro, MA ("InterQual" or "Licensor") and the
entity named as "Distributor" below (also "VAR" herein).

WHEREAS, InterQual owns certain proprietary Medical Appropriateness Review
Systems and related software media and other materials ("Criteria') and VAR owns
certain proprietary applications software ("VAR Software"), both of which are
marketed to and used in the healthcare industry, and;

WHEREAS, the parties desire to embody the Criteria into a module of the VAR
Software to create one or more systems ("Product(s)") for enhancing Criteria
functionality and Software marketability and for distributing Criteria Licenses
for use of the Criteria with the VAR Software;

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions
hereof and for other good and valuable consideration, whose receipt and adequacy
is hereby acknowledged, the parties agree as follows:

1. INCORPORATION. The foregoing recitals are hereby incorporated into and made a
part of this Agreement.

2. REPRESENTATIONS. VAR represents that the description of its business, VAR
Software into which the Criteria will be embodied and customer base shown in
Exhibit 1 is accurate and complete and that it has the technical capability to
embody the Criteria into the VAR Software as shown in Exhibit 1; and InterQual
represents that it is the owner of the proprietary Criteria shown in Exhibit 1;
and each party represents that to the best of its knowledge it does not violate
any confidentiality obligation to, or proprietary right in, or other protected
interest of a third party by entering into this Agreement.

3. LICENSE. Subject to the terms and conditions of this Agreement and of its
Exhibits 1 and 2 and the Attachments thereto, InterQual hereby grants to VAR the
non-exclusive right (a) to embody the Criteria into the Software; (b) to
distribute Criteria Licenses to VAR Software licensees (upon InterQual's
execution of such Criteria Licenses, "Product Licensees") for use of the
Criteria in the Product; and (c) to use InterQual's trademarks shown in Exhibit
2 hereto ("Marks") in connection therewith.

4. TERM. The Agreement term will be three years from the Effective Date shown in
Exhibit 1 ("Initial Term") and will automatically renew for additional,
sequential two year terms (each a "Renewal Term") unless either part), gives
notice to the other of non-renewal at least 12 months prior to the expiration of
the Initial or any Renewal Term, or this Agreement is otherwise terminated.

5. CONSIDERATION. The license fees for use of the Criteria and other
consideration under this Agreement will be as shown in Exhibit 2 and Attachment
A thereto.

BY SIGNING BELOW, VAR ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS
AGREEMENT AND ITS RELATED EXHIBITS 1 AND 2 AND ALL ATTACHMENTS THERETO AND THAT
THEY CONSTITUTE THE COMPLETE AND EXCLUSIVE AGREEMENT BETWEEN THE PARTIES AND VAR
AGREES TO BE BOUND BY THEIR TERMS.

           LICENSOR:                            DISTRIBUTOR:
INTERQUAL, INC.                        LANDA MANAGEMENT SYSTEMS CORPORATION:

Signature: /s/ ALAN D. MELLO           Signature: /s/ STEVE KAY
          ----------------------                   -----------------------------
Name: Alan D. Mello                    Name: Steve Kay
     ---------------------------            ------------------------------------
Title: V.P. Marketing and Sales        Title: Chief Operating Officer
      --------------------------             -----------------------------------
Date: 12/8/95                          Date:  1/8/96
     ---------------------------            ------------------------------------


                                  Page 1 of 1

<PAGE>   2
DISTRIBUTION AGREEMENT FOR INTERQUAL(R) MEDICAL APPROPRIATENESS REVIEW SYSTEMS



                 EXHIBIT 1: PREFERENTIAL CROSS-MARKETING PROGRAM


Intending to be bound, the parties agree that this Exhibit 1, Preferential
Cross-Marketing Program, is an integral part of the Distribution Agreement by
and between InterQual, Inc. ("InterQual" or "Licensor") and Landa Management
Systems Corporation ("VAR" or "Distributor").

1.  PARTIES.  The parties to this Distribution Agreement are:

    1.1 LICENSOR:

    InterQual, Inc.
    Corporate Office/Technical Services/Notice Address
      293 Boston Post Road West
      Marlborough, MA 01752
      Telephone: (508) 481-1181
      Facsimile: (508) 481-2393
    Training and Consulting/Customer Services
      44 Lafayette Road
      P.O. Box 988
      North Hampton, NH 03862
      Telephone: (603) 964-7255
      Facsimile: (603) 964-7105

    CONTACTS:
      CEO:  Charles M. Jacobs (MA)
      President: Joanne Lamprey (NH)
      Marketing/Sales:  Alan Mello/Eric Kapust (MA)
      Technical: Jeff Katzif/David Baird (MA)
      Training:  Charlotte Corcoran (NH)
      Consulting: Charlotte Corcoran (NH)
      Customer Support: Carolyn Vinica (NH)



                         EXHIBIT 1: InterQual and Landa
                                  Page 1 of 4
<PAGE>   3
DISTRIBUTION AGREEMENT FOR INTERQUAL(R) MEDICAL APPROPRIATENESS REVIEW SYSTEMS


    1.2 DISTRIBUTOR:

    CORPORATE OFFICE:

      Landa Management Systems Corporation
      1370 Ridgewood Plaza, Suite 7
      Chico, CA 95926
      Phone: (916) 891-0853
      Fax:  (916) 891-8428


    CONTACTS:
      CEO: Bryan Lang
      COO: Steve Kay
      Marketing/Sales: David Wellons
      Technical: Randy Smith
      Training: Laura Sutherland
      Consulting: Laura Sutherland
      Customer Support: Laura Sutherland



2. LICENSED CRITERIA:

ISD-AC(TM) (Adult)..............Intensity/ Severity Discharge Criteria for
                                Acute Care
ISD-AC(TM) (Pediatric)..........Intensity/Severity/Discharge Criteria for Acute
                                Care

ISP(TM).........................Indications for Surgery and Procedures
ISX(TM).........................Indications for Imaging Studies and X-rays
IPR(TM).........................Indications to Physicians' Referral for
                                Specialists' Care
ISD-HC(TM)......................Intensity/Severity/Discharge Criteria for Home
                                Care
ISD-SAC(TM).....................Intensity/Severity/Discharge Criteria for
                                Subacute Care
ISD-RHB(TM).....................Intensity/Severity/Discharge Criteria for
                                Rehabilitation
ISD-LTC(TM).....................Intensity/Severity/Discharge Criteria for Long
                                Term Care

SIM(TM) (Adult).................Surgical Indications Monitoring (Adult)
SIM(TM) (Pediatric).............Surgical Indications Monitoring (Pediatric)
IPM(TM).........................Invasive Procedure Monitoring

AutoBook(TM) Software Automated Criteria Software (Site License)


                         EXHIBIT 1: InterQual and Landa


                                  Page 2 of 4


<PAGE>   4
DISTRIBUTION AGREEMENT FOR INTERQUAL(R) MEDICAL APPROPRIATENESS REVIEW SYSTEMS


3.  Distributor's Software (VAR Software):

    3.1 MAXSYS II:

    Maxsys II is a suite of software produced and marketed exclusively by Landa
    Management Systems Corporation, (Landcorp). It is intended for use within
    healthcare organizations. In particular, it is appropriate for Acute,
    Subacute, Community Long Term Care, PHO, HMO and physician practices.

    Maxsys II maintains a Clinical and Financial Resource Management Repository
    for operational and decision support use; is fully client-server open
    architecture; is database independent and can run on the client side with
    Windows 3.x, Windows NT, Windows 95 operating systems and on the server side
    with Novel NetWare and a wide variety of UNIX operating systems.

    Maxsys II has been written in PowerBuilder(R), a fourth generation language
    ("4GL") with Graphical User Interface ("GUI"). The main modules of the core
    Maxsys II product are as follows:

              Quality Management
              Utilization Management
              Clinical Pathways
              Risk Management
              Medical Staff and Health Professional Management and Credentialing
              Corporate Data Aggregation and Comparative Reporting
              Automated InterQual(R) Criteria

  This above description is not intended to be exhaustive but covers the main
  areas of the Maxsys II core product. Other modules will be released over time
  and will also be considered to be part of the Maxsys II system. For the
  purposes of this description, all new modules to be described in future
  marketing material of Landa Management Systems Corporation will be deemed to
  be core Maxsys II software.

    3.2 IQ/MAX.

        3.2.1 IQ/Max is the Utilization Management Module of Maxsys II excluding
        it's critical pathways feature. As used in this Distribution Agreement,
        the term VAR Software includesIQ/Max.

        3.2.2 Landacorp hereby grants to InterQual a non-exclusive right to
        market IQ/Max as a Criteria delivery vehicle (a Product hereunder).
        InterQual will distribute IQ/Max licenses to potential product licensees
        and submit same to Landacorp for signature. Any customer executing an
        IQ/Max License and a Criteria License will be a Product Licensee
        hereunder.

    3.3 IQ/RSM. IQ/RSM is a VAR Software derivative with the embodied criteria
    that enables automated use of the Criteria. Landacorp will, at InterQual's
    request given by notice, license IQ/RSM (a) to Product Licensees in lieu of
    AutoBook as shown in Exhibit 2, section 9 of this Distribution Agreement;
    (b) to other InterQual criteria distributors (vendors of software
    applications systems wishing to create linkages to IQ/RSM), under terms,
    conditions and fees equivalent to those then offered to Product Licensees
    hereunder.


                         EXHIBIT 1: InterQual and Landa

                                   Page 3 of 4

<PAGE>   5
DISTRIBUTION AGREEMENT FOR INTERQUAL(R) MEDICAL APPROPRIATENESS REVIEW SYSTEMS


4. PRODUCTS AND PROGRAM: The Products of this Distribution Agreement and the
preferential cross-marketing program hereby established between the parties is
shown in the Draft Letter of Intent between InterQual ("IQ") and Landa
Management Systems Corporation ("LC") dated 12 July 1995, a copy of which is
shown in Attachment A hereto, and the same is hereby incorporated into and made
a part of this Distribution Agreement with the same force and effect as if set
forth herein. If there is any inconsistency between the terms and conditions of
the Draft Letter of Intent and this Distribution Agreement, including Exhibit 2
and any Attachments thereto, the Draft Letter of Intent (excepting Sections 4.3,
5.4, 6.3, and 6.4 thereof) will have precedence and will govern the relationship
between the par-ties and between them and Third Parties and with respect to the
excepted sections, the Distribution Agreement will have such precedence.

5. CUSTOMER TYPES AND MARKETS: There will be no restrictions concerning customer
types (e.g. hospitals; managed care organizations, including HMOs, PPOs, PHOs,
Physician Group Practices, CHINS, etc.). Subject to InterQual's ability to
obtain adequate protection for its intellectual property rights, there will be
no restrictions concerning geographic markets. VAR will give notice to InterQual
of any potential distribution outside the United States, its Territories and
Canada. No such distribution will be concluded until InterQual gives notice that
it has concluded satisfactory arrangements for protection of its intellectual
property in such other locations.

6. APPROVAL: VAR has previously submitted its current version of Maxsys 11 to
InterQual pursuant to Exhibit 2, Sections 3.1, 3.2 and 3.3. InterQual
acknowledges that same meets InterQual's Functional Requirements and that this
provision hereof constitutes its notice of approval thereof.


                         EXHIBIT 1: Interqual and Landa

                                  Page 4 of 4

<PAGE>   6

                            ATTACHMENT A TO EXHIBIT 1

             DRAFT LETTER OF INTENT BETWEEN INTERQUAL ("IQ") AND
                 LANDA MANAGEMENT SYSTEMS CORPORATION ("LC")

<PAGE>   7
             DRAFT LETTER OF INTENT BETWEEN INTERQUAL ("IQ") AND
                  LANDA MANAGEMENT SYSTEMS CORPORATION ("LC")
                                  12 JULY 1995


1.    Preamble.

1.1   LC develops and owns the MAXSYS II software system ("MAXSYS II").

1.2   IQ develops and owns certain medical review systems and criteria sets used
      for utilization review, case management, practice guidance and clinical
      pathways ("Criteria").

1.3   LC as an independent value-added reseller of IQ Criteria has developed a
      software module that automates the Criteria ("MAX/CMS") and can be used
      with Maxsys II.

1.4  IQ and LC intend to:

      -     establish a partnership to enhance licensing and revenue potential;

      -     package two separate versions of LC Software to better promote IQ
            Criteria, as stipulated in section two herein;

      -     establish a preferential cross-marketing program between the two
            firms.


2.    Products.

2.1   "IQMAX"

2.1.1 Bundles certain MAXSYS II modules and MAX/CMS including the Criteria into
      a standalone product for utilization management.

2.1.2 Enables the user to perform patient care review based upon the Criteria.

2.1.3 Contains the following features:

      a.    patient level data collection

      b.    data aggregation. analysis and reporting, including graphics.

2.2   "MAX/RSM" - Review Session Manager

2.2.1 Bundles very limited MAXSYS II functionality with MAX/CMS.

2.2.2 Contains the following features:

      a.    limited patient demographics data entry

      b.    Criteria reviews C. review results printing.

2.2.3 MAX/RSM" will not be capable of storing patient demographics nor review
      data.

3.    Ongoing Product Development.

3.1   IQ will continue to supply the Criteria and any applicable updates to LC,
      together with functional specifications of Criteria detailing how the
      Criteria are to be used by end users. LC agrees that it will take all
      reasonable steps to protect and prevent the Criteria from being used
      without authority by any third party.


                                                                     Page 1 of 4

<PAGE>   8
             DRAFT LETTER OF INTENT BETWEEN INTERQUAL ("IQ") AND
                  LANDA MANAGEMENT SYSTEMS CORPORATION ("LC")
                                  12 JULY 1995

3.2   LC will continue to perform the necessary software design, programming,
      and quality assurance for the MAX/CMS products.

3.3   IQ will review MAX/CMS products to certify conformance to the functional
      specifications stated in section 3.1

4.    Term of Agreement; Termination.

4.1   The initial term of this agreement is three years.

4.2   This agreement will automatically renew for two-year periods unless either
      party elects not to renew and provides the other party with 12 months
      prior notice.

4.3   This agreement may be terminated only for cause where applicable notice
      has been given, and, following a cure period, the cause remains
      uncorrected. This agreement may be terminated in the event of bankruptcy,
      receivership, or substantial reorganization of either party.


5.    Marketing & Licensing.

5.1   It is acknowledged to be in the mutual interest of both parties to sell
      licenses for the complete MAXSYS II and MAX/CMS product line in preference
      to IQMAX. It is understood that IQMAX will be offered for potential
      clients who do not currently want or need MAXSYS If capabilities, but who
      may want to upgrade in the future.

5.2   MAX/RMS is to be provided exclusively and on an interim basis to customers
      who have already licensed IQMAX or both MAXSYS II and MAX/CMS pending the
      completion of implementation of IQMAX or MAXSYS II, so as to pen-nit use
      of the Criteria at the earliest moment.

5.3   The parties agree to use their best efforts to engage in good faith joint
      Marketing and promotion of each party's products, without limiting either
      party's ability to market and promote the Criteria, MAXSYS II, IQMAX, and
      MAX/CMS on its own.

5.4   MAX/CMS, IQMAX, and MAX/RSM shall be licensed under uniform agreement
      containing a Criteria sublicense that is executed by LC as sublicensor and
      IQ as licensor. In any event, LC is the principal licensor of all software
      products.

5.5   MAX/IRSM shall be licensed for the then-applicable fees for Criteria
      license plus a certain premium (e.g.. 10% to 15%), with automatic
      substitution of the principal product upon initiation of principal product
      use.

5.6   IQ agrees to provide LC with reasonable sales assistance relative to IQMAX
      and MAX/CMS. LC agrees to provide IQ with reasonable sales assistance
      relative to IQMAX and MAX/CMS. IQ agrees to inform all IQMAX prospects of
      the greater benefits of MAXSYS II, and agrees to license IQMAX only if the
      prospective client has no current interest or use for these additional
      benefits. IQ and LC agree to regular exchange of sales lead and prospect
      information.


                                                                     Page 2 of 4
<PAGE>   9
             DRAFT LETTER OF INTENT BETWEEN INTERQUAL ("IQ") AND
                  LANDA MANAGEMENT SYSTEMS CORPORATION ("LC")
                                  12 JULY 1995


6.0   PRICING.

6.1   LC reserves the right to determine and set any and all applicable license
      fees for its software products.

6.2   IQ reserves the right to determine and set any and all applicable license
      fees for its Criteria products.

6.3   LC and IQ intend to determine and set mutually-acceptable license fees for
      MAX/CMS, IQMAX, and MAX/RSM.

6.4   IQ and LC agree to provide three months' advance notice prior to
      effectuating any changes in license fees.

7.    LEAD GENERATION AND SALES COMMISSIONS

7.1   The purpose of intercompany lead generation and sales commissions is to
      provide incentives for each party's marketing and sales forces to actively
      promote the interest of the other party.

7.2   A lead generation commission will be payable to the party who initiates a
      sales contact that results in the licensing of the products shown in
      section two herein. The definition of "sales initiation" and the
      deten-nination of any applicable commission amounts and structures shall
      be agreed by the LC and IQ sales & marketing departments.

7.3   A sales commission will be payable to the party where the other party
      provided "substantial" sales assistance. The definition of "substantial"
      and the determination of any applicable commission amounts and structures
      is to be agreed by the LC and IQ sales & marketing departments.


8.    LICENSE REVENUE. Except for commissions, each party receives its own
      license fees directly from the licensing of its products. LC will receive
      fees from software licenses, and IQ will receive fees from its Criteria
      licenses.


9.    CUSTOMER TRAINING AND SUPPORT. All substantive training and support with
      respect to the usage of the Criteria shall be the obligation of IQ. All
      substantive training and support with respect to the usage of software
      products shall be the obligation of LC. Unless mutually agreed at a later
      date between the parties, LC shall have the sole responsibility for the
      implementation of all software systems.


10.   LICENSE OF SOFTWARE FOR IQ USAGE.

      LC agrees to license at no cost to IQ one or more copies of IQMAX to be
      used solely for the purposes of sales presentations and assessment of
      conformance to Criteria standards. IQ agrees that it will take all
      reasonable steps to protect and prevent the software from being used
      without authority BY any third party.


                                                                     Page 3 of 4
<PAGE>   10
             DRAFT LETTER OF INTENT BETWEEN INTERQUAL ("IQ") AND
                  LANDA MANAGEMENT SYSTEMS CORPORATION ("LC")
                                  12 JULY 1995

11.   FUTURE PROJECTS. The patties agree to investigate the feasibility of the
      development of services, processes and products to augment revenues by
      enabling clients to make use of emerging technologies such as electronic
      data interchange (EDI).


12.   RELATIONSHIP. The relationship between the parties is one of good faith
      cooperation. No formal joint venture is contemplated nor may such be
      inferred. Neither party is an agent of the other. Neither party can commit
      the other except as specifically agreed.


13.   NON-EXCLUSIVE AGREEMENT. This agreement is not exclusive. LC may
      incorporate the criteria of other parties into its software, and IQ may
      arrange for others to incorporate its Criteria into the software of other
      parties. Nonetheless, this agreement shall be of a preferential nature.
      Each party acknowledges an intent to accord preferential treatment to the
      other in the belief that this arrangement is in each others best interest.

14.   EXECUTION. The parties acknowledge each to the other that this Letter of
      Intent is entered upon good faith with the express intent to induce each
      to expend valuable human and financial resources. It is the expectation of
      both parties that after prompt review and negotiation, the Intent will be
      embodied into a formal agreement binding IQ and LC into a cooperative
      venture.


FOR INTERQUAL:                         FOR LANDA MANAGEMENT SYSTEMS
                                       CORPORATION:

Charles M. Jacobs, CEO                 Stephen P. Kay, COO


Signature: /s/  CHARLES M. JACOBS      Signature: /s/ STEPHEN P. KAY
           -------------------------              ------------------------------
Date: 7/19/95                          Date: 13-JUL-95
      ------------------------------         -----------------------------------



                                                                     Page 4 of 4
<PAGE>   11
 DISTRIBUTION AGREEMENT FOR INTERQUAL(R) MEDICAL APPROPRIATENESS REVIEW SYSTEMS


                                    EXHIBIT 2

                          STANDARD TERMS AND CONDITIONS


1. BINDING EFFECT. Intending to be bound, the parties agree that these Standard
Terms and Conditions are an integral part of the Distribution Agreement for
InterQual Medical Appropriateness Review Systems ("Distribution Agreement") by
and between InterQual, Inc. ("InterQual" or "Licensor") and the entity
identified on the Agreement as "Distributor" (also as "VAR").

2. RELATIONSHIP. VAR's relationship with InterQual is solely that of a
distributor of InterQual Criteria Licenses (in form as shown in Attachment A
hereto or as amended by InterQual upon 45 days advance notice to VAR) to VAR's
existing customers and prospects who are potential licensees of the Product as
shown in Section 3.1 hereof. Neither party is an agent of or co-venturer with
the other; neither will represent to third parties that they have any other
relationship; and neither has any authority to commit or bind the other. Except
as expressly otherwise provided, each party will be solely responsible for its
own costs and expenses.

3. PRODUCT(S) AND APPROVAL.

      3.1 EMBODYING. VAR will embody the Criteria into the VAR Software by full
      integration into VAR's Software or by dynamic linkage (as this term is
      commonly understood in the software development industry) to InterQual's
      Software, or both, as shown in Exhibit 1, to create one or more "Products"

      3.2 REQUIREMENTS. The Product(s) will function in accordance with
      InterQual's Minimum Standards for Integrating InterQual Criteria into
      Third Party Software ("Functional Requirements") shown in Attachment B
      hereto, as the same may be amended by notice in connection with any
      "Update" (as this term is defined in the License Agreement).

      3.3 APPROVAL. VAR will deliver an archive copy of the latest version of
      the resulting Product(s) to InterQual for its review for conformance with
      the Functional Requirements and will not market the Product or distribute
      Licenses until InterQual has given to VAR notice of its approval, which
      will not be unreasonably withheld. If InterQual determines to withhold
      approval, its notice will provide reasons therefore and VAR will have the
      option of resubmitting to the same affect as shown above.

      3.4 PROPRIETARY NOTICES. VAR will prominently affix to and/or display with
      the Criteria InterQual's Copyright, Trademark and Proprietary Notices as
      follows and as the same may be amended by notice from InterQual in
      connection with any Update and/or new Product release.


                        Distribution Agreement Exhibit 2


                                  Page 1 of 7
<PAGE>   12
DISTRIBUTION AGREEMENT FOR INTERQUAL(R) MEDICAL APPROPRIATENESS REVIEW SYSTEMS


            3.4.1 Once on each copy of the Work as embodied, on the Product's
            title page or on introductory screen:

            a) Copyright Notice: Copyright, InterQual, Inc. 199_, 199_, etc. All
            rights reserved [293 Boston Post Road West, Marlborough, MA 01752].

            B) Trademarks and Registered Trademarks Notice: InterQual ISD and
            RAQ are registered trademarks, and ISP", ISX", IPR", IWC(TM),
            SIM(TM), IPM(TM), NIPM(TM), ILC(TM) ISD-AC(TM), ISD-HC(TM),
            ISD-SAC(TM), ISD-LTC(TM), and ISD_RHB(TM) are trademarks of
            InterQual, Inc.

            c) Proprietary Notice (to be used on each release permitted by
            InterQual): InterQual(R) Proprietary Notice:

            InterQual, Inc., the Owner/Licensor of this Medical Appropriateness
            Review System (Criteria/Work) has prepared this Work for the
            exclusive use of its Customers (Licensees under Distribution
            Agreements with vendors of Software Systems into which the Criteria
            are embedded). This Work contains confidential and trade secret
            information of InterQual and is provided to Licensees only under a
            time-limited license. All right, title and interest in this Work,
            including, without limitation, copyrights, trademarks, trade names,
            etc., belong solely to InterQual. Licensee has been authorized by
            InterQual to release portions of this work but only for the limited
            purposes set forth in InterQual's License Agreement with Licensee.
            (Recipient should consult with the Licensee regarding these
            limitations). InterQual shall not be responsible for any damages
            whatsoever, whether direct, indirect or consequential, regardless of
            the form of action, resulting from Recipient's use of, or reliance
            upon, the information contained in the Work. Further reproduction,
            adaptation, incorporation in to other media, and release of this
            Work by Recipient is strictly prohibited except on prior written
            permission of an officer of InterQual. InterQual periodically makes
            changes to the Work and Recipient should, in all cases, consult with
            InterQual at: 1-800-582-1738.


4. MARKETING AND DISTRIBUTION.

      4.1 MARKETING. VAR will use its best effort to promote and market the
      Product to customer types in locations shown in Section 5 of Exhibit 1.
      InterQual will provide to VAR reasonable marketing and promotional
      materials and marketing assistance relative to the Criteria and will refer
      to VAR prospects whose needs (in InterQual's judgment) are best met by the
      Product.

      4.2 SALES TRAINING & ASSISTANCE. Each party will make available its
      marketing and sales personnel for training by the other, at times and
      places to be mutually agreed upon at least once during each year of the
      Term. At VAR's request, InterQual will provide VAR with reasonable sales
      assistance by telephone and modem demonstration to prospective Product
      Licensees.


                        Distribution Agreement Exhibit 2


                                  Page 2 of 7
<PAGE>   13
 DISTRIBUTION AGREEMENT FOR INTERQUAL(R) MEDICAL APPROPRIATENESS REVIEW SYSTEMS


5. VAR's OBLIGATIONS.

      5.1 PRODUCT SUPPORT AND MAINTENANCE. VAR will undertake to provide timely
      and accurate technical support and VAR Software maintenance services to
      Product Licensees to assure that all Product components required for
      functionally efficient and effective medical appropriateness review
      perform in accordance with VAR's promotional materials and technical
      specifications and InterQual's Functional Requirements.

      5.2 UPDATES AND VAR SOFTWARE MODIFICATIONS

            5.2.1 UPDATE NOTICES. Promptly upon release of each Update,
            InterQual will provide same to VAR by notice ("Update Notice"). The
            Update Notice will designate each Update as "Regular" or "Urgent" as
            with or without "Material Changes." Material Changes means changes
            to the Criteria or associated review rules or other review system
            attributes that (in InterQual's judgment) require complementary VAR
            Software modifications for the Product to meet the Requirements.

            5.2.2 UPDATE DISTRIBUTION WITHOUT VAR SOFTWARE MODIFICATIONS. VAR
            will embody into the VAR Software each Regular Update without
            Material Changes and distribute same to Product Licensees at the
            time of VAR's next Product release, but not later than 120 days of
            the date of a regular Update Notice; and VAR will embody each Urgent
            Update into the VAR Software and distribute same to Product
            Licensees within 30 days of the date of an Urgent Update Notice.

            5.2.3 VAR SOFTWARE MODIFICATIONS. Whenever a VAR Software
            modification is required under this Agreement or is made at VAR's
            own initiative and the same is likely to substantially affect
            Product Licensees' use of the Criteria or any other benefit
            associated with use of the Product in connection with medical
            appropriateness review. VAR will deliver the Product with such
            modifications to InterQual for review and approval as shown in
            Section 3.3. If prompted by an Update Notice, it is the intention of
            the parties that such modifications will be completed and approved
            such that the Update can be distributed to Product Licensees not
            later than 120 days from the date of such Update Notice.

6. INTERQUAL OBLIGATIONS.

      6.1 TO CRITERIA LICENSEES. InterQual will faithfully discharge its
      Criteria License obligations, including without limitation, to maintain
      the clinical integrity and currency of the Criteria, to publish Updates,
      to make available to Licensees timely and informed training opportunities
      on proper application of its medical appropriateness review system(s), and
      to provide telephone customer service support.

      6.2 TO VAR. InterQual will provide reasonable written and telephone
      support to VAR for purposes of facilitating VAR's obligation to embody.

                        Distribution Agreement Exhibit 2


                                  Page 3 of 7
<PAGE>   14
 DISTRIBUTION AGREEMENT FOR INTERQUAL(R) MEDICAL APPROPRIATENESS REVIEW SYSTEMS


7. LICENSING FEES. Each party will from time-to-time by notice to the other
establish its own Product licensing fees hereunder, VAR with respect to the VAR
Software and InterQual with respect to the

Criteria.

8. LICENSING AND RELATED REVENUES

      8.1 LICENSING REVENUES. VAR has the sole right to VAR Software licensing
      fee revenues (except with respect to Section 8.4 revenues), and InterQual
      has the sole right to Criteria licensing fee revenues.

      8.2 SERVICE REVENUES. VAR has the sole right to all revenues from fees it
      charges a Product Licensee for VAR Software customization, installation
      services, technical support and related training services, and InterQual
      has the sole right to all revenues from fees it charges for Criteria use
      training, medical appropriateness review system implementation and like
      Criteria-related services.

      8.3 Sales COMMISSIONS. InterQual will, based upon its Initial Term
      Criteria License Fee revenues derived from License, (a) pay its then
      standard sales commissions to InterQual's marketing/sales personnel as an
      incentive to assist VAR's Product licensing and Criteria License
      distribution efforts, and (b) pay to VAR the following percentages of such
      revenues solely for VAR's use to pay sales commissions to VAR's
      marketing/sales personnel as an incentive to distribute Criteria Licenses:
      five (5%) percent of such Initial Term first year revenues and two (2%)
      percent of such Initial Term subsequent years revenues.

      8.4 OTHER REVENUES.

            8.4.1 ELECTRONIC DATA INTERCHANGE FEES. At any time when the Product
            includes capability by which data involving or derived from use of
            the Criteria are interchanged with any third party and in connection
            with which VAR receives any fees or payments of any kind whatsoever,
            or by standard industry practice could demand such fees or payments,
            VAR will not permit any such use of such data without InterQual's
            prior written approval, which may not be unreasonably withheld.

            8.4.2 OTHER REVENUE SOURCES. The parties acknowledge that it may be
            possible to develop valuable databases and information and analytic
            products and services based upon Product Licensees' medical
            appropriateness review experiences and agree that such revenue
            opportunities will be exploited jointly.

      8.5 ACCESS. Each party will have access, upon reasonable notice and during
      normal business hours, to inspect the premises and copy all records of the
      other party in connection with the others compliance with this
      Distribution Agreement and to verify the uses of its proprietary materials
      and the accuracy of all fees and payments due to the other and from
      Product Licensees. Each party WILL continue to have such access for a
      period of one year following the expiration or termination of this
      Distribution Agreement arid/or any Criteria License executed prior to such
      expiration or termination.


                        Distribution Agreement Exhibit 2


                                  Page 4 of 7
<PAGE>   15
 DISTRIBUTION AGREEMENT FOR INTERQUAL(R) MEDICAL APPROPRIATENESS REVIEW SYSTEMS


9. AUTOBOOK(TM) SOFTWARE. In connection with each Product license, VAR will, by
notice to InterQual, provide its best estimate of the time required by VAR to
complete Product installation and the date when VAR estimates the Licensee will
be able to use the Product for medical review. In the event such date is in
excess of 60 days from the Product License Agreement execution date, InterQual
and/or VAR will offer to such Licensee the use of InterQual's Autobook software
for conducting interim medical review InterQual may charge its customary fee for
Autobook licensing.

10. TITLE.

      10.1 OWNERSHIP OF VAR SOFTWARE. InterQual acknowledges VAR's claim to
      exclusive right, title and interest in and to the VAR Software, including
      without limitation, designs, algorithms, flow charts, source code, object
      code, user interface and other documentation. VAR will have the right to
      obtain and hold in its own name trademarks, copyrights, registrations or
      such other protection as may be appropriate to the subject matter, and any
      extensions or renewals thereof. InterQual will not represent that it has
      any ownership in the VAR Software and will provide VAR, and any person
      designated by VAR, any reasonable assistance, at VAR's expense, required
      to perfect VAR's rights defined in this Agreement. As used, the term VAR
      Software does not include InterQual's Proprietary Property as shown in
      section 10.2. InterQual will have no right under this Agreement to use the
      Product or the VAR Software for its own account without the express prior
      written permission of VAR.

      10.2 OWNERSHIP OF INTERQUAL'S PROPRIETARY PROPERTY. VAR acknowledges
      InterQual's claim to exclusive right, title and interest in and to the
      Criteria, the InterQual developed software, database and other media in
      which the Criteria may be expressed or operationalized, and all materials
      of any kind related thereto, including without limitation, Updates,
      Criteria modifications made by or for VAR or any Licensee, all derivative
      works, and the AUTOBOOK(TM) Software ("InterQual's Proprietary
      Property"). InterQual will have the right to obtain and hold in its own
      name trademarks, copyrights, registrations or such other protection as may
      be appropriate to the subject matter, and any extensions or renewals
      thereof VAR will 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. In connection with
      the distribution of License Agreements and all uses of the Product, VAR
      will not represent that it has any ownership in InterQual's Proprietary
      Property, and VAR acknowledges that all such uses and any modifications of
      InterQual's Proprietary Property by VAR or any Licensee will inure to the
      benefit of InterQual. VAR will have no right under this Agreement to use
      InterQual's Proprietary Property or the Product for its own account
      without the express prior written permission of InterQual.


                        Distribution Agreement Exhibit 2


                                  Page 5 of 7
<PAGE>   16
 DISTRIBUTION AGREEMENT FOR INTERQUAL(R) MEDICAL APPROPRIATENESS REVIEW SYSTEMS


11. CONFIDENTIALITY AND NONDISCLOSURE. VAR will observe the
confidentiality/nondisclosure provisions with respect to InterQual proprietary,
confidential and trade secret information shown in License Agreement Exhibit B
sections 2.5, 3 (introductory paragraph), 3.1 (b), (d) and (e), and 3.3. In
addition, each party (and the officers, director, employees, agent, successors
and assigns of each party) will, during the term of this Distribution Agreement
and following its termination with or without cause, whether voluntary or
involuntary, hold any and all proprietary and trade secret information of the
other party (information which is known only to persons having a fiduciary or
confidential relationship with such party) in strictest confidence, as a
fiduciary, and shall not sell, transfer, publish, disclose or otherwise make
same available to others except as expressly permitted by this Distribution
Agreement or, to the extent the same has come into the public domain without
breach, any License Agreement.

12. NON-EXCLUSIVITY. This Distribution Agreement is non-exclusive. InterQual may
conclude distribution agreements with other software system vendors and may
develop its own software systems provided only that it does not violate VAR's
ownership rights as defined herein. VAR may conclude distribution agreements
with vendors of other medical review Criteria except that VAR will make prudent
inquiry and investigation to assure that such others' criteria are not
modifications or derivative works of InterQual's Criteria and do not otherwise
violate InterQual's Proprietary Product and ownership rights as defined herein.

13. INDEMNIFICATION. Each party shall indemnify, defend and hold harmless the
other party, its officers, directors, employees and agents, from and against
liability arising from such party's breach of its express obligations
thereunder.

14. NON-RENEWAL AND TERMINATION.

      14.1 TERMINATION EVENTS. This Agreement may be terminated in whole or in
      part, upon the happening of one or more of the events and by the process
      shown in License Agreement Exhibit B Clause 8.

      14.2 EFFECT OF EXPIRATION OR TERMINATION.

            14.2.1 ON PARTIES. Upon expiration of this Distribution Agreement
            due to expiration or termination with or without cause, whether
            voluntary or involuntary, the License granted herein will be revoked
            with the same effect (except as shown in section 14.3 below) as
            shown in License Agreement Exhibit B Section 8. In addition, VAR
            will not adopt or use any materials derivative of the Criteria or
            similar to the Marks or any other criteria or mark which is likely
            to be similar to or confusing with the Criteria or Marks without
            InterQual's prior written consent, to the extent that the same would
            be in derogation of InterQual's legally protectable, proprietary
            intellectual property.

            14.2.2 ON LICENSEES. Any License Agreement executed prior to the
            expiration of this Agreement will, with respect to any Licensee so
            electing, remain in full force and effect in accordance with its
            terms, and VAR and InterQual will continue to FULFILL their
            obligations to each other and to such Licensees until the expiration
            by non-renewal or permitted termination thereof


                        Distribution Agreement Exhibit 2


                                  Page 6 of 7
<PAGE>   17
 DISTRIBUTION AGREEMENT FOR INTERQUAL(R) MEDICAL APPROPRIATENESS REVIEW SYSTEMS


            14.2.3 ON INTERQUAL InterQual will not adopt or use any software in
            violation of VAR's ownership rights in and to the VAR Software
            insofar as the same constitutes VAR's proprietary,
            legally-protectable intellectual property, but InterQual will not be
            contained from adopting or using industry standard software
            development tools and user interfaces, even if VAR has also used
            same in the VAR Software.








                        Distribution Agreement Exhibit 2


                                  Page 7 of 7
<PAGE>   18
               Draft LETTER OF Intent BETWEEN INTERQUAL ("IQ") AND
                   LANDA MANAGEMENT SYSTEMS CORPORATION("LC")
                                  12 JULY 1995


1.      PREAMBLE.

1.1     LC develops and owns the MAXSYS II software system ("MAXSYS II").

1.2     IQ develops and owns certain medical review systems and criteria sets
        used for utilization review, case management, practice guidance and
        clinical pathways ("Criteria").

1.3     LC as an independent value-added reseller of IQ Criteria has developed a
        software module that automates the Criteria (MAX/CMS) and can be used
        with MAXSYS II.

1.4     IQ and LC intend to:

        -       establish a partnership to enhance licensing and revenue
                potential;
        -       package two separate versions of LC Software to better promote
                IQ Criteria, as stipulated in section two herein;
        -       establish a preferential cross-marketing program between the two
                firms.

2.      PRODUCTS.

2.1     "IQMAX'

2.1.1   Bundles certain MAXSYS II modules and MAX/CMS including the Criteria
        into a standalone product for utilization management.

2.1.2   Enables the user to perform patient care review based upon the Criteria.

2.1.3   Contains the following features:

        a.      patient level data collection
        b.      data aggregation, analysis and reporting, including graphics.

2.2     "MAX/RSM" - Review Session Manager

2.2.1   Bundles very limited MAXSYS II functionality with MAX(CMS.

2.2.2   Contains the following features:

        a.      limited patient demographics data entry
        b.      Criteria reviews
        C.      review results printing.

2.2.3   MAX/RSM will not be capable of storing patient demographics nor review
        data.

3.      ONGOING PRODUCT DEVELOPMENT.

3.1     IQ will continue to supply the Criteria and any applicable updates to
        LC, together with functional specifications of Criteria detailing how
        the Criteria are to be used by end users. LC agrees that it will take
        all reasonable steps to protect and prevent the Criteria from being used
        without authority BY any third party.


                                                                     Page 1 of 4
<PAGE>   19
               DRAFT LETTER OF INTENT BETWEEN INTERQUAL ("IQ") AND
                   LANDA MANAGEMENT SYSTEMS CORPORATION ("LC")
                                  12 JULY 1995


3.2     LC will continue to perform the necessary software design, programming,
        and quality assurance for the MAX/CMS products.

3.3     IQ will review MAX/CMS products to certify conformance to the functional
        specifications stated in section 3.1

4.      Term OF AGREEMENT; TERMINATION.

4.1     The initial term of this agreement is three years.

4.2     This agreement will automatically renew for two-year periods unless
        either party elects not to renew and provides the other party with 12
        months prior notice.

4.3     This agreement may be terminated only for cause where applicable notice
        has been given, and, following a cure period, the cause remains
        uncorrected. This agreement may be terminated in the event of
        bankruptcy, receivership, or substantial reorganization of either party.

5.      MARKETING & LICENSING.

5.1     It is acknowledged to be in the mutual interest of both parties to sell
        licenses for the complete MAXSYS II and MAX/CMS product line in
        preference to IQMAX. It is understood that IQMAX WILL be offered for
        potential clients who do not currently want or need MAXSYS II
        capabilities, but who may want to upgrade in the future.

5.2     MW/RSM is to be provided exclusively and on an interim basis to
        customers who have already licensed IQMAX or both MAXSYS II and MAX/CMS
        pending the completion of implementation of IQMAX or MAXSYS II, so as to
        permit use of the Criteria at the earliest moment.

5.3     The parties agree to use their best efforts to engage in good faith
        joint marketing and promotion of each party's products, without limiting
        either party's ability to market and promote the Criteria, MAXSYS II,
        IQMAX, and MAX/CMS on its own.

5.4     MAX/CMS, IQMAX, and MAX/RSM shall be licensed under uniform agreement
        containing a Criteria sublicense that is executed by LC as sublicensor
        and 10 as licensor. In any event, LC is the principal licensor of all
        software products.

5.5     MAX/RSM shall be licensed for the then-applicable fees for Criteria
        license plus a certain premium (e.g., 10% to 15%), with automatic
        substitution of the principal product upon initiation of principal
        product use.

5.6     IQ agrees to provide LC with reasonable sales assistance relative to
        IQMAX and MAX/CMS. LC agrees to provide IQ with reasonable sales
        assistance relative to IQMAX and MAX/CMS. IQ agrees to inform all IQMAX
        prospects of the greater benefits of MAXSYS II, and agrees to license
        IQMAX only if the prospective client has no current interest or use for
        these additional benefits. IQ and LC agree to regular exchange of sales
        lead and prospect information.


                                                                     Page 2 of 4
<PAGE>   20
               DRAFT LETTER OF INTENT BETWEEN INTERQUAL ("IQ") AND
                   LANDA MANAGEMENT SYSTEMS CORPORATION("LC")
                                  12 JULY 1995


6.0     PRICING.

6.1     LC reserves the right to determine and set any and all applicable
        license fees for its software products.

6.2     IQ reserves the right to determine and set any and all applicable
        license fees for its Criteria products.

6.3     LC and IQ intend to determine and set mutually-acceptable license fees
        for Max/CMS, IQMax, and Max/RSM.

6.4     IQ and LC agree to provide three months' advance notice prior to
        effectuating any changes in license fees.


7.      LEAD GENERATION AND SALES COMMISSIONS

7.1     The purpose of intercompany lead generation and sales commissions is to
        provide incentives for each party's marketing and sales forces to
        actively promote the interest of the other party.

7.2     A lead generation commission will be payable to the party who initiates
        a sales contact that results in the licensing of the products shown in
        section two herein. The definition of "sales initiation" and the
        determination of any applicable commission amounts and structures shall
        be agreed by the LC and IQ sales & marketing departments.

7.3     A sales commission will be payable to the party where the other party
        provided "substantial" sales assistance. The definition of "substantial"
        and the determination of any applicable commission amounts and
        structures is to be agreed by the LC and IQ sales & marketing
        departments.

8.      LICENSE REVENUE. Except for commissions, each party receives its own
        license fees directly from the licensing of its products. LC will
        receive fees from software licenses, and IQ will receive fees from its
        Criteria licenses.

9.      CUSTOMER TRAINING AND SUPPORT. All substantive training and support with
        respect to the usage of the Criteria shall be the obligation of IQ. All
        substantive training and support with respect to the usage of software
        products shall be the obligation of LC. Unless mutually agreed at a
        later date between the parties, LC shall have the sole responsibility
        for the implementation of all software systems.

10.     LICENSE OF SOFTWARE FOR IQ USAGE.

        LC agrees to license at no cost to IQ one or more copies of IQMaxto be
        used solely for the purposes of sales presentations and assessment of
        conformance to Criteria standards. IQ agrees that it will take all
        reasonable steps to protect and prevent the software from being used
        without authority by any third party.


                                                                     Page 3 of 4
<PAGE>   21
               DRAFT LETTER OF Intent BETWEEN InterQual ("IQ") AND
                   LANDA MANAGEMENT SYSTEMS CORPORATION ("LC")
                                  12 JULY 1995


11.     FUTURE PROJECTS. The parties agree to investigate the feasibility of the
        development of services, processes and products to augment revenues BY
        enabling clients to make use of emerging technologies such as electronic
        data interchange (EDI).

12.     RELATIONSHIP. The relationship between the parties is one of good faith
        cooperation. No formal joint venture is contemplated nor may such be
        inferred. Neither party is an agent of the other. Neither party can
        commit the other except as specifically agreed.

13.     NON-EXCLUSIVE AGREEMENT. This agreement is not exclusive. LC may
        incorporate the criteria of other parties into its software, and IQ may
        arrange for others to incorporate its Criteria into the software of
        other parties. Nonetheless, this agreement shall be of a preferential
        nature. Each party acknowledges an intent to accord preferential
        treatment to the other in the belief that this arrangement is in each
        other's best interest.

14.     EXECUTION. The parties acknowledge each to the other that this Letter of
        Intent is entered upon good faith with the express intent to induce each
        to expend valuable human and financial resources. It is the expectation
        of both parties that after prompt review and negotiation, the Intent
        will be embodied into a formal agreement binding IQ and LC into a
        cooperative venture.


FOR INTERQUAL:                         FOR LANDA MANAGEMENT SYSTEMS
                                       CORPORATION:

Charles M. Jacobs, CEO                 Stephen P. Kay, COO


Signature: /s/ CHARLES M. JACOBS       Signature: /s/ STEPHEN P. KAY
          -------------------------              ----------------------------

Date: 7-19-95                          Date: 13-JUL-95
     ------------------------------         ---------------------------------


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