<PAGE>
                                                                  Exhibit 10.13





                                  AGREEMENT FOR

                          FINANCIAL MANAGEMENT SERVICES








<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
RECITALS                                                                                                       PAGE
--------                                                                                                       ----
<S>                                                                                                            <C>
 1.     Term                                                                                                      2

 2.     Description of Services                                                                                   3

 3.     Billing and Payment                                                                                       4

 4.     Administration                                                                                            4

 5.     Authority to Use County Space and Other Property                                                          4

 6.     Performance Standards                                                                                     5

 7.     Waiver                                                                                                    5

 8.     Notice of Delays                                                                                          5

 9.     Rules and Regulations                                                                                     5

10.     Nondiscrimination in Services                                                                             6

11.     Nondiscrimination Affirmative Action and
        Assurance of Compliance with Civil Rights                                                                 7

12.     Records and Audits                                                                                        9

13.     Reports                                                                                                  10

14.     Prohibition Against Assignment and Delegation                                                            11

15.     Licences, Permits, Registration, and Certificates                                                        12

16.     Unlawful Solicitation                                                                                    12

17.     Conflict of Interest                                                                                     13

18.     Restrictions on Lobbying                                                                                 13

19.     County Lobbyists                                                                                         14

20.     Entire Agreement                                                                                         14

21.     Alteration of Terms                                                                                      15

22.     Form of Business Organization                                                                            15

23.     Independent Contractor Status                                                                            16

24.     Indemnification and Insurance                                                                            17
</TABLE>


                                      -1-
<PAGE>
                                TABLE OF CONTENTS


<TABLE>
<S>                                                                                                            <C>
25.     Covenant Against Contingent Fees                                                                         20

26.     Authorization Warranty                                                                                   21

27.     Damage to County Facilities, Buildings or Grounds                                                        21

28.     County's Obligation for Future Fiscal Years                                                              22

29.     Compliance with Applicable Law                                                                           22

30.     Other Providers of Services                                                                              23

31.     Confidentiality                                                                                          23

32.     Endorsement                                                                                              24

33.     Rights in Data                                                                                           24

34.     Trade Secret                                                                                             24

35.     Copy Rights                                                                                              24

36.     Termination for Improper Consideration                                                                   25

37.     Termination for Insolvency                                                                               25

38.     Termination for Default                                                                                  26

39.     Termination for Convenience                                                                              30

40.     Contractor Cooperation upon Expiration or Termination                                                    30

41.     Disclosure of Information                                                                                30

42.     Validity                                                                                                 31

43.     County Audit Settlements                                                                                 31

44.     Federal Access to Records                                                                                31

45.     Subcontracting                                                                                           32

46.     Fair Labor Standards Act                                                                                 34

47.     Employment Eligibility Verification                                                                      34

48.     No Intent to Create Third-Party Beneficiary Contract                                                     35
</TABLE>


                                      -2-
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                            <C>
49.     Severability                                                                                             35

50.     Contractor Performance During Civil Unrest or Disaster                                                   35

51.     Most Favored Public Entity                                                                               36

52.     Interpretation of Agreement, Specification and Disputes                                                  36

53.     Consideration of GAIN Program Participants for Employment                                                37

54.     County's Quality Assurance Plan                                                                          37

55.     Contractor's Warranty of Adherence to County's Child
        Support Compliance Program                                                                               38

56.     Termination for Breach of Warranty to Maintain Compliance
        with County's Child Support Compliance Program                                                           39

57.     Contractor's Acknowledgment of County's Commitment to
        Child Support Enforcement                                                                                40

58.     Referral of Current and Former County Employees for
        Employment with Contractor                                                                               40

59.     Staffing Performance While Under the Influence                                                           41

60.     Governing Law, Jurisdiction, and Venue                                                                   41

61.     Resolicitation of Bids of Proposals                                                                      42

62.     Consideration of Hiring County Employees Targeted
        for Layoffs                                                                                              42

63.     Contractor's Exclusion from Participation in a
        Federally Funded Program                                                                                 43

64.     Notice                                                                                                   43
</TABLE>



                                      -3-
<PAGE>
                                                           Contract No. H 210553


                   AGREEMENT FOR FINANCIAL MANAGEMENT SERVICES

      This Agreement is made and entered into this 1st day of June, 1999,


      by and between            COUNTY OF LOS ANGELES (hereafter "County"),

      and                       Health Management Systems, Inc. (hereafter
                                "Contractor").

                                Business Address:

                                401 Park Avenue South
                                New York, New York, 10016

      WHEREAS, pursuant to California Health and Safety Code Sections 1441 and
1445, County has established and maintains a network, through its Department of
Health Services (hereafter "DHS"), of County hospitals, ambulatory care centers,
public health programs, support facilities, Public/Private Partnerships, Managed
Care facilities, and any other DHS program (hereafter collectively referred to
as "Facility", "Facilities", or the name of a specific facility or program to be
specified hereunder); and

      WHEREAS, Contractor possesses the competence, expertise, and personnel
required to provide the financial services as described herein; and

      WHEREAS, County finds it necessary to secure professional services in the
area of Financial Management Services consisting of Commercial Insurance Billing
Services (hereafter referred to as "CIBS"), Medi-Cal Billing and Follow-Up
Services (hereafter referred to as "MBFS"), Financial Management and Consulting
<PAGE>
Services (hereafter referred to as "FMCS"), and Secondary Third-Party Resource
Identification and Recovery Services (hereafter referred to as "STPRIR"); and

      WHEREAS, Contractor is a financial consulting firm and, by virtue of its
competence and expertise in the areas of CIBS, MBFS, FMCS, and STPRIR, is
qualified to perform the required services; and

      WHEREAS, in response to County's Request for Proposals for such services,
Contractor has submitted its proposal to County and desires to provide such
services;

      WHEREAS, the term "Director" as used hereunder shall refer to the Director
of the Department of Health Services and/or his authorized designee; and

      WHEREAS, the authority of County to enter into this Agreement is found in
Government Code Sections 26220 and 31000.

      NOW, THEREFORE, the parties hereto agree as follows:

      1.    TERM:

                  A. The term of this Agreement shall commence on July 1, 1999
            and shall continue in full force and effect through June 30, 2000.
            Thereafter, this Agreement shall be automatically renewed for a
            one-year period, for a maximum of three (3) additional years through
            June 30, 2003, without further action by the parties, unless any
            party provides notice to the other party of its intent to terminate
            this Agreement at least thirty (30) days prior to the beginning of
            each automatic renewal period.


                                       2
<PAGE>
            Notwithstanding the foregoing, this Agreement, and the particular
            services specified within the Agreement, may be canceled or
            terminated at any time by County or Contractor with or without cause
            upon the giving of thirty (30) days written notice, except that for
            FMCS referred to in the Exhibit A - STATEMENT OF WORK, Paragraph 5D,
            in which case such notice shall be at least ninety (90) days.

                  B. The term of this Agreement may be extended by Director
            beyond the stated expiration date on a month-to-month basis, for a
            period of time not to exceed six (6) months, upon the mutual
            agreement of the parties. Except as specifically noted, all
            provisions of the Agreement shall remain in effect for the duration
            of the extension. Compensation for work performed during the
            extension period shall be in accordance with Exhibit A - STATEMENT
            OF WORK, Paragraph 7 - PROVISION FOR PAYMENT, attached hereto and
            incorporated herein by reference. There shall be no adjustment to
            the contingency fee for any month of such extension.

      2. DESCRIPTION OF SERVICES: Contractor shall provide services to County,
as set forth in Exhibit A - STATEMENT OF WORK, attached hereto and incorporated
herein by reference, at Facilities in the manner and form as described in the
body of this Agreement and Exhibit A.



                                       3
<PAGE>
      3. BILLING AND PAYMENT: For all services hereunder, Contractor shall bill
County monthly, in arrears, in accordance with the fees set forth in Exhibit A -
STATEMENT OF WORK, Paragraph 7 - PROVISION FOR PAYMENT, in a format approved by
County. All billings shall clearly reflect and provide reasonable detail of the
services for which claim is made. County shall pay Contractor within sixty (60)
days following receipt of a complete and correct billing as provided in Exhibit
A - STATEMENT OF WORK, Paragraph 7 PROVISION FOR PAYMENT, or provide an itemized
statement of its objections to all or any portion of such bill, as determined by
County.

      4. ADMINISTRATION: The DHS Director of Finance, or his/her duly authorized
designee (hereafter collectively referred to as "Director"), shall have the
authority to administer this Agreement on behalf of County. Contractor shall
designate in writing a person who shall have the authority to administer this
Agreement on behalf of Contractor.

      5. AUTHORITY TO USE COUNTY SPACE AND OTHER PROPERTY: In order to perform
services hereunder and only for the performance of such services, County may
authorize the Contractor to use and occupy on a nonexclusive basis space in the
Facilities, as approved in writing by Director.

      If, at any time during the term of this Agreement, any space indicated
above is not utilized by Contractor for services

                                       4
<PAGE>
hereunder, then such space shall be vacated by Contractor and may thereafter be
used by County for any purpose.

      6. PERFORMANCE STANDARDS: It is mutually understood and agreed that if
Contractor fails to provide financial services and offer services in conformance
with contract requirements as specified in this Agreement body and in Exhibit A
- STATEMENT OF WORK, or if Contractor fails to comply with any written
directions made by or on behalf of the County regarding this Agreement, County
may terminate this Agreement in accordance with the provisions of Paragraph 38,
Termination for Default.

      7. WAIVER: No waiver of a breach of any provision of this Agreement by
County shall constitute a waiver of any other breach of such provision. Failure
of County to enforce at any time, or from time to time, any provision of this
Agreement shall not be construed as a waiver thereof. The remedies herein
reserved shall be cumulative and additional to any other remedies in law or
equity.

      8. NOTICE OF DELAYS: Except as otherwise provided herein, when either
party has knowledge that any actual or potential situation is delaying or
threatens to delay the timely performance of this Agreement, that party shall,
within five working days, give notice thereof, including all relevant
information with respect thereto, to the other party.

      9. RULES AND REGULATIONS: During the time that Contractor's employees are
at any Facility, such employees shall be subject to the rules and regulations of
that facility. It is the

                                       5
<PAGE>
responsibility of Contractor to acquaint its employees who are to provide
services hereunder with such rules and regulations. Contractor agrees to
permanently withdraw any of its employees from the provision of services under
this Agreement upon receipt of written notice from Director or his authorized
designee: (1) that such employee has violated such rules or regulations; or (2)
that such employee's actions, while on County premises, indicated that he may do
harm to County property, County patients, County employees or the public.

      10. NONDISCRIMINATION IN SERVICES: Contractor shall not discriminate in
the provision of services hereunder because of race, color, religion, national
origin, ancestry, sex, age, or physical or mental handicap, and, in this
respect, shall comply with all applicable requirements of Federal and State law.
For the purpose of this Paragraph 10, discrimination in the provision of
services may include, but is not limited to, the following: denying any person
any service or benefit or the availability of a facility; providing any service
or benefit to any person which is not equivalent or is not provided in an
equivalent manner or at an equivalent time to that provided to others;
subjecting any person to segregation or separate treatment in any manner related
to the receipt of any service; restricting any person in any way in the
enjoyment of any advantage or privilege enjoyed by others receiving any service
or benefit; and treating any person differently from others in determining
admission, enrollment quota, eligibility, membership, or any other requirements
or

                                       6
<PAGE>
conditions which persons must meet in order to be provided any service or
benefit. Contractor shall ensure that recipients of services under this
Agreement are provided services without regard to race, color, religion,
national origin, ancestry, sex, age, or physical or mental handicap.

      11. NONDISCRIMINATION, AFFIRMATIVE ACTION AND ASSURANCE OF COMPLIANCE WITH
CIVIL RIGHTS:

            A. Contractor certifies and agrees that all persons employed by it,
      its affiliates, subsidiaries, or holding companies are and will be treated
      equally by it without regard to, or because of race, color, religion,
      national origin, ancestry, sex, age, condition of physical handicap,
      marital status, or political affiliation, in compliance with all
      anti-discrimination laws and regulations of the United States of America
      and the State of California as they now exist or may hereafter be amended.

            B. Contractor shall take affirmative action to ensure that
      applicants are employed, and that employees are treated during employment,
      without regard to their race, color, religion, sex, ancestry, national
      origin, condition of physical handicap, marital status, or political
      affiliation. Such action shall include, but not be limited to, the
      following: employment, upgrading, demotion or transfer; recruitment or
      recruitment advertising; layoff or termination; rates of pay or other
      forms of compensation; and selection for training, including
      apprenticeship.



                                       7
<PAGE>
            C. Contractor hereby assures that it will comply with Subchapter VI
      of the Civil Rights Act of 1964, 42 USC Sections 2000e through 2000e(17),
      to the end that no person shall, on grounds of race, religion, color, sex,
      national origin, condition of physical handicap, marital status, or
      political affiliation, be excluded from participation in, be denied the
      benefits of, or be otherwise subjected to discrimination under this
      Agreement or under any project, program, or activity supported by this
      Agreement.

            D. Contractor shall deal with its subcontractors, bidders or vendors
      without regard to or because of race, color, religion, ancestry, national
      origin, sex, age, or condition of physical handicap, marital status or
      political affiliation as required by all applicable anti-discrimination
      laws and regulations of the United States of America and the State of
      California as they now exist or may hereafter be amended.

            E. Contractor shall allow authorized County representatives access
      to its employment records during regular business hours to verify
      compliance with these provisions when so requested by Director.

            F. If County finds that any of the above provisions have been
      violated, the same shall constitute a material breach of contract upon
      which County may determine to cancel, terminate, or suspend this
      Agreement. While County reserves the right to determine independently that
      the anti-discrimination

                                       8
<PAGE>
      provisions of this Agreement have been violated, in addition, a
      determination by the California Fair Employment Practices Commission or
      the Federal Equal Employment Opportunity Commission that Contractor has
      violated State or Federal anti-discrimination laws or regulations shall
      constitute a finding by County that Contractor has violated the
      anti-discrimination provisions of this Agreement.

            G. The parties agree that in the event Contractor violates the
      anti-discrimination provisions of this Agreement, County shall, at its
      option, be entitled to a sum of Five Hundred Dollars ($500) pursuant to
      California Civil Code Section 1671 as liquidated damages in lieu of
      canceling, terminating, or suspending this Agreement.

      12.   RECORDS AND AUDITS:

            A. Contractor shall maintain accurate and complete financial records
      of its activities and operations as they relate to its services under this
      Agreement in accordance with generally accepted accounting principles.
      Contractor shall also maintain accurate and complete employment and other
      records of all services provided hereunder. All such records shall be
      retained by Contractor for a minimum period of seven (7) years following
      the expiration or termination of this Agreement. During such seven (7)
      years, as well as during the term of this Agreement, all records
      pertaining to this Agreement, including, but not limited to, those
      described above or true and correct copies thereof, shall be retained by


                                       9
<PAGE>
      Contractor, or made available by Contractor, at a location in the County
      of Los Angeles and shall be made available within twenty working days of
      County's request during County's normal business hours to representatives
      of County for purposes of inspection or audit. In the event that such
      records are located outside the County of Los Angeles, then, at
      Contractor's option, such inspection or audit shall take place at an
      agreed place at such location and Contractor shall pay County for travel,
      per diem, and other costs related to such inspection or audit.

            B. In the event that an audit is conducted of Contractor
      specifically regarding this Agreement by any Federal or State auditor, or
      any auditor or accountant employed by Contractor or otherwise, Contractor
      shall file a copy of each such audit report with County's
      Auditor-Controller within thirty days of Contractor's receipt thereof,
      unless otherwise provided under this Agreement or applicable Federal or
      State law. County will make a reasonable effort to maintain the
      confidentiality of such audit report(s).

            C. Failure on the part of Contractor to comply with the provisions
      of this Paragraph shall constitute a material breach of this Agreement
      upon which County may terminate or suspend this Agreement.

      13. REPORTS: Contractor shall make reports as required by Director or his
designee concerning its activities and operations hereunder.



                                       10
<PAGE>
      14. PROHIBITION AGAINST ASSIGNMENT AND DELEGATION: Contractor shall not
assign its rights or delegate its duties under this Agreement, or both, whether
in whole or in part, without the prior written consent of County. Any assignment
or delegation which does not have such prior County consent shall be null and
void. For purposes of this Paragraph 14, such County consent shall require a
written amendment to this Agreement which is formally approved and executed by
the delegatee or assignee on any claim under this Agreement, in consequence of
any such County consent, shall reduce dollar for dollar any claims which
Contractor may have against County and shall be subject to set-off, recoupment,
or other reduction for any claims which County may have against Contractor,
whether under this Agreement or otherwise.

      Shareholders or partners, or both, of Contractor may sell, exchange,
assign, divest, or otherwise transfer any interest they may have therein.
However, in the event any such sale, exchange, assignment, divestment, or other
transfer is effected in such a way as to give majority control of Contractor to
any person(s), corporation, partnership, or legal entity other than the majority
controlling interest therein at the time of execution of this Agreement, then
prior written consent thereof by County's Board of Supervisors shall be
required. Any payments by County to Contractor on any claim under this Agreement
shall not waive or constitute such County consent. Consent to any such sale,
exchange, assignment, divestment, or other transfer shall be reduced only if
County, in its sole judgement, determines that the

                                       11
<PAGE>
transferee(s) is (are) lacking in experience, capability, or financial ability
to perform all Agreement services and other work. This in no way limits any
County right found elsewhere in this Agreement, including, but not limited to,
any right to terminate this Agreement.

      Contractor is hereby authorized to subcontract for the services of Data
Pacific, Inc.

      15. LICENSES, PERMITS, REGISTRATIONS, AND CERTIFICATES: Contractor shall
obtain and maintain in effect during the term of this Agreement as set forth in
Paragraph 1 above, all licenses, permits, registrations, and certificates
required by law which are applicable to its performance of this Agreement, and
shall ensure that all its officers, employees, and agents, who perform services
hereunder obtain and maintain in effect during the term of this Agreement, all
licenses, permits, registrations, and certificates required by law which are
applicable to their performance of services hereunder.

      16. UNLAWFUL SOLICITATION: Contractor shall inform all of its employees
who provide services hereunder of the provisions of Article 9 of Chapter 4 of
Division 3 (commencing with Section 6150) of the California Business and
Professions Code (i.e., State Bar Act provisions regarding unlawful solicitation
as a runner or capper for attorneys) and shall take positive and affirmative
steps in its performance hereunder to ensure that there is no violation of such
provisions by its employees. Contractor agrees



                                       12
<PAGE>
to utilize the attorney referral services of all those bar associations within
Los Angeles County that have such a service.

      17. CONFLICT OF INTEREST: No County employee whose position in County
enables such employee to influence the award or administration of this Agreement
or any competing agreement, and no spouse or economic dependent of such
employee, shall be employed in any capacity by Contractor or have any other
direct or indirect financial interest in this Agreement. No officer or employee
of Contractor who may financially benefit from the provision of services
hereunder shall in any way participate in County's approval, or ongoing
evaluation, of such services, or in any way attempt to unlawfully influence
County's approval or ongoing evaluation of such services.

      Contractor shall comply with all conflict of interest laws, ordinances and
regulations now in effect or hereafter to be enacted during the term of this
Agreement. Contractor warrants that it is not now aware of any facts which
create conflict of interest. If Contractor hereafter becomes aware of any facts
which might reasonably be expected to create a conflict of interest, it shall
immediately make full written disclosure of such facts to County. Full written
disclosure shall include, without limitation, identification of all persons
implicated and complete description of all relevant circumstances.

      18. RESTRICTIONS ON LOBBYING: If any federal monies are to be used to pay
for Contractor's services under this Agreement, Contractor shall comply with all
certification and disclosure

                                       13
<PAGE>
requirements prescribed by Section 319, Public Law 101-121 (31 United States
Code Section 1352) and any implementing regulations, and shall ensure that each
of its subcontractors receiving funds provided under this Agreement also fully
complies with all such certification and disclosure requirements.

      19. COUNTY LOBBYISTS: Contractor certifies that each County lobbyist as
defined in Los Angeles County Code Section 2.160.010, retained by Contractor,
shall fully comply with the County Lobbyist Ordinance, Los Angeles County Code
Chapter 2.160. Failure on the part of any County lobbyist retained by Contractor
to fully comply with the County Lobbyist Ordinance shall constitute a material
breach of this Agreement upon which County may immediately terminate or suspend
this Agreement.

      20. ENTIRE AGREEMENT: The body of this Agreement; Exhibit A and any
Attachments thereto; Contractor's proposal, which is incorporated herein by
reference but not attached, County's Request for Proposals ("RFP") for CIBS,
MBFS, FMCS, and Third-Party Resource Identification and Recovery Services
("TPRIR") for the Facilities dated January 1998, including; Addenda No. 1, dated
January 26, 1998, No. 2, dated February 20, 1998, No. 3, dated March 26, 1998,
and No. 4, dated April 2, 1998, and No. 5, dated April 10, 1998, to the RFP
which are hereby incorporated by reference but not attached, shall constitute
the complete and exclusive statement of understanding between the parties which
supersedes all previous agreements, written or oral, and all other
communications between the parties relating to the subject matter

                                       14
<PAGE>
of this Agreement. In the event of any conflict or inconsistency in the
definition or interpretation of any word, responsibility, service, or schedule,
between the body of this Agreement and the other above referenced documents, or
between such other documents, such conflict or inconsistency shall be resolved
by giving precedence first to the body of this Agreement and then to such other
documents according to the following priority:

            1.    Exhibit A.

            2.    County's Request for Proposals

            3.    Addendum No. 1, Addendum No. 2, Addendum No. 3,

                  Addendum No. 4., and Addendum No. 5

            4.    Contractor's Proposal

      21. ALTERATION OF TERMS: No addition to or alteration of the terms of the
body of this Agreement or the Exhibits attached hereto, whether by written or
verbal understanding of the parties, their officers, employees, or agents shall
be valid and effective unless made in the form of a written amendment which is
formally adopted and executed by the parties in the same manner as this
Agreement.

      22. FORM OF BUSINESS ORGANIZATION: Contractor shall prepare and submit to
DHS, Contracts and Grants Division, within ten (10) days following execution of
this Agreement an affidavit, sworn to and executed by Contractor's duly
constituted officers, containing the following information:

            A. The form of Contractor's business organization, i.e.,
      proprietorship, partnership, or corporation.



                                       15
<PAGE>
            B. A detailed statement indicating whether Contractor is totally or
      substantially owned by another business organization.

            C. A detailed statement indicating whether Contractor totally or
      partially owns any other business organization that will be providing
      services, supplies, materials or equipment to Contractor or in any manner
      does business with Contractor under this Agreement. If during the term of
      this Agreement, the form of Contractor's business organization changes, or
      the ownership of Contractor changes, or Contractor's ownership of other
      businesses dealing with Contractor under this Agreement changes,
      Contractor shall promptly notify Director in writing detailing such
      changes.

      23.   INDEPENDENT CONTRACTOR STATUS:

            A. This Agreement is by and between County and Contractor and is not
      intended, and shall not be construed, to create the relationship of agent,
      servant, employee, partnership, joint venture, or association, as between
      County and Contractor. The employees and agents of one party shall not be,
      or be construed to be, the employees or agents of the other party for any
      purpose whatsoever.

            B. Contractor shall be solely liable and responsible for providing
      to, or on behalf of, its employees all legally required employee benefits.
      County shall have no liability or responsibility for the payment of any
      salaries, wages or

                                       16
<PAGE>
        other compensation or benefits to any personnel provided by Contractor.

                C. Contractor understands and agrees that all persons furnishing
        services to County pursuant to this Agreement are, for purposes of
        workers' compensation liability, the sole employees of Contractor and
        not employees of County. Contractor shall bear the sole liability and
        responsibility for any and all workers' compensation benefits to any
        person as a result of injuries arising from or connected with services
        performed by or on behalf of Contractor pursuant to this Agreement.

                D. Acknowledgment that each of Contractor's employees
        understands that such person is an employee of Contractor and not an
        employee of County shall be signed by each employee of Contractor
        employed at the Facilities and shall be filed with County's Human
        Resources Department, Workers' Compensation Division, Claims Section,
        222 No. Grand Avenue, Los Angeles, California 90012. The form and
        content of such acknowledgment shall be substantially similar to Exhibit
        A, Attachment E - CONTRACTOR EMPLOYEE ACKNOWLEDGMENT AND CONFIDENTIALITY
        AGREEMENT, attached hereto and incorporated herein by reference.

        24.     INDEMNIFICATION AND INSURANCE:

                A. Indemnification: Contractor shall indemnify, defend and hold
        harmless County, and its Special Districts, elected and appointed
        officers, employees, and agents from and against

                                       17
<PAGE>
         any and all liability and expense, including defense costs and legal
         costs, and legal fees arising from or connected with claims and
         lawsuits for damages or worker's compensation benefits relating to
         Contractor's operations or its services, which result from bodily
         injury, death, personal injury, or property damage (including damage to
         Contractor's property).

                Contractor shall indemnify County, and save it harmless from any
        and all loss, damage, costs, and expenses, including reasonable
        attorney's fees, suffered or incurred on account of any breach of the
        aforementioned obligations and covenants.

                B. Insurance: Without limiting Contractor's indemnification of
        County, Contractor shall provide and maintain at its own expense during
        the term of this Agreement the following program(s) of insurance
        covering its operations hereunder. Such insurance shall be provided by
        insurer(s) satisfactory to the County's Risk Management Coordinator and
        evidence of such program(s) satisfactory to County shall be delivered to
        County's Department of Health Services, Contracts and Grants Division,
        313 North Figueroa Street, Sixth Floor-East, Los Angeles, California
        90012, on or before the effective date for the commencement of services.
        Such evidence shall specifically identify this Agreement and shall
        contain express conditions that County is to be given written notice at
        least thirty (30) days in advance of any modification or termination of
        any policy of insurance. Such


                                       18
<PAGE>
         insurance shall be endorsed naming County as an additional insured and
         shall include:

                       (1) Liability: Such insurance shall be primary to and not
                contributing with any other insurance maintained by County,
                shall name the County of Los Angeles as an additional insured,
                and shall include, but not be limited to:

                                    a. Commercial General Liability insurance
                           endorsed for Premises-Operations, Products/Completed
                           Operations, Contractual, Broad Form Property Damage,
                           and Personal Injury with a combined single limit of
                           not less than One Million Dollars ($1,000,000) per
                           occurrence and fire legal liability for the
                           replacement value and with a deductible no greater
                           than five percent (5%) of replacement value.

                                    If the above insurance is written on a
                           Claims Made Form, such insurance shall be endorsed to
                           provide an extended reporting period of not less than
                           two (2) years following termination of this
                           Agreement.

                                    b. Comprehensive Auto Liability endorsed for
                           owned and non-owned vehicles with a combined single
                           limit of at least One Million Dollars ($1,000,000)
                           per occurrence.

                       (2) Workers' Compensation: A program of workers'
                compensation insurance in an amount and form to meet all


                                       19
<PAGE>
                applicable requirements of the Labor Code of the State of
                California, and which specifically covers the persons providing
                services on behalf of Contractor and all risks to such persons
                under this Agreement. Employers' Liability insurance shall be
                included in this program, with coverage of not less than One
                Million Dollars ($1,000,000) per occurrence.

                       All insurance and indemnification provisions shall apply
                equally to all subcontractors as well as to Contractor under
                this Agreement.

                       (3) Professional Liability: Insurance covering liability
                arising from any error, omission, or negligent act of the
                Contractor, its officers, or employees with a limit of liability
                of not less than One Million Dollars ($1,000,000) per claim.

                       (4) Employee Health Insurance: A program providing basic
                health insurance coverage for all employees providing services
                under this Agreement. Failure on the part of Contractor to
                procure or maintain required insurance shall constitute a
                material breach of this Agreement upon which County may
                terminate or suspend this Agreement.

        25.     COVENANT AGAINST CONTINGENT FEES:

                A. Contractor warrants that no person or selling agency has been
        employed or retained to solicit or secure this Agreement upon an
        agreement or understanding for a commission,

                                       20
<PAGE>
         percentage, brokerage, or contingent fee, excepting bona fide employees
         or bona fide established commercial or selling agencies maintained by
         Contractor for the purpose of securing business.

                  B. For breach or violation of this warranty, County shall have
         the right to terminate this Agreement and, in its sole discretion, to
         deduct from the Agreement price or consideration, or otherwise recover,
         the full amount of such commission, percentage, brokerage, or
         contingent fee.

                  C. Notwithstanding the foregoing, the parties to this
         Agreement do not intend the provisions of this paragraph to apply to
         Contractor's ability to earn, and receive, any fee under this
         Agreements for the performance thereof.

         26. AUTHORIZATION WARRANTY: Contractor hereby represents and warrants
         that the person executing this Agreement for Contractor is an
         authorized agent who has actual authority to bind Contractor to each
         and every term, condition, and obligation set forth in this Agreement
         and that all requirements of Contractor have been fulfilled to provide
         such actual authority.

         27. DAMAGE TO COUNTY FACILITIES, BUILDINGS, OR GROUNDS:

                  A. Contractor shall repair, or cause to be repaired, or make
         due diligent efforts to begin such repair, at its own cost, any and all
         damage to Facilities, buildings or grounds caused by Contractor, as
         determined by County, employees of Contractor, or persons or companies
         making pick-ups from or

                                       21
<PAGE>
        deliveries to Contractor. Such repairs or due diligent efforts to begin
        such repairs shall be made immediately after Contractor has become aware
        of such damage, but in no case later than thirty days after the
        occurrence.

                  B. If Contractor fails to make timely repairs, County may make
         any necessary repairs. All costs incurred by County, as determined by
         County, for such repairs shall be repaid by Contractor upon demand or
         County may deduct such costs from any amounts due to Contractor from
         County.

        28. COUNTY'S OBLIGATION FOR FUTURE FISCAL YEARS: Notwithstanding any
other provision of this Agreement, County shall not be obligated for
Contractor's performance hereunder or by any provision of this Agreement during
any of County's future fiscal years unless and until County's Board of
Supervisors appropriates funds for this Agreement in County's Budget for each
such future fiscal year. In the event that funds are not appropriated for this
Agreement, then this Agreement shall terminate as of June 30 of the last County
fiscal year for which funds were appropriated. County shall notify Contractor in
writing of such non-allocation of funds at the earliest possible date.

        29. COMPLIANCE WITH APPLICABLE LAW:

                A. Contractor shall comply with all Federal, State and local
        laws, ordinances, regulations, rules, and directives applicable to its
        performance hereunder. Further, all provisions required thereby to be
        included in this Agreement are hereby incorporated herein by reference.


                                       22
<PAGE>
                B. Contractor shall indemnify and hold harmless County from and
        against any and all loss, damage, liability or expense resulting from
        any violation on the part of Contractor, its officers, employees, or
        agents, of such Federal, State or local laws, ordinances, regulations,
        rules, or directives.

        30. OTHER PROVIDERS OF SERVICES: Contractor acknowledges that it is not
necessarily the exclusive provider of CIBS, MBFS, FMCS, STPRIR and that County
has, or may enter into, contracts with other such providers, or may itself
provide these services with County employees.

        31. CONFIDENTIALITY: Contractor shall maintain the confidentiality of
all records and information, including, but not limited to, billings, County
records, and patient records, in accordance with all applicable Federal, State,
and local laws, regulations, ordinances, and directives. Contractor shall inform
all its officers, employees, and agents providing services hereunder of the
confidentiality provisions of this Agreement and require each of its officers,
employees or agents providing services hereunder to execute a CONTRACTOR
EMPLOYEE ACKNOWLEDGMENT AND CONFIDENTIALITY AGREEMENT (Exhibit A, Attachment E)
prior to commencing work under this Agreement. Contractor shall defend, protect,
and hold harmless County, its officers, employees, and agents, from and against
any and all liability, expense, and demands arising out of the disclosure of
records and information by Contractor, its officers, employees, or agents.


                                       23
<PAGE>
        32. ENDORSEMENT: Contractor shall not, in any manner, advertise, publish
or represent that County endorses the goods or services herein mentioned without
the prior written consent of County. Any published document referencing County
must have prior written consent of County.

        33. RIGHTS IN DATA: County obtains the right to use, duplicate, and
disclose in whole or in part, in any manner, for any purpose whatsoever, and to
authorize others to do writings, drawings, pictorial reproductions, or other
graphical representations and works of a similar nature produced by Contractor
as a result of its activities supported by this Agreement. Contractor retains
the right to use, duplicate and disclose in whole or in part, in any manner, for
any purposes whatsoever, all writings, drawings, pictorial reproductions, or
other graphical representations and works of a similar nature produced by
Contractor as a result of its activities supported by this Agreement subject to
the ENDORSEMENT Paragraph.

        34. TRADE SECRETS: Recognizing that County has no way to safeguard trade
secrets or proprietary information, Contractor shall and does hereby keep and
bear County harmless from all damages, costs, and expenses by reason of any
disclosure by County of trade secrets and proprietary information.

        35. COPYRIGHTS: When publications and similar materials are developed
pursuant to this Agreement, County shall retain all copyrights to such material.
Such material may not be reproduced,

                                       24
<PAGE>
translated, or published without prior written authorization by the County.

        36. TERMINATION FOR IMPROPER CONSIDERATION: County may, by written
notice to Contractor, immediately terminate the right of Contractor to proceed
under this Agreement if it is found that consideration, in any form, was offered
or given by Contractor, either directly or through an intermediary, to any
County officer, employee or agent with the intent of securing the Agreement or
securing favorable treatment with respect to the award, amendment or extension
of the Agreement or the making of any determinations with respect to the
Contractor's performance pursuant to the Agreement. In the event of such
termination, County shall be entitled to pursue the same remedies against
Contractor as it could pursue in the event of default by the Contractor.

        Contractor shall immediately report any attempt by a County officer or
employee to solicit such improper consideration. The report shall be made either
to the County manager charged with the supervision of the employee or to the
County Auditor-Controller's Employee Fraud Hotline at (213) 974-0914 or (800)
544-6861.

        Among other items, such improper consideration may take the form of
cash, discounts, service, the provision of travel or entertainment, or tangible
gifts.

        37.     TERMINATION FOR INSOLVENCY:

                A. County may terminate forthwith this Agreement for default in
        the event of the occurrence of any of the


                                       25
<PAGE>
        following:

                       (1) Insolvency of Contractor. Contractor shall be deemed
                to be insolvent if it has ceased to pay its debts in the
                ordinary course of business or cannot pay its debts as they
                become due, whether it has committed an act of bankruptcy or
                not, and whether insolvent within the meaning of the Federal
                Bankruptcy Code or not.


                        (2) The filing of a voluntary or involuntary petition
                under the Federal Bankruptcy Code.

                        (3) The appointment of a Receiver or Trustee for
                Contractor.

                        (4) The execution by Contractor of an assignment for the
                benefit of creditors.

                B. The rights and remedies of County provided in this Paragraph
        shall not be exclusive and are in addition to any other rights and
        remedies provided by law or under this Agreement.

        38.     TERMINATION FOR DEFAULT:

                A. County may, subject to the provisions of Subparagraph C
        below, by written notice of default to Contractor, terminate the whole
        or any part of this Agreement in the event of any of the following
        circumstances:

                       (1) If Contractor fails to perform the services provided
                for under this Agreement within the time specified herein or any
                agreed extension thereof; or if Contractor fails to perform any
                of the other provisions,

                                       26
<PAGE>
                conditions or undertakings set forth in this Agreement, or fails
                to make progress in the performance of services as provided
                herein as to substantially endanger Contractor's performance
                under this Agreement in accordance with its terms, or, if in the
                sole judgement of the Director, Contractor fails to supply
                adequate workforce, adequate equipment, or fails in any respect
                to execute the work with the diligence, force and quality
                specified in this Agreement, and, under any of the foregoing
                circumstances, Contractor does not cure such failure within a
                period of ten (10) days (or such longer period as County may
                authorize in writing) after receipt of notice from County
                specifying such failure; provided, however, that where
                Contractor's curing of any default requires activity over a
                period of time and Contractor shall have commenced to perform
                whatever may be required to cure the particular default within
                ten (10) days after such notice and continues to perform
                diligently, such time limit may be waived in the manner in which
                and to the extent allowed by the Director; or

                       (2) The failure of Contractor to maintain the County
                premises assigned to Contractor on a non-exclusive basis solely
                for the performance of services hereunder, in the state of
                repair required hereunder, and in a clean, sanitary, safe and
                satisfactory condition, where such


                                       27
<PAGE>
                failure continues for more than ten (10) days after written
                notice from Director to correct the condition.

                       (3) Transfer of the majority controlling interest of
                Contractor to persons other than those who are in control at the
                time of the execution of this Agreement without written approval
                thereof by County.

                B. In the event County terminates this Agreement in whole or in
        part as provided in Subparagraph A above, County may procure, upon such
        terms and in such manner as County may deem appropriate, services
        similar to those so terminated and Contractor shall be liable to County
        for any excess costs incurred by County, as determined by County, for
        such similar services, provided that Contractor shall continue the
        performance of this Agreement to the extent not terminated under the
        provisions of this Paragraph.

                C. Except with respect to defaults of subcontractors, Contractor
        shall not be liable for any such excess costs if its failure to perform
        this Agreement arises out of causes beyond the control and without the
        fault or negligence of Contractor, as determined by County. Such causes
        may include, but are not limited to, acts of God or of the public enemy,
        acts of County in either its sovereign or contractual capacity, acts of
        Federal or State governments in their sovereign capacities, fires,
        floods, epidemics, quarantine restrictions, strikes, freight embargoes,
        and unusually severe weather; but in every case, the failure to perform
        must be

                                       28
<PAGE>
        beyond the control and without the fault or negligence of Contractor. If
        the failure to perform is caused by the default of a subcontractor, and
        if such default arises out of causes beyond the control of both
        Contractor and subcontractor, and without the fault or negligence of
        either of them, Contractor shall not be liable for any such excess costs
        for failure to perform, unless the supplies or services to be furnished
        by the subcontractor were obtainable from other sources in sufficient
        time to permit Contractor to meet the required performance schedule.

                D. If, after the notice of termination of this Agreement under
        the provisions of this Paragraph, it is determined for any reason that
        Contractor was not in default under the provisions of this Paragraph, or
        the default was excusable under the provisions of this Paragraph, the
        rights and obligations of the parties shall be the same as if the notice
        of termination had been issued pursuant to Paragraph 39 (TERMINATION FOR
        CONVENIENCE) below.

                E. The rights and remedies of County provided in this Paragraph
        shall not be exclusive and are in addition to any other rights and
        remedies provided by law or under this Agreement.

                F. As used in Subparagraph C above, the terms "subcontractor"
        and "subcontractors" means subcontractor(s) at any tier.


                                       29
<PAGE>
        39. TERMINATION FOR CONVENIENCE: The performance of services under this
Agreement may be terminated in whole or in part from time to time when such
action is deemed by County to be in its best interest. Termination of services
hereunder shall be effected by delivery to Contractor of a thirty day advance
Notice of Termination specifying the date upon which such termination becomes
effective.

        Except as otherwise directed by County, Contractor may continue services
under this Agreement for accounts referred to Contractor prior to the effective
termination date and receive contingent fees, as applicable, as set forth in
Exhibit A - STATEMENT OF WORK, Paragraph 7 - PROVISION FOR PAYMENT.

        40. CONTRACTOR COOPERATION UPON EXPIRATION OR TERMINATION: Upon the
expiration or termination of this Agreement, Contractor shall reasonably
cooperate with County to provide for the transition to whatever service
replacement method County determines to be in its best interest.

        41. DISCLOSURE OF INFORMATION: Contractor shall not disclose any details
in connection with this Agreement to any third party, except as may be otherwise
provided herein or required by law. However, in recognizing the Contractor's
need to identify its services and related clients to sustain itself, the County
shall not inhibit Contractor from publicizing its role under this Agreement
within the following conditions:

                A. Contractor shall develop all publicity material in a
        professional manner.


                                       30
<PAGE>
                B. During the course of performance on this Agreement,
        Contractor, its employees, agents, and subcontractors shall not publish
        or disseminate commercial advertisements, press release, opinions or
        feature articles, using the name of the County without the prior written
        consent of the Chief Administrative Office (CAO) and County Counsel.

        42. VALIDITY: The invalidity in whole or in part of any provision of
this Agreement shall not void or affect the validity of any other provision.

        43. COUNTY AUDIT SETTLEMENTS: If, at any time during the term of this
Agreement or at any time after the expiration or termination of this Agreement,
representatives of County conduct an audit of Contractor regarding the services
provided to County hereunder, and if such audit finds that County's dollar
liability for such services is less than the payments made by County to
Contractor, then the difference shall at Director's option, be either repaid by
Contractor to County by cash payment upon demand, or deducted from any amounts
due to Contractor from County. If such audit finds that County's dollar
liability for services provided hereunder is more than the payments made by
County to Contractor, then the difference shall be paid to Contractor by County
by cash payment.

        44. FEDERAL ACCESS TO RECORDS: If, and to the extent that, Section
1861(v)(1)(I) of the Social Security Act (42 U.S.C. Section 1395(v)(1)(I)) is
applicable, Contractor agrees that for a period of four (4) years following the
furnishing of services

                                       31
<PAGE>
under this Agreement, Contractor shall maintain and make available, upon written
request, to the Secretary of the United States Department of Health and Human
Services or the Controller General of the United States, or to any of their
authorized representative, the contracts, books, documents and records of
Contractor which are necessary to verify the nature and extent of the costs of
services provided hereunder. Furthermore, if Contractor carries out any of the
services provided hereunder through any subcontract with a value or cost of Ten
Thousand Dollars ($10,000) or more over a twelve (12) month period with a
related organization (as that term is defined under Federal law), Contractor
agrees that each such subcontract shall provide for such access to the
subcontract, books, documents and records of the subcontractor.

        45. SUBCONTRACTING: Although it is the intent of the parties that all
services hereunder are to be provided by Contractor's employees, both parties
agree that Contractor may encounter occasional need for highly specialized or
unusual skills or special emergency services for which Contractor may find it
necessary to subcontract. The requirements for such limited use of
subcontracting are as follows:

                A. No performance of this Agreement or any portion thereof shall
        be subcontracted by Contractor without the prior written consent of
        Director. Any attempt by Contractor to subcontract any performance of
        services under this Agreement without the prior written consent of
        Director, shall be null

                                       32
<PAGE>
        and void and shall constitute a material breach of this Agreement.

                B. In the event Director may consent to subcontracting, each and
        all of the provisions of this Agreement and any amendment thereto shall
        extend to, shall be binding upon, and inure to the benefit of, the
        successors or administrators of the respective parties.

                C. In the event that Director should consent to subcontracting,
        Contractor shall include in all subcontracts the following provision:
        "This contract is a subcontract under the terms of a prime contract with
        the County of Los Angeles and shall be subject to all the provisions of
        such prime contract. All representations and warranties shall inure to
        the benefit of the County of Los Angeles."

                D. Contractor's request to Director for approval to enter into a
        subcontract shall include:

                        (1) A description of the services to be provided by the
                subcontract.

                        (2) Identification of the proposed subcontractor and an
                explanation of why and how the proposed subcontractor was
                selected.

                        (3) Any other information and/or certifications
                requested by Director.

                E. All subcontracts shall be made in the name of Contractor and
        shall not bind nor purport to bind County. The making of subcontracts
        hereunder shall not relieve Contractor

                                       33
<PAGE>
        of any requirement under this Agreement, including, but not limited to,
        the duty to properly supervise and coordinate all the work of Contractor
        and any subcontractor. Approval of the provisions of any subcontract by
        Director shall not be construed to constitute a determination of the
        allocability of any cost under this Agreement.

                F. Contractor shall be solely liable and responsible for any and
        all payments and other compensation for all subcontractors. County shall
        have no liability or responsibility for any payment or other
        compensation for any subcontractor.

        46. FAIR LABOR STANDARDS ACT: Contractor shall comply with all
applicable provisions of the Federal Fair Labor Standards Act, and shall
indemnify, defend, and hold harmless County, its agents, officers and employees
from any and all liability including, but not limited to, wages, overtime pay,
liquidated damages, penalties, court costs, and attorneys' fees arising under
any wage and hour law including, but not limited to, the Federal Fair Labor
Standards Act for services performed by Contractor's employees for which County
may be found jointly or severally liable.

        47. EMPLOYMENT ELIGIBILITY VERIFICATION: Contractor warrants that it
fully complies with all Federal statutes and regulations regarding employment of
aliens and others, and that all its employees performing services hereunder meet
the citizenship or alien status requirements contained in Federal statutes and
regulations. Contractor shall obtain, from all covered employees

                                       34
<PAGE>
performing services hereunder, all verification and other documentation of
employment eligibility status required by Federal statutes and regulations as
they currently exist and as they may be hereafter amended. Contractor shall
retain such documentation for all covered employees for the period prescribed by
law. Contractor shall indemnify, defend, and hold harmless County, its officers
and employees from employer sanctions and any other liability which may be
assessed against Contractor or County in connection with any alleged violation
of Federal statutes or regulations pertaining to the eligibility for employment
of persons performing services under this Agreement.

        48. NO INTENT TO CREATE THIRD-PARTY BENEFICIARY CONTRACT:
Notwithstanding any other provision of this Agreement, the parties do not in any
way intend that any person shall acquire any rights as a third party beneficiary
under this Agreement.

        49. SEVERABILITY: If any provision of this Agreement or the application
thereof to any person or circumstance is held invalid, the remainder of this
Agreement and the application of such provision to other persons or
circumstances shall not be affected thereby.

        50.  CONTRACTOR PERFORMANCE DURING CIVIL UNREST OR DISASTER:
Contractor recognizes that health care facilities maintained by County provide
care essential to the residents of the communities they serve, and that these
services are of particular importance at the time of a riot, insurrection, civil
unrest, natural disaster, or similar event. Notwithstanding any other provision

                                       35
<PAGE>
of this contract, full performance by Contractor during any riot, insurrection,
civil unrest, natural disaster, or similar event is not excused if such
performance remains physically possible. Failure to comply with this requirement
shall be considered a material breach by Contractor for which County may
immediately terminate this Agreement.

        51. MOST FAVORED PUBLIC ENTITY: If Contractor's price declines, or
should Contractor, at any time during the term of this Agreement, provide the
same goods or services under similar quantity and delivery conditions to the
State of California or to any county, municipality, or district of the State at
prices below those set forth in this Agreement, then such lower prices shall be
immediately extended to County.

        52. INTERPRETATION OF AGREEMENT, SPECIFICATIONS AND DISPUTES: Should any
misunderstanding arise, Director shall interpret the Agreement. If the
Contractor disagrees with the interpretation of Director, Contractor shall
continue with the work in accordance with Director's interpretation. Within
thirty (30) days after receipt of the interpretation, Contractor may file a
written request with the Director for a hearing before a Dispute Review Panel as
provided hereinbelow. The written request shall outline in detail the area of
dispute.

        The Dispute Review Panel will be appointed by Director and will be
composed of not less than three (3) County personnel having experience in the
administration of financial and consulting services contracts. The Panel will
convene within one

                                       36
<PAGE>
(1) week of appointment in order to hear all matters related to the dispute. The
hearing will be informal and formal rules of evidence will not apply. The Panel
will submit its recommendation to the Director, for his consideration, within
one (1) week following the conclusion, of the hearing. Director shall render a
final interpretation upon his review of the Panels' recommendation.

        53. CONSIDERATION OF GAIN PROGRAM PARTICIPANTS FOR EMPLOYMENT: Should
Contractor require additional or replacement personnel after the effective date
of this Agreement, Contractor shall give consideration for any such employment
openings to participants in the County's Department of Public Social Services'
Greater Avenues for Independence ("GAIN") Program who meet Contractor's minimum
qualifications for the open position. The County will refer GAIN participants by
job category to the Contractor.

        54. COUNTY'S QUALITY ASSURANCE PLAN: The County or its agent will
evaluate Contractor's performance under this Agreement on not less than an
annual basis. Such evaluation will include assessing Contractor's compliance
with all contract terms and performance standards. Contractor's deficiencies
which County determines are severe or continuing and that may place performance
of Agreement in jeopardy if not corrected will be reported to the Board of
Supervisors. The report will include improvement/corrective action measures
taken by the County and Contractor. If improvement does not occur consistent
with the corrective action

                                       37
<PAGE>
measures, County may terminate this Agreement or impose other penalties as
specified in this Agreement.

        55. CONTRACTOR'S WARRANTY OF ADHERENCE TO COUNTY'S CHILD SUPPORT
COMPLIANCE PROGRAM: Contractor acknowledges that County has established a goal
of ensuring that all individuals who benefit financially from County through
County contracts are in compliance with their court-ordered child, family, and
spousal support obligations in order to mitigate the economic burden otherwise
imposed upon County and its taxpayers.

        As required by County's Child Support Compliance Program (County Code
Chapter 2.200) and without limiting Contractor's duty under this Agreement to
comply with all applicable provisions of law, Contractor warrants that it is now
in compliance and shall during the term of this Agreement maintain compliance
with employment and wage reporting requirements as required by the Federal
Social Security Act (42 USC Section 653a) and California Unemployment Insurance
Code Section 1088.55, and shall implement all lawfully served Wage and Earnings
Withholding Orders or District Attorney Notices of Wage and Earnings Assignment
for Child or Spousal Support, pursuant to Code of Civil Procedure Section
706.031 and Family Code Section 5246(b).

        Within thirty (30) calendar days of execution and of any renewal or term
extension to this Agreement of at least one year, Contractor shall submit to
County's District Attorney ("DA") a completed Principal Owner Information Form
("POI Form"), incorporated herein by reference, along with certifications in


                                       38
<PAGE>
accordance with the provisions of Section 2.200.060 of the County Code, that:
(1) the POI Form has been appropriately completed and provided to the DA with
respect to Contractor's Principal Owners; (2) Contractor has fully complied with
all applicable State and Federal reporting requirements relating to employment
reporting for its employees; and (3) Contractor has fully complied with all
lawfully served Wage and Earnings Assignment Orders and Notices of Assignment
and will continue to maintain compliance. Such certification shall be submitted
on the Child Support Compliance Program Certification ("CSPC Certification"),
also incorporated herein by reference. Failure of Contractor to submit the CSPC
Certification (which includes certification that the POI Form has been submitted
to the DA) to County's DA shall represent a material breach of contract upon
which County may immediately suspend or terminate this Agreement.

        56. TERMINATION FOR BREACH OF WARRANTY TO MAINTAIN COMPLIANCE WITH
COUNTY'S CHILD SUPPORT COMPLIANCE PROGRAM: Failure of Contractor to maintain
compliance with the requirements set forth in Paragraph 55 (CONTRACTOR'S
WARRANTY OF ADHERENCE TO COUNTY'S CHILD SUPPORT COMPLIANCE PROGRAM) shall
constitute a default by Contractor under this Agreement. Without limiting the
rights and remedies available to County under any other provision of this
Agreement, failure to cure such default within ninety (90) calendar days of
written notice by County's DA shall be grounds upon which County's Board of
Supervisors may terminate this Agreement pursuant to Paragraph 38 (Termination
for Default).


                                       39
<PAGE>
        57. CONTRACTOR'S ACKNOWLEDGMENT OF COUNTY'S COMMITMENT TO CHILD SUPPORT
ENFORCEMENT: Contractor acknowledges that County places a high priority on the
enforcement of child support laws and the apprehension of child support evaders.
Contractor understands that it is County's policy to encourage all County
Contractors to voluntarily post County's "L.A.'s Most Wanted: Delinquent
Parents" poster in a prominent position at Contractor's place of business.
County's District Attorney will supply Contractor with the poster to be used.

        58. REFERRAL OF CURRENT AND FORMER COUNTY EMPLOYEES FOR EMPLOYMENT WITH
CONTRACTOR: Contractor shall accept referrals from DHS Human Resources of
qualified current and former County employees for consideration of employment
with Contractor. Such consideration for employment shall be limited to the
vacancies in Contractor's staff needed to perform services under this Agreement.
If such referrals result in offers of employment, such offers shall be made
once, shall be in writing, shall indicate whether the position is full-time or
part-time, and shall be valid for a period of ten (10) calendar days from the
date the offer is made, unless such period is extended at Contractor's option.
Such offers shall be for vacancies which occur in the Contractor's staff,
beginning with Board approval of this Agreement and throughout the term of this
Agreement. Employment offers to such employees shall be under at least the same
conditions and rates of compensation which apply to other persons who are
employed or may be employed by Contractor. Contractor shall maintain records of


                                       40
<PAGE>
such offers to include a description of the position and duties, the rate of pay
and fringe benefits, and whether the offer was accepted, rejected, or not
responded to within the allocated time period. Such employees who are employed
by Contractor under this Paragraph shall not be discharged during the term of
this Agreement except for cause. At the time of any such discharge for cause,
Contractor shall notify DHS Human Resources staff and other County staff who may
be designated in writing by Director. The provisions of Paragraphs 23
(INDEPENDENT CONTRACTOR STATUS) and 24 (INDEMNIFICATION AND INSURANCE) shall
apply to such employees who are employed by contractor under this paragraph.

        Notwithstanding any other provision of this Agreement, the parties do
not in any way intend that any persons shall acquire any rights as a third-party
beneficiary of this Agreement.

        59. STAFFING PERFORMANCE WHILE UNDER THE INFLUENCE: Contractor shall use
reasonable efforts to ensure that no employee will perform services hereunder
while under the influence of any alcoholic beverage, medication, narcotic, or
other substance which might impair his/her physical or mental performance.

        60. GOVERNING LAW, JURISDICTION, AND VENUE: This Agreement shall be
governed by, and construed in accordance with, the laws of the State of
California. Contractor agrees and consents to the exclusive jurisdiction of the
courts of the State of California for all purposes regarding this Agreement and
further agrees and consents that venue of any action brought hereunder shall be
exclusively in the County of Los Angeles, California.


                                       41
<PAGE>
         61. RESOLICITATION OF BIDS OR PROPOSALS: Contractor acknowledges that
County, prior to expiration or earlier termination of this Agreement, may
exercise its right to invite bids or request proposals for the continued
provision of the services delivered or contemplated under this Agreement. The
County and its Department of Health Services shall make the determination to
resolicit bids or request proposals in accordance with applicable County and
Department of Health Services policies.

         Contractor acknowledges that County may enter into a contract for the
future provision of services, based upon the bids or proposals received, with a
provider or providers other than Contractor. Further, Contractor acknowledges
that it obtains no greater right to be selected through any future invitation
for bids or request for proposals by virtue of its present status as Contractor.

         62. CONSIDERATION OF HIRING COUNTY EMPLOYEES TARGETED FOR LAYOFFS:
Should Contractor require additional personnel after the effective date of this
Agreement to perform the services set forth herein, Contractor shall give first
consideration for such employment openings to qualified permanent County
employees who are targeted for layoff or qualified former County employees who
are on a reemployment list during the life of this Agreement in compliance with
Paragraph 58 (REFERRAL OF CURRENT AND FORMER COUNTY EMPLOYEES FOR EMPLOYMENT
WITH CONTRACTOR) above.


                                       42
<PAGE>
         63. CONTRACTOR'S EXCLUSION FROM PARTICIPATION IN A FEDERALLY FUNDED
PROGRAM: Contractor hereby warrants that neither it nor any of its staff members
is restricted ro excluded from providing services under any health care program
funded by the federal government, directly or indirectly, in whole or in part,
and that Contractor will notify Director within thirty (30) calendar days in
writing of: (1) any event that would require Contractor or a staff member's
mandatory exclusion from participation in a federally funded health care
program; and (2) any exclusionary action taken by any agency of the federal
government against Contractor or one or more staff members barring it or the
staff members from participation in a federally funded health program, whether
such bar is direct or indirect, or whether such bar is in whole or in part.

         Contractor shall indemnify and hold County harmless against any and all
loss or damage County may suffer arising from any Federal exclusion of
Contractor or its staff members from such participation in a federally funded
health care program.

         Failure by Contractor to meet the requirements of this Paragraph shall
constitute a material breach of contract upon which County may immediately
terminate or suspend this Agreement.

         64. NOTICES: Notices hereunder shall be in writing and shall be hand
delivered with signed receipt or mailed by first class, registered or certified
mail, postage prepaid to the parties at the following addresses and to the
attention of the persons named. Director shall have the authority to execute all


                                       43
<PAGE>
notices which are required or permitted by County under this Agreement.
Addresses and persons to be notified may be changed by either party by giving
ten days prior written notice thereof to the other party.

         To Contractor:               Health Management Systems, Inc.
                                      401 Park Avenue South
                                      New York, NY 10016

                                      Attention: Paul J. Kerz

         To County:            1.     Department of Health Services
                                      Office of the Director of Finance
                                      313 N. Figueroa St., Rm.# 907
                                      Los Angeles, CA 90012

                                      Attention: Director of Finance

                               2.     Department of Health Services
                                      Revenue Services Branch
                                      313 N. Figueroa St., Rm.#527
                                      Los Angeles, CA 90012

                                      Attention: Chief, Revenue Services

                               3.     Department of Health Services
                                      LAC+USC Medical Center
                                      1200 North State Street
                                      Los Angeles, CA 90033

                                      Attention:  Chief Financial Officer

                               4.     Department of Health Services
                                      Harbor/UCLA Medical Center
                                      1000 West Carson Street
                                      Torrance, CA 90509

                                      Attention:  Chief Financial Officer

                               5.     Department of Health Services
                                      Rancho Los Amigos
                                      National Rehabilitation Center
                                      7601 East Imperial Highway
                                      Downey, CA 90242

                                      Attention:  Chief Financial Officer


                                       44
<PAGE>
                              6.     Department of Health Services
                                     Martin Luther King, Jr./Drew Medical Center
                                     12021 South Wilmington Avenue
                                     Los Angeles, CA 90059

                                     Attention:  Chief Financial Officer

                              7.     Consolidated Business Office (CBO)
                                     5555 Ferguson Street
                                     Commerce, CA 90040

                                     Attention: Director, CBO

                              8.     Department of Health Services
                                     Contracts and Grants Division
                                     313 North Figueroa Street, Sixth Floor East
                                     Los Angeles, CA 90012

                                     Attention:  Division Chief

                IN WITNESS WHEREOF, the Board of Supervisors of the County of
        Los Angeles has caused this Agreement to be subscribed by its Director
        of Health Services and Contractor has caused this

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                                       45
<PAGE>
Agreement to be subscribed in its behalf by its duly authorized officer, the
day, month, and year first above written.

                                                 COUNTY OF LOS ANGELES

                                                 By s/ Mark Finucane
                                                    ----------------------------
                                                    Mark Finucane
                                                    Director of Health Services

                                                 Health Management Systems, Inc.
                                                 -------------------------------
                                                           Contractor

                                                 By s/ Paul J. Kerz
                                                    ----------------------------
APPROVED AS TO FORM
BY THE OFFICE OF THE COUNTY COUNSEL
LLOYD W. PELLMAN                                 Title President
County Counsel                                   -------------------------------
                                                 (AFFIX CORPORATE SEAL HERE)





APPROVED AS TO CONTRACT
ADMINISTRATION:

Department of Health Services

By s/
------------------------------
   Chief, Contracts and Grants
   Division

<PAGE>



                                                                       EXHIBIT A

                                STATEMENT OF WORK

                                       FOR

                          FINANCIAL MANAGEMENT SERVICES
<PAGE>
                                                                       EXHIBIT A

                                STATEMENT OF WORK

         1. CONTRACTOR PERSONNEL:

            A. Contractor shall designate a Contract Manager to lead and
      coordinate Contractor's provision of services pursuant to this Agreement.

            B. Contractor shall work independently on designated assignments in
      accordance with this Exhibit A - STATEMENT OF WORK.

            C. Notwithstanding any representation by County regarding the
      participation of County personnel in any phase of this project, Contractor
      assumes sole responsibility for the timely accomplishment of all
      activities assigned in this Agreement.

         2. COUNTY PERSONNEL AND RECORDS:

            A. County does not anticipate assigning any County employees to
      assist Contractor on a full-time basis regarding services to be provided
      by Contractor pursuant to this Agreement. However, County personnel will
      be made available to Contractor, at the Director's discretion, to provide
      input and assistance in order to answer questions and provide necessary
      liaison between Contractor and County departments.

            B. The various operational/administrative records and statistics of
      County's health operations as defined in the Access to Information
      Paragraph 6 relevant to performance of Contractor requirements hereunder
      shall be available to Contractor for review

                                      -1-
<PAGE>
      and evaluation whenever deemed appropriate and feasible by County, and as
      may be allowed by applicable law.

         3. COUNTY FURNISHED PROPERTY AND SERVICES: Contractor shall furnish all
labor, materials, supplies, personnel, equipment, and administrative support
necessary for the provision of all services to be provided under this Agreement.

         At the Director's sole discretion, the County may assign space, chairs,
and desks, on a non-exclusive basis, for work area and related use by the
Contractor. In the event the Director assigns space to the Contractor,
Contractor shall use the space only for the purpose of the performance of
services hereunder. The Contractor is prohibited from use of such space, desks,
and chairs for the purposes other than for the performance of this Agreement.

         At the Director's sole discretion, the County may provide access to
telephones, fax machines, typewriters, and photocopying equipment, on a
non-exclusive basis, for the purpose of Contractor's performance of this
Agreement.

         The Contractor is prohibited from use of such equipment for the
purposes other than for the performance of this Agreement.

         4. SCOPE OF WORK: The following indicates the areas of individual tasks
and general services assigned to Contractor, subsidiaries, or Subcontractors, as
applicable.

            A. Contractor shall provide Financial Management Services,
      consisting of Secondary Third-Party Resource Identification and Recovery
      Services (STPRIR), Commercial Insurance Billing Services (CIBS), Medi-Cal
      Billing and Follow-up Services (MBFS), and

                                       2
<PAGE>
      Financial Management and Consulting Services (FMCS) to Facilities, and, at
      Director's discretion with concurrence of Contractor, to any additional
      new Facilities.

            B. Director may, in his sole discretion, refer accounts to
      Contractor, throughout the term of this Agreement, identified as follows
      (1) self-pay and determined by the County to have partially or fully
      unpaid balances; (2) non-self-pay, whether billed or unbilled as having
      third-party coverage (i.e., Medi-Cal, Medicare, commercial insurance,
      etc.) and then rejected for payment or otherwise not paid; (3) other types
      of accounts, and/or from (4) from different automated systems than herein
      specified. Notwithstanding the above, Director reserves the right to
      restrict specific accounts or account types from referral to Contractor.
      Director will, at his sole discretion, provide Contractor all pertinent
      data related to referred accounts.

         5. SERVICES TO BE PERFORMED BY CONTRACTOR: Contractor shall provide
County with the following:

            A. Secondary Third-Party Resource Identification and Recovery
      Services (STPRIR): STPRIR services will be provided by Contractor for all
      Facilities, except as otherwise determined by Director, subsequent to the
      initial referral of accounts to the County's primary contractor for
      primary third-party resource identification and recovery service;

                  1. Contractor shall readily accept County's patient financial,
            admission, eligibility, and other data in formats

                                       3
<PAGE>
            (electronic media, magnetic tape, hard copies, or other formats that
            become available) determined by Director.

                  2. Contractor shall provide all Facilities receiving STPRIR
            services with a monthly listing (magnetic tape or paper) of referred
            accounts for which third-party eligibility was identified, but
            payment was not received, with an explanation of the reason(s)
            further STPRIR efforts will not be pursued.

                  3. Contractor shall provide all Facilities receiving STPRIR
            with a monthly listing of referred accounts that are eligible for
            third-party reimbursement for which Contractor has conducted a
            review sufficient to ensure that no claim by County or a primary
            contractor has been paid or is pending adjudication by the
            third-party payer or its fiscal intermediary. Facilities will delete
            accounts from the listing that are currently being pursued by the
            County or primary Contractor. Contractor shall then pursue
            reimbursement only for accounts remaining on the listing.

                  4. Contractor shall develop fully ready for submission and
            submit, unless otherwise instructed by Director, completed Medi-Cal,
            Medicare, commercial insurance, and/or any other third-party
            claims/billings, preferably electronically, to Electronic Data
            Systems Federal Corporation (or a successor fiscal intermediary for
            Medi-Cal), Blue Cross (or a successor fiscal intermediary for
            Medicare), commercial insurance payers, and other third-party payers
            or fiscal intermediaries.

                                       4
<PAGE>
                  5. Contractor shall request the necessary
            information/documentation (i.e., approved TARS, or patient discharge
            summaries, etc.) needed to develop valid reimbursement claims
            directly from the source organizations (i.e., Utilization Review,
            Medical Records, Patient Financial Services, etc.). Contractor shall
            provide personnel to assist in retrieving/ photocopying documents as
            may be requested by the Director/applicable Facilities.

                  6. Contractor shall maintain a claim/payment tracking system
            to identify by account, category, facility, and in total, amounts
            billed, collected, pending, denied, paid, and accounts referred back
            to Facilities or primary contractors. Contractor shall provide aging
            reports for accounts billed each month or as requested by
            Director/applicable Facilities.

                  7. Contractor shall follow-up on denied claims, determine the
            cause of the denial, correct deficiency, and resubmit claims for
            payment unless and until the claim is determined to be
            uncollectible. Contractor shall document the reasons the account is
            uncollectible and report to the Director/ applicable Facilities.

                  8. Contractor shall maintain a comprehensive audit trail
            substantiating all Medi-Cal, Medicare, commercial insurance, and any
            other third-party billings.

                  9. Contractor shall post or assist in posting the payments and
            adjustments to all applicable Facility's accounts receivable
            systems, as may be requested by the Director.

                                       5
<PAGE>
                  10. Contractor shall provide complete detailed written
            documentation of the systems, methods, and procedures employed in
            producing third-party eligibility identification, claims billing,
            collection, account posting, and denial follow-up activities. Such
            documentation exclusive of software shall be provided upon
            expiration of the term of this Agreement, should Director so notify
            Contractor.

                  11. Contractor shall provide various management reports
            regarding eligibility identifications, claims billed, collections,
            remittance advice, denials, and other reports, in formats, content,
            and frequency to be determined by the Director.

            B. Commercial Insurance Billing Services (CIBS): CIBS services shall
      be provided by Contractor to LAC+USC Medical Center (LAC+USC), Martin
      Luther King, Jr./Charles R. Drew Medical Center (MLK/D), Rancho Los Amigos
      National Rehabilitation Center (RLA), various Health/Comprehensive Health
      Centers (H/CHC) to be determined by Director, and, at the Director's
      discretion with concurrence of Contractor, to additional Facilities. The
      following indicates the areas of individual tasks and general services
      assigned to Contractor, subsidiaries, or Subcontractors, as applicable.

                  1. Contractor shall provide comprehensive commercial insurance
            billing and follow-up services, including denial reprocessing,
            preferably using automated systems.

                  2. Contractor shall readily accept County's patient financial,
            admission, eligibility, and other data in various

                                       6
<PAGE>
            formats (electronic media, magnetic tape, hard copies, and other
            formats that become available) as determined by the Director.

                  3. Contractor shall develop third-party claims that are
            payable by the applicable commercial insurer, preferably, where
            applicable, in electronic format.

                  4. Contractor shall request patient medical records, billing
            instructions, or other data needed to develop valid claims from
            applicable Facilities.

                  5. Contractor shall submit claims to the appropriate
            Commercial insurer.

                  6. Contractor shall provide follow-up services for denied
            claims and pursue third-party payments until the account is
            determined to be uncollectible.

                  7. Contractor shall provide, develop, and maintain a database
            to accumulate patient financial data, charge information, billing
            statistics, payment information, and other data as necessary.
            Contractor shall allow County's staff to access the database for
            inquiries, reporting, and as otherwise necessary.

                  8. Contractor shall post or assist in posting the payments,
            preferably electronically, to all applicable Facility's accounts
            receivable systems, as may be requested by the Director.

                  9. Contractor shall return inpatient and outpatient accounts
            to the County that have been billed but are unadjudicated 270 days
            after the last billing, except as otherwise instructed by the
            Director. The Contractor shall return all supporting

                                       7
<PAGE>
            documentation (i.e., billing instruction, medical records,
            correspondence and explanation of benefits, etc.) to the County upon
            return of the accounts.

                  10. Contractor shall return inpatient and outpatient accounts
            that are unbilled within 150 days after the Contractor initially
            received the account from the County, except as otherwise instructed
            by the Director. Contractor shall return all supporting
            documentation (i.e., billing instruction, medical records,
            correspondence and explanation of benefits, etc.) to the County upon
            return of the accounts.

                  11. Contractor shall provide all supplies, computer terminals,
            equipment, printers, processors, computer memory, controllers,
            on-line storage devices, equipment, and personnel to provide its
            services. Contractor shall ensure sufficient work stations are
            placed at the applicable Facilities and that equipment is in a
            County approved location.

            C. Medi-Cal Billing and Follow-Up Services (MBFS): MBFS services
      shall be provided by Contractor to all Hospital Facilities, the
      Consolidated Business Office (CBO), and, at the Director's discretion with
      concurrence of Contractor, to additional Facilities;

                  1. Contractor shall readily accept pertinent County Medi-Cal
            patient inpatient and outpatient accounts data in formats determined
            by the Director, and assist County in submitting valid Medi-Cal
            claims to the State or its designated fiscal intermediary (currently
            Electronic Data Systems Federal

                                       8
<PAGE>
            Corporation). Contractor's services shall enable Facilities to
            electronically transmit claims on at least a weekly basis.

                  2. Contractor services shall incorporate detailed edits to
            identify potential errors and enable County personnel to make
            on-line corrections to Medi-Cal claims. In addition, Contractor
            shall include mechanisms to ensure follow-up notices are provided on
            unpaid claims.

                  3. Contractor shall perform claims follow-up/tracking services
            including generating completed Claims Inquiry forms containing the
            requisite data elements for accounts requiring tracing and/or denial
            reconsideration, and perform follow-up services including correcting
            and resubmitting denied claims. Contractor shall be responsible for
            submitting all Claims Inquiry Forms within the required time frames
            in order to obtain reimbursement.

                  4. Contractor shall assist County, as needed, in
            processing/pursuing accounts through the State Administrative
            Appeals process for incorrectly paid or unpaid claims which are
            referred to Contractor by Facilities. Contractor shall initiate the
            administrative appeals process when Facilities have provided
            available requested documentation and County staff have submitted
            two Claims Inquiry forms to the State of California or its Fiscal
            Intermediary, and the claims remain incorrectly paid or unpaid.

                  Contractor shall provide separate progress reports of
            administrative appeals and enable on-line account status and

                                       9
<PAGE>
            inquiry by County staff. At a minimum, Contractor shall provide
            reports as identified in Attachment A, Paragraph A - MBFS Reports
            and Report Frequency.

                  5. At the Director's discretion, Contractor shall assist
            County in electronic posting of Medi-Cal remittances.

                  6. Contractor shall provide all programming changes for any
            customized and routine reports or customized claims processing, as
            requested by the Director.

                  7. Contractor shall provide all supplies, computer terminals,
            equipment, printers, processors, computer memory, controllers,
            on-line storage devices, equipment, and personnel to provide MBFS
            services. Contractor shall ensure sufficient work stations are
            placed at each Hospital Facility, and the Consolidated Business
            Office, and that equipment is in a County approved location.
            Contractor shall, at the Director's discretion, provide additional
            workstations at locations determined by the Director.

                  8. Contractor shall provide training sessions to County staff
            at Facilities, as may be requested by the Director. The subject
            matter shall include, but not be limited to, new or updated
            information concerning:

                  -     Medi-Cal billing procedures

                  -     accounts receivable procedures

                  -     utilization of the reports generated

                  -     resolutions, approaches, or procedures to resolve
                        problems.

                                       10
<PAGE>
                  9. Contractor shall readily accept pertinent County Medicare
            patient inpatient and outpatient accounts data in formats determined
            by the Director, and assist County in submitting valid Medicare
            claims to the Social Security Administration or its designated
            fiscal intermediary (currently Blue Cross Corporation), at the
            Director's discretion with Contractor concurrence. Contractor's
            services shall enable Facilities to electronically transmit claims
            on at least a weekly basis.

                  10. Contractor shall provide Billing Advice Transaction Tapes
            as may be requested by the Director.

            D. Financial Management and Consulting Services (FMCS): FMCS
      services shall include, at the Director's discretion with the concurrence
      of Contractor, an inpatient document management system (DMS), and shall be
      provided to RLA, and at the Director's discretion with concurrence of the
      Contractor, to additional Facilities. Contractor shall provide resources
      for the installation, implementation, and maintenance of FMCS, including
      DMS as applicable, to provide management of inpatient receivables services
      and management reports. Contractor shall provide Enhanced Inpatient FMCS
      as described below, and as further described in Attachment C, including,
      at the Director's discretion, performance of comprehensive billing and
      follow-up services by Contractor staff for RLA only for accounts referred
      to Contractor. FMCS encompasses the following:

                  1. Contractor shall readily accept County data in electronic
            media, magnetic tape, or hard copies. Contractor shall have

                                       11
<PAGE>
            access to inpatient financial folders and shall provide staff and
            materials to photocopy those inpatient accounts records which are
            required by Contractor in the performance of its services.

                  2. Contractor shall provide the following to Facilities:

                        a. A comprehensive audit trail substantiating all
                  Medi-Cal, Medicare, and other third-party billings;

                        b. Detailed written documentation of the systems,
                  methods, and procedures employed by Contractor in producing
                  the Medi-Cal, Medicare, and other third-party billings; such
                  documentation exclusive of software shall be provided upon
                  expiration of the term of this Agreement, should County so
                  notify Contractor.

                  3. Automation of various management reports as specified by
            County (Attachment A - MANAGEMENT REPORTS, Paragraph B, attached
            hereto) to be provided by Contractor as defined by applicable
            Facilities management.

                  4. Automated posting on a continuing basis of Medi-Cal and
            Medicare remittances and contractual allowances within five (5)
            working days after Contractor's receipt of Remittance Advice tape.

                  5. Installation, implementation and maintenance of an
            electronic error correction subsystem to enable the correction and
            rebilling of Medicare rejections with a terminal in place with
            capability of performing on-line corrections.

                                       12
<PAGE>
                  6. Installation, implementation and maintenance of a front-end
            third party resource identification process to review admissions
            against history files.

                  7. As applicable, installation, implementation, and
            maintenance of, or interface with, an on-line DMS which utilizes
            microcomputers, bar-coding and software necessary to meet
            specifications as defined in Attachment B - DOCUMENTS MANAGEMENT
            SYSTEM, attached hereto, tailored for use in inpatient prebilling
            areas, for applicable Facilities.

                  8. As applicable, installation, implementation, and
            maintenance of, or interface with an on-line DMS which utilizes
            microcomputers, bar-coding, and software necessary to meet service
            requirements and specifications as defined in Attachment B -
            Document Management System, attached hereto, tailored for use
            throughout applicable Hospital Facilities from the point of
            admitting to closure of the account.

                  9. As applicable, DMS software provided by Contractor shall
            reside on a minicomputer(s) located at applicable Facilities, linked
            to terminals and data entry/barcode devices in the prebilling,
            training areas, and in individual units within the Facilities.
            Contractor shall provide all incidental equipment, software and
            support including, but not limited to, communications equipment,
            terminals, printers, data entry/bar-code devices where needed,
            supplies, user documentation, user manuals and all necessary DMS
            training. Equipment and software to be provided by Contractor shall
            meet County requirements for

                                       13
<PAGE>
            supporting the services outlined above at all locations incidental
            to the DMS process and shall be subject to County approval as to
            source and type of both software and hardware. The equipment and
            software shall include any processor, processor upgrades, memory,
            on-line storage devices and controllers incident to the services as
            necessary to operate DMS and FMCS. Upon termination of Agreement,
            County shall have the option to purchase any equipment (excluding
            software, which shall remain property of Contractor) installed by
            Contractor on County premises, at a price to be negotiated at date
            of termination of Agreement.

                  10. Installation of a database on Contractor's mainframe
            processor to accumulate patient account, charge, billing, payment,
            TAR and diagnostic information, which Contractor shall maintain and
            in to which Contractor shall allow County's staff access.

                  11. Performance of electronic media claiming to Medi-Cal for
            inpatient services.

                  12. Performance of electronic media claiming services to
            Medicare and, at the discretion of the Director, with the
            concurrence of Contractor, other third-parties.

                  13. Software provided by Contractor to reside on hardware to
            be specified and procured by Contractor at no additional cost to
            County for the operation of intelligent workstations for purposes of
            pricing and billing inpatient claims.

                                       14
<PAGE>
            E. Enhanced Outpatient FMCS to LAC+USC, MLK/D, RLA, High Desert
      Hospital (HDH), H/CHC, Childrens' Medical Services (CMS), Childrens'
      Health Disability Program (CHDP), Family Pact (FPACT) and at the
      discretion of the Director with the concurrence of Contractor, to other
      Facilities, the following:

                  1. Contractor shall readily accept County data in electronic
            media, magnetic tape, or hard copies. Contractor shall have access
            to outpatient financial information/folders and shall provide staff
            and materials to photocopy those outpatient accounts records which
            are required by Contractor in the performance of its services.

                  2. Contractor shall provide the following to Facilities:

                        a. A comprehensive audit trail substantiating all
                  Medi-Cal, Medicare, and other third-party billings;

                        b. Detailed written documentation of the systems,
                  methods, and procedures employed by Contractor in producing
                  the Medi-Cal, Medicare, and other third-party billings; such
                  documentation exclusive of software shall be provided upon
                  expiration of the term of this Agreement, should Director so
                  notify Contractor.

                  3. Automation of various management reports as specified by
            Director (Attachment A - MANAGEMENT REPORTS, attached hereto) to be
            provided by Contractor as defined by applicable Facilities
            management.

                                       15
<PAGE>
                  4. Installation, implementation and maintenance of a front-end
            third party resource identification process to review admissions
            against history files.

                  5. Installation of a database on Contractor's mainframe
            processor to accumulate patient account, charge, billing, payment,
            TAR and diagnostic information, which Contractor shall maintain and
            to which Contractor shall allow County's staff access.

                  6. Performance of electronic media claiming to Medi-Cal for
            outpatient services.

                  7. Performance of electronic media claiming services to
            Medicare and, at the discretion of the Director, with the
            concurrence of Contractor, other third-parties.

                  8. Automated posting on a continuing basis of Medi-Cal and
            Medicare remittances and contractual allowances within five (5)
            working days after Contractor's receipt of Remittance Advice tape.

            F. Continuing and ongoing consultant services including
      recommendations relating to the future maintenance and updating of the
      systems, methods and procedures employed by Contractor, and
      recommendations as to how County billings and collections performance
      might be improved; and

            G. Provide continuing support to County, as required to continue
      provision of those services to be performed by Contractor under this
      Agreement, at a comparable level of automation/ efficiency, during any
      planned future financial accounting, patient

                                       16
<PAGE>
      registration, or any other Facility system procured by County and during
      any other system conversions or augmentations.

            H. As may be requested by the Director, with concurrence of
      Contractor, provide continuing and ongoing consultant services including
      recommendations relating to the future maintenance and updating of the
      systems, methods and procedures employed, or to be employed, by Contractor
      in order to respond to information analysis and processing requirements
      associated with County's accommodation to various aspects of managed care
      in such forms as may be implemented, and recommendations and assistance
      relative to billings, collections, and overall financial performance of
      the County.

         7. ACCESS TO INFORMATION: In order for Contractor to perform the
services described in this Exhibit A - STATEMENT OF WORK, Paragraph 5 - SERVICES
TO BE PERFORMED BY CONTRACTOR, County shall cooperate with Contractor by
affording Contractor access to such financial, medical and other operating data
as may be available at any office of County and/or at the appropriate Facility,
as Contractor may reasonably request and as may be allowed by applicable law,
including among other things the following:

            A. Current demographic, admission, and registration data from the
      respective Facility admission and registration system (i.e., HBOC,
      Compucare,etc.) files, as available in magnetic tape form on a monthly or
      more frequent basis;

            B. California Identification (CID) File, as available in magnetic
      tape form on a monthly or more frequent basis;

                                       17
<PAGE>
            C. Welfare Case Management Information System (WCMIS) Files, as
      available in magnetic tape form and on a quarterly or more frequent basis;

            D. Inpatient and ambulatory care monthly self-pay and non-self-pay
      billings as available in magnetic tape form and on a monthly or more
      frequent basis;

            E. Medicare and Medi-Cal Remittance Files on a weekly basis;
      Contractor shall reimburse County for County's cost to reproduce these
      Files for Contractor's use;

            F. Eligibility and enrollment history files on a monthly basis;
      Contractor shall reimburse County for its cost to reproduce these Files
      for Contractor's use;

            G. File layouts for each of the computer files specified in
      Subparagraphs A through F, above, and Subparagraph L below;

            H. Inpatient and ambulatory care self-pay and non-self-pay billing
      folders, as available from the appropriate Facility;

            I. Access to HBOC, and Compucare systems for inquiry purposes;

            J. County patient medical records, for purposes of determining and
      verifying dates of patient service and other diagnosis information
      required for successful completion services referred to in this Exhibit A
      - STATEMENT OF WORK, Paragraph 5 hereinabove;

            K. HBOC, Compucare, or other County contractor patient accounting
      and accounts receivable information in magnetic tape form on a weekly or
      monthly basis, along with associated file layouts;

            L. At the Director's discretion, with concurrence of Contractor, any
      additional files, documents, system access, or information

                                       18
<PAGE>
      deemed appropriate to facilitate performance of the services described in
      this Exhibit A - STATEMENT OF WORK, Paragraph 5 hereinabove.

         8. PROVISION FOR PAYMENT: Subject to the body of this Agreement, County
shall compensate Contractor hereunder as set forth in this Paragraph 7 -
Provision for Payment. The term "payments" as used in this Paragraph 7, includes
cash, credits, transfers, Medi-Cal cost report settlements, and capitation and
premium fees received by the County. The term "payments", as used in this
Paragraph 7, shall not include any Medicare cost report settlements, nor shall
it include any block grant monies, including, but not limited to, SB 855 and AB
1255 funds. Also, subject to the provisions of this Agreement:

            A. The aggregate contingent fee payable to Contractor with respect
      to Medi-Cal, Medicare, commercial insurance, and managed care payments
      received by County as a consequence of this Exhibit A - STATEMENT OF WORK,
      Paragraphs 5A (STPRIR) and 5H (FMCS) shall be negotiated by Director and
      Contractor, but not be greater than twenty-five percent (25% or 0.25) of
      those Medi-Cal, Medicare, commercial insurance, managed care, and
      incremental Medicare bad debt payments received by the County.

            B. The aggregate contingent fee payable to Contractor with respect
      to commercial insurance payments received by County as a consequence of
      this Exhibit A - STATEMENT OF WORK, Paragraph 5B (CIBS) shall be
      negotiated by Director and Contractor, but shall not be greater than seven
      percent (7.0% or 0.07) of commercial insurance payments received by the
      County from CIBS when it is provided to

                                       19
<PAGE>
      only one (1) Facility, and shall not be greater than six and one-half
      percent (6.5% or 0.065) of commercial insurance payments received by the
      County from CIBS when it is provided to only two (2) Facilities, and shall
      not be greater than six percent (6.0% or 0.06) of commercial insurance
      payments received by the County from CIBS provided to three (3) or more
      Facilities; or shall not be greater than eleven percent (11.0% or 0.11) of
      any portion of commercial insurance payments received by the County from
      CIBS provided, at Director's discretion with the concurrence of
      Contractor, to one or more such Facilities under a tier fee structure
      using a lower fee percentage(s) up to a baseline(s).

            C. The aggregate contingent fee payable to Contractor with respect
      to Medi-Cal payments received by County as a consequence of Exhibit A -
      STATEMENT OF WORK, Paragraph 5C (MBFS) shall be negotiated by Director and
      Contractor, but not greater than Three Dollars and Eighty Cents ($3.80)
      for each claim for which the County receives payment.

            Additional fees for Contractor services shall be as follows:

                  1. The aggregate contingent fee payable to Contractor for
            services provided pursuant to Exhibit A - STATEMENT OF WORK,
            Paragraph 5.C.4, shall be negotiated by Director and Contractor but
            shall be no greater than Twelve and one-half percent (12.5% or
            0.125) of inpatient Medi-Cal and Medicare payments received by
            County, and shall be no greater than Twenty-five percent(25.0% or
            0.25) of outpatient Medi-Cal and Medicare payments received by
            County.

                                       20
<PAGE>
                  2. The aggregate contingent fee payable to Contractor for
            services provided pursuant to Exhibit A - STATEMENT OF WORK,
            Paragraph 5.C.5, shall be negotiated by Director and Contractor but
            shall be no greater than Twenty-five Cents ($0.25) for each
            transaction.

                  3. The aggregate fee payable to Contractor for services
            provided pursuant to Exhibit A - STATEMENT OF WORK, Paragraph 5.C.6,
            shall be negotiated by Director and Contractor but shall be no
            greater than One Hundred Ten Dollars ($110.00) per hour for time and
            material charge for County requested programming of Contractor's
            system to customize reports or claims processing.

                  4. The aggregate fee payable to Contractor for services
            provided pursuant to Exhibit A - STATEMENT OF WORK, Paragraph 5.C.7,
            shall be negotiated by Director and Contractor but shall be no
            greater than Two Thousand Five Hundred Dollars ($2,500) for
            installation of each additional County requested electronic billing
            work station.

                  5. The aggregate contingent fee payable to Contractor with
            respect to Medicare payments received by County as a consequence of
            Exhibit A - STATEMENT OF WORK, Paragraph 5.C.9 shall be negotiated
            by Director and Contractor, but shall not be greater than Two
            Dollars and Twenty-Five Cents ($2.25) for each claim for which the
            County receives payment.

                  6. Contractor hereby agrees the services to be provided
            pursuant to Exhibit A - STATEMENT OF WORK, Paragraphs 5.C.10 shall
            be at no cost (free of charge) to County.

                                       21
<PAGE>
            D. The applicable contingent fees payable to Contractor pursuant to
      Exhibit A - Statement of Work, Paragraph 5D (FMCS - INPATIENT) hereinabove
      and Attachments A, B and C, all attached hereto, shall be negotiated by
      Director and Contractor but be no greater than as follows:

                  1. RLA: Fees for FMCS shall be no greater than three percent
            (3.0% or 0.03) of inpatient Medi-Cal and Medicare payments received
            by County.

                    The maximum fee payable to Contractor by County for
            provision of FMCS when comprehensive inpatient billing and follow-up
            services are performed by Contractor Staff, and RLA is also
            utilizing Contractor's outpatient FMCS, for the twelve (12) month
            period beginning July 1, 1999 and for each subsequent twelve month
            period(s) thereafter for the duration of this Agreement shall not
            exceed Four-Hundred Fifty-Thousand dollars ($450,000), prorated for
            partial fiscal year implementation.

                  The maximum fee payable to Contractor by County for provision
            of FMCS at RLA when billing and follow-up activities are performed
            by RLA Staff shall be no greater than one and seven-tenths percent
            (1.7% or .017) of inpatient Medi-Cal and Medicare payments received
            by the County, provided that such FMCS are provided for a minimum of
            twenty-four months.

                  2. LAC+USC, H/UCLA, MLK/D, OV/UCLA, and HDH: Fees shall be no
            greater than one and seven-tenths percent (1.7% or 0.017) of
            inpatient Medi-Cal and Medicare payments received by County.

                                       22
<PAGE>
                  The maximum fee payable to Contractor by County for provision
            of FMCS at LAC+USC for the twelve (12) month period beginning July
            1, 1999 and for each subsequent twelve month period(s) thereafter
            for the duration of this Agreement shall not exceed Six Hundred
            Thousand Dollars ($600,000), prorated for partial fiscal year
            implementation.

                  The maximum fee payable to Contractor by County for provision
            of FMCS at LAC+USC and MLK/D for the twelve (12) month period
            beginning July 1, 1999 and for each subsequent twelve month
            period(s) thereafter for the duration of this Agreement shall not
            exceed One Million Dollars ($1,000,000), prorated for partial fiscal
            year implementation.

                  The maximum fee payable to Contractor by County for provision
            of FMCS at LAC+USC, MLK/D, and RLA for the twelve (12) month period
            beginning July 1, 1999 and for each subsequent twelve month
            period(s) thereafter for the duration of this Agreement shall not
            exceed One Million Four Hundred Thousand Dollars ($1,400,000),
            prorated for partial fiscal year implementation.

                  The maximum fee payable to Contractor by County for provision
            of FMCS at LAC+USC, MLK/D, RLAMC, and HDH for the twelve (12) month
            period beginning July 1, 1999 and for each subsequent twelve month
            period(s) thereafter for the duration of this Agreement shall not
            exceed One Million Six Hundred Thousand Dollars ($1,600,000),
            prorated for partial fiscal year implementation.

                                       23
<PAGE>
                  The maximum fee payable to Contractor by County for provision
            of FMCS at LAC+USC, MLK/D, RLAMC, HDH, and H/UCLA for the twelve
            (12) month period beginning July 1, 1999 and for each subsequent
            twelve month period(s) thereafter for the duration of this Agreement
            shall not exceed Two Million Dollars ($2,000,000), prorated for
            partial fiscal year implementation.

                  The maximum fee payable to Contractor by County for provision
            of FMCS at LAC+USC, MLK/D, RLAMC, HDH, H/UCLA, and OV/UCLA for the
            twelve (12) month period beginning July 1, 1999 and for each
            subsequent twelve month period(s) thereafter for the duration of
            this Agreement shall not exceed Two Million Two Hundred Thousand
            dollars ($2,200,000), prorated for partial fiscal year
            implementation.

                  The maximum fee payable to Contractor by County for provision
            of FMCS at the Consolidated Business Office (CBO) for LAC+USC, MLK/D
            and HDH for the twelve (12) month period beginning July 1, 1999 and
            for each subsequent twelve month period(s) thereafter for the
            duration of this Agreement shall not exceed One Million Dollars
            ($1,000,000), and shall increase an additional Two Hundred Thousand
            Dollars ($200,000) for each additional Facility added to the CBO for
            up to a maximum of One Million Five Hundred Thousand Dollars
            ($1,500,000) for all Facilities, prorated for partial fiscal year
            implementation.

                  3. The maximum fees payable to Contractor under each of the
            payment provisions described in Subparagraph D 1 and D 2 hereinabove
            shall be increased by not greater than fifteen

                                       24
<PAGE>
            percent (15% or 0.15) if, at the Director's discretion and with the
            concurrence of Contractor, DMS as described in Attachment B attached
            hereto, is provided to the applicable Facility/Facilities.

                  4. The applicable contingent fees payable to Contractor for
            services provided pursuant Paragraph 5E (FMCS - OUTPATIENT)
            hereinabove shall be negotiated by Director and Contractor but shall
            be no greater than as follows:

                        a. Fees shall be no greater than eleven percent (11.0%)
                  of outpatient Medi-Cal, Medicare, CHDP, FPACT, CMS, and other
                  publicly funded program payments received by County.

                        b. Fees shall be no greater than ten percent (10% or
                  0.10) of outpatient Medi-Cal, Medicare, CMS, and other
                  publicly funded program payments received by County if, at
                  Director's discretion, with concurrence of Contractor,
                  outpatient FMCS is provided to LAC+USC, MLK/D, HDH, RLA,
                  Harbor/UCLA Medical Center (H/UCLA), Olive View/UCLA Medical
                  Center (OV/UCLA), and H/CHC.

                        c. Fees for CHDP and FPACT will, at the Director's
                  Discretion with Contractor concurrence, be reduced to no
                  greater than seven percent (7.0% or .07) of payments received
                  by County up to an agreed upon baseline(s).

            E. Contractor hereby agrees that should it become necessary, due to
      a temporary failure of Contractor to provide adequate FMCS system or
      support services, for County to bill inpatient Medi-Cal or Medicare
      accounts through alternate means other than FMCS, that

                                       25
<PAGE>
      Contractor shall not be entitled to receive any fees specified in this
      Paragraph 7 for claims submitted for payment through such alternative
      means and the maximum fee payable to Contractor shall be reduced on a
      prorated basis for the number of weeks the temporary failure exists as a
      proportion of annual maximum fee.

            F. All amounts payable to Contractor pursuant to this Paragraph 7
      will be paid by County to Contractor within a reasonable period of time
      following County's receipt of complete and correct payments for the
      billings generated by Contractor from Medi-Cal, Medicare and/or commercial
      insurance payers, etc. All amounts payable to Contractor pursuant to this
      Paragraph 7 will be paid by County to Contractor within a reasonable
      period of time following County's receipt of an invoice detailing the
      inpatient payments received from Medi-Cal and Medicare during the prior
      month. In no case shall County pay to Contractor any amounts pursuant to
      this Paragraph 7 for any Medi-Cal or Medicare payments received by
      Facilities prior to date of commencement of this Agreement or subsequent
      to the effective date of discontinuance or termination of such services.

            G. Contractor hereby agrees that any payments made by County to
      Contractor for services originally approved by Medi-Cal, Medicare and/or
      commercial insurance payers, etc., and later disallowed in audit or
      otherwise recouped by the payer or its intermediary, shall be repaid. All
      refund payments to be made by Contractor shall be due and payable by
      Contractor upon Contractor's receipt of an itemized invoice indicating the
      specific nature and amount of the audit disallowance(s) and/or
      recoupment(s) and affirming County's

                                       26
<PAGE>
      intention to immediately repay any disallowances to Medi-Cal, Medicare
      and/or commercial insurance payer(s), etc. If Contractor fails to
      reimburse County, County may, at its discretion, deduct such amount from
      future payments to Contractor. In this regard, Contractor shall be
      relieved of its responsibilities under this Paragraph 7 if County shall
      not have notified Contractor of any audit disallowances and/or recoupment
      within one hundred and eighty (180) days of County's receipt of any final
      disallowance report and/or recoupment notification or within six (6) years
      of the date of the payment of the Medi-Cal, Medicare and/or commercial
      insurance, etc., claim to County.

            H. County shall be liable to Contractor with regard to amounts
      payable to Contractor for services performed hereunder only insofar as the
      bills processed and approved by Medi-Cal, Medicare, and/or commercial
      insurance payer(s), etc., cover County self-pay and non-self-pay patients
      as specified in Paragraph 4B.

            I. Contractor hereby agrees the services to be provided pursuant to
      Exhibit A - STATEMENT OF WORK, Paragraphs 5F and 5G shall be at no cost
      (free of charge) to County.

            J. Contractor also agrees to maintain records sufficient to document
      all billings submitted and inpatient admissions monitored as part of this
      project, separating Medi-Cal, Medicare, and various commercial insurance
      payer billings, which records shall serve as the basis of the computations
      required pursuant to this Paragraph 7 and which records shall contain the
      following information:

            (1) Accounts billed/monitored;

                                       27
<PAGE>
            (2) Invoice/control numbers of all billings submitted;

            (3) Dates of billings;

            (4) Amounts paid to County, by invoice/control number;

            (5) Dates of payments to County;

            (6) Amounts due to Contractor; and

            (7) Dates of payments to Contractor by County.

            County shall cooperate in providing Contractor with access to the
      information necessary for Contractor to maintain such ledgers and
      Contractor shall make such ledgers available to County for its inspection.

            K. Contractor also agrees to submit sufficient documentation with
      all invoices pursuant to this Paragraph 7 which shall include the
      following information:

            (1) Invoice/control numbers of all billings submitted;

            (2) Dates of billings;

            (3) Description of the product(s) or service(s) acquired;

            (4) Quantity/deliverable and price of each product or service;

            (5) Dates of acquisition/service;

            (6) Amounts due to Contractor; and

            (7) Copies of County's written authorization, third-party receipts,
      third-party invoices, and/or other documentation.

         8. ADDITIONAL COVENANTS OF CONTRACTOR: In performing the services
described in this Exhibit A - STATEMENT OF WORK, Contractor shall:

            A. Use reasonable care to avoid duplicate invoicing;

            B. If so requested in advance by County, return all the material
      provided by County pursuant to Exhibit A - STATEMENT OF WORK,

                                       28
<PAGE>
      Paragraph 6 - Access to Information promptly and in the same condition and
      sequence in which received;

            C. Respect the confidential nature of all information with regard to
      County patient and Hospital financial records. Contractor contractually
      recognizes the confidentiality of all County patient data and therefore,
      shall obtain/extract only that information needed to discover and generate
      required third-party and commercial insurance, etc., billing information.
      All such collected information shall remain the property of County;

            D. Upon termination of Agreement, if so requested by the Director,
      Contractor shall provide County, in a format designated by the Director,
      with the data currently maintained in performance of services under this
      Agreement in accordance with Exhibit A - STATEMENT OF WORK, Paragraph 5.

            E. Have no contact whatsoever with any of the patients of County's
      Facilities, without the prior written consent of the Director, during the
      course of Contractor's performance of any of the services in this
      Agreement.

                                       29
<PAGE>
                                  ATTACHMENT A

                               MANAGEMENT REPORTS

A.       MBFS REPORTS AND REPORT FREQUENCY - The following list of management
         reports shall be the minimum provided by Contractor as part of Exhibit
         A - STATEMENT OF WORK for MBFS. Detailed report contents and format are
         to be approved by County.

         1.       Denials Report (Weekly).

         2.       Inquiry Sent - No response - 60 Days Report (Weekly).

         3.       Suspended Claims - Greater Than 60 Days Report (Weekly).

         4.       Incorrectly Paid Accounts Reports (Weekly).

         5.       Pending Payment Status Report (Monthly).

         6.       Administrative Appeals Report (Monthly).

         7.       Management Summary Report (Monthly).

         8.       Outpatient Denials Report (Monthly).

         9.       Outpatient Pending Payment Status Report (Monthly).

         10.      Requested Information Status Report (Monthly).

                  Weekly reports shall be received by Facilities no later than
         five (5) working days from the scheduled Fiscal Intermediary transfer
         date to the State Controller's Office. Contractor shall promptly notify
         Count of any unexpected delays (i.e., RA tapes delayed by Fiscal
         Intermediary, RA tapes invalid, etc.)

                  Monthly report shall be received by Facilities no later than
         seven (7) working days following the end of the preceding month.

                  B. The following list of management reports shall be the
         minimum provided by Contractor as part of Exhibit A - STATEMENT OF WORK
         for FMCS. Detailed report contents and format are to be approved by
         County.

         1.       Days in Accounts Receivables by Carrier Code Monthly and by
                  Hospital.

         2.       Summary of Accounts Receivable Balances and Monthly Accounts
                  by Carrier Code by Billed and Unbilled by Hospital.
<PAGE>
         3.       Summary of Charges, Collections, Adjustments Monthly and
                  Accounts Receivable Balances by Program.

         4.       Detail Listing of Accounts Receivable sorted As Needed by
                  Carrier Code, Name, PF Number, Admission Date, Discharge Date
                  or Balance.

         5.       Summary of Charges and Net Revenue by Medical Monthly Service
                  (ward or clinic).

         6.       Medi-Cal and Medicare Collections by Year of Monthly Services
                  by Inpatient and Outpatient Activity.

         7.       Detail Summary of Medi-Cal and Medicare Monthly Remittances
                  Advices.

         8.       Medi-Cal and Medicare Denials/Mailbacks by Monthly Error Type.

         9.       Accounts Receivable match to Medicare and Monthly Medi- Cal
                  history files by designated Carrier Codes, listed by account.

         10.      Summary of Days and Charges Billed by Carrier As Needed Code.
                  (To be developed following implementation of price
                  workstations.)

Note:             (1)  Specific due dates of reports to be determined by the
                  Facility and Contractor.

                  (2)  Source of data to be specified by the Facility.

                                       2
<PAGE>
                                  ATTACHMENT B

                           DOCUMENT MANAGEMENT SYSTEM

A.       INPATIENT PRE-BILLING

         The following outlines the minimum services to be provided as functions
         of the installation and maintenance of the Document Management System
         at the applicable Facility inpatient pre billing areas.

         1.       Perform a process flow analysis of the inpatient prebilling
                  area.

         2.       Install DMS workstations and supporting software to provide
                  on-line update, inquiry and reporting capabilities.

         3.       Provide reports, the contents and format of which are to be
                  approved by County; thereafter, Contractor will install an ad
                  hoc report writer if so requested by County.

         4.       Install DMS workstations which allow data entry via barcode
                  scanning or via keyboard entry and provide a visual display of
                  menus and data. Menus must be return specific for the function
                  of the workstation rather than generic menus for all
                  workstations.

         5.       Provide for the use of the bar-code labels which can be
                  randomly associated with files, documents or data.

         6.       Provide for association of bar-codes to other bar-codes to
                  enable independent simultaneously gathered data to be
                  consolidated at a future date.

         7.       Provide the ability to track and control billing folders,
                  billing instructions and other related information in the
                  inpatient prebilling area.
<PAGE>
                                  ATTACHMENT B

                     DOCUMENT MANAGEMENT SYSTEM (continued)

         8.       Provide for maintaining and reporting, at a minimum, the
                  patient name, patient file number, billing number, admission
                  date, third party resource code (carrier code), days of
                  service, case value, PFS assignment, current location,
                  completed processing steps, duration of residence at each
                  location, and key documents contained in the billing file.

         9.       Provide summary reports by each type of carrier code.

         10.      Develop target processing times, using an elapsed time method,
                  between milestones established for each case type.

         11.      Provide the ability to establish a priority designation for
                  any case (file or document) in the system such as a Medi-Cal
                  case approaching the statute of limitations for billing.

         12.      Provide on-site training of County's staff in the use of DMS
                  in the inpatient prebilling area.

                  B.       FACILITIES

                  The following outlines the minimum services to be provided as
                  functions of the installation, implementation, and maintenance
                  of the Document Management System from admitting to billing of
                  the account throughout the applicable Facilities.

                  1.       Perform a process flow analysis of the PFS and
                           Billing areas.

                  2.       Install DMS workstations and supporting software to
                           provide on-line update, inquiry and reporting
                           capabilities.

                  3.       Provide reports, the contents and format, of which
                           are to be approved by the County; thereafter,
                           Contractor will install an ad hoc report writer if so
                           requested by County.

                                       2
<PAGE>
                                  ATTACHMENT B

                     DOCUMENT MANAGEMENT SYSTEM (continued)


                  4.       Install DMS workstations which allow data entry via
                           bar-code scanning or via keyboard entry and provide a
                           visual display of menus and data. Menus must be
                           return specific for the function of the workstation
                           rather than generic menus for all workstations.

                  5.       Provide for the use of the bar-code labels which can
                           be randomly associated with files, documents or data.

                  6.       Provide for association of bar-codes to other
                           bar-codes to enable independent simultaneously
                           gathered data to be consolidated at a future date.

                  7.       Provide for maintaining and reporting, at a minimum,
                           the patient name, patient file number, billing
                           number, admission date, third party resource code
                           (carrier code), days of service, case value, PFS
                           assignment, current location, completed processing
                           steps, duration of residence at each location, and
                           key documents contained in the billing file.

                  8.       Provide summary reports of each type of carrier code.

                  9.       Develop target processing times, using an elapsed
                           time method, between milestones established for each
                           case type.

                  10.      Provide the ability to establish a priority
                           designation for any case (file or document) in the
                           system such as a Medi-Cal case approaching the
                           statute of limitations for billing.

                  11.      Provide on-site training of County's staff in the use
                           of DMS in all relevant areas.

                                       3
<PAGE>
                                  ATTACHMENT C

             ADDITIONAL FINANCIAL MANAGEMENT AND CONSULTING SERVICES

A.       County hereby authorizes, at the discretion of Director, with
         concurrence of Contractor, expansion of services to be provided by
         Contractor to Facilities pursuant to Exhibit A - STATEMENT OF WORK,
         Paragraph 4B of this Agreement. This paragraph states, in part:

           "Director will, in his sole discretion, refer accounts to Contractor,
           throughout the term of this Agreement, identified as self-pay and
           determined to have partially or fully unpaid balances by the County,
           or identified by the County as non-self-pay, whether billed or
           unbilled as having third-party coverage (i.e., Medi-Cal, Medicare,
           commercial insurance, etc.) and then rejected for payment or
           otherwise not paid, and other types of accounts, and/or from
           different automated systems than herein specified. Notwithstanding
           the above, County reserves the right for the Director to restrict
           specific accounts or account types from referral to Contractor.
           Director will, at his sole discretion, provide Contractor all
           pertinent data related to referred accounts."

Accordingly, Contractor may proceed to expand the services currently provided as
follows:

1.       Expanded Scope of Work: CONTRACTOR shall provide the revised services
         as outlined below, at the discretion of Director with the concurrence
         of Contractor, to Facilities.

2.       Project Term: These revised services shall be provided from the initial
         effective date of this Agreement until directed to discontinue such
         services by Director or until this Agreement terminates.

3.       Work to be Performed: The work to be performed by Contractor shall
         include the following:

         A.       Unbilled Inpatient and Outpatient Accounts
<PAGE>
                                  ATTACHMENT C

                           ADDITIONAL FMCS (continued)


                  (1)      Research unbilled accounts on the HBOC Accounts
                           Receivable (A/R) System and Collectors Accounts (C/A)
                           System that meet the following criteria:

                           (a)      Inpatient and outpatient accounts that have
                                    been classified as having third-party
                                    coverage after the date of patient discharge
                                    (inpatient) or patient service (outpatient),
                                    and

                           (b)      Inpatient and outpatient accounts that have
                                    been classified as self-pay after the date
                                    of patient discharge (inpatient) or patient
                                    service (outpatient).

                  (2)      Identify third party coverage for unbilled accounts
                           (excluding those assigned by County to other contract
                           service providers).

                  (3)      Prepare Medicare, Medi-Cal and commercial insurance
                           billings and submit to the appropriate intermediary.

                  (4)      Research all accounts on the HBOC A/R and C/A systems
                           with discharge or service dates prior to an agreed
                           upon date for each Facility, except those accounts
                           being processed by other contract agencies.

                           (a)      Identify payment eligibility or appropriate
                                    disposition of these accounts.

                           (b)      Provide an initial status report on these
                                    accounts by the effective date of this
                                    Agreement identifying probable recoverable
                                    amounts and apparent reasons for the
                                    accounts to be remaining on A/R.

                           (c)      Prepare Medicare, Medi-Cal or commercial
                                    insurance billings to the appropriate
                                    intermediary, if eligibility exists.

                                       2
<PAGE>
                                  ATTACHMENT C

                           ADDITIONAL FMCS (continued)

                           (d)      Recommend other appropriate disposition of
                                    these accounts to Facility staff, if no
                                    payment eligibility can be determined.

                  (5)      Research and resubmit claims billed by Contractor
                           which are suspended or denied by the fiscal
                           intermediary (i.e., complete and return RTD's, CIF's,
                           etc.).

                  (6)      Provide payment posting detail for accounts that have
                           been billed by Contractor and subsequently paid.
                           Input this detail to HBOC as posting transactions
                           (i.e., "K" cards) and, as necessary, correct and
                           resubmit unmatched items.

                  (7)      Establish a payment tracking process on the accounts
                           billed by Contractor to identify amounts billed and
                           amounts collected. Provide an accounts aging report
                           for the accounts billed by Contractor.

         B.       Billed and Unpaid Inpatient and Outpatient Accounts

                  (1)      Research accounts on the HBOC A/R system which have
                           been billed and remain unpaid at least 90 days after
                           billing.

                  (2)      Follow-up on the aforementioned billed accounts
                           (excluding those assigned to QMA, USCB or other
                           contract service providers) to determine why they
                           have not been paid.

                  (3)      Correct any deficiencies on the billed accounts,
                           prepare revised Medicare, Medi-Cal and commercial
                           insurance billings and resubmit to the appropriate
                           intermediary for payment.

                  (4)      Follow-up on the billed and unpaid accounts to
                           identify those that have been paid but not deleted
                           from the HBOC A/R system.

                                       3
<PAGE>
                                  ATTACHMENT C

                           ADDITIONAL FMCS (continued)

                  (5)      Prepare a listing of the accounts to be referred to
                           the Treasurer and Tax Collector (TTC) or an Outside
                           Collection Agency (OCA) based on criteria to be
                           established by Facility staff.

                  (6)      Obtain Facility concurrence on the referral list and
                           prepare a referral report for TTC and/or the CCA.

                  (7)      Prepare automated transactions to delete the accounts
                           to be referred from the HBOC A/R system.

                  (8)      Identify payment information on accounts that have
                           been paid.

         C.       Provide appropriate records and details for audit follow-up
                  and review in accordance with requirements to be defined by
                  Facility staff.

B.       SCOPE AND IMPLEMENTATION SCHEDULE

         The following outlines the minimum services (additional to prior FMCS
         services) to be provided to a Facility as a function of the
         installation, implementation, and maintenance of Enhanced FMCS and the
         maximum time periods allotted to complete installation and
         implementation of the various service components.

         1.       Upgrade FMCS billing system to enhanced FMCS.

                  a.       Installation and implementation of the FMCS enhanced
                           system onto a Novell Local Area Network (LAN)
                           providing access to on all hardware capable of
                           performing billing functions within 120 days of the
                           effective date of this Agreement.

                  b.       Installation and implementation of the upgraded
                           Medi-Cal billing system including operation of the
                           Novell LAN. Features to include at a minimum:

                           1.       Key-in claim functionality including ability
                                    to submit claims on a weekly basis to the
                                    fiscal intermediary.

                                       4
<PAGE>
                                  ATTACHMENT C

                           ADDITIONAL FMCS (continued)

            2.    Ability to generate paper claims on the standard Medi-Cal
                  claim format for any other payers for which a unique carrier
                  code/financial class code is provided.

            3.    Mother/Baby account on-line linking

            4.    Worker assignment ability

            5.    Worker productivity reporting ability

         c. Re-Engineer FMCS to enable direct automated billing independent of
            the Document Management System (DMS) interface.

2.       Develop Compucare to DMS electronic interface at applicable Facility.

         a. Installation and implementation to be completed within 120 days of
            the effective date of this Agreement.

         b. Develop an interface (one-way) to accept Admission, Discharge, and
            Transfer information from Compucare.

3.       Develop FMCS at applicable Facility UR/TAR interface

         a. Installation and implementation to be completed within 120 days of
            the effective date of this Agreement.

         b. Develop an interface (one-way) to electronically load TAR specific
            information into enhanced FMCS (to reduce the need for manual key
            entry) from the applicable Facility UR/TAR system.

4.       Develop and Implement Automated Batch Updating to HBOC.

         Develop an HMS to microcomputer based automated batch update function
         to facilitate posting of billing related information (i.e, billing
         "flags", billing notes, insurance carrier changes, etc.) to the
         financial system data files.

                                       5
<PAGE>
                                  ATTACHMENT C

                           ADDITIONAL FMCS (continued)


5.       Enhanced Ongoing Support Provision of 1,615 hours of support during the
         contract period for the following functions.

         a. On-Site enhanced FMCS training

         b. Support for enhanced FMCS functionality enhancements.

         c. Support for the Compucare/DMS and FMCS/UR-TAR interface activities.

         d. Support for the any conversions affecting HBOC.

         e. Support for other FMCS related system conversions.

         f. Additional FMCS report development to meet Facility needs.

         g. Additional DMS report development to meet Facility needs.

6.       Provision (at County's election) of any and all new releases/ versions
         and/or products of HMS billing systems/services, which are offered or
         provided to other HMS clients with similar billing and/or account
         management needs/requirements, to the County at no cost.

                                       6
<PAGE>
                                  ATTACHMENT D
                                COUNTY FACILITIES

                                   North/East

<TABLE>
<S>                                                         <C>
LAC+USC Medical Center                                      Monrovia Health Center
1200 North State Street                                     330 West Maple Avenue
Los Angeles, CA  90033                                      Monrovia, CA  91016

Azusa Health Center                                         Pico Rivera Health Center
150 North Azusa Avenue                                      6336 South Passons Blvd.
Azusa, CA  91702                                            Pico Rivera, CA  90661

Central Health Center                                       Roybal Comprehensive Health Center
241 North Figueroa Street                                   245 S. Fetterly Ave.
Los Angeles, CA  90012                                      Los Angeles, CA  90022

El Monte Comprehensive Health Center                        Whittier Health Center
10953 Ramona Blvd.                                          7643 S. Painter Avenue
El Monte, CA  91731                                         Whittier, CA  90602

La Puente Health Center
15930 Central Avenue
La Puente, CA  91744
</TABLE>

                                     Coastal

<TABLE>
<S>                                                         <C>
Harbor/UCLA Medical Center                                  Long Beach CHC
1000 West Carson                                            1333 Chestnut Avenue
Torrance, CA  90509                                         Long Beach, CA  90813

Avalon Health Center                                        Norwalk Health Center
215 Summer Avenue                                           12360 East Firestone Boulevard
Catalina Island, CA  90704                                  Norwalk, CA 90650

Bellflower Health Center                                    Torrance Health Center
10005 East Flower Street                                    2300 Carson Street
Bellflower, CA  90202                                       Torrance, CA 90501

Harbor Health Center                                        Wilmington Health Center
122 West Eighth Street                                      1325 Broad Avenue
San Pedro, CA  90731                                        Wilmington, CA  90744

Hawaiian Gardens Health Center
22310 Wardham Street
Hawaiian Gardens, CA  90716
</TABLE>
<PAGE>
                            ATTACHMENT D (CONTINUED)

                                   South/West
<TABLE>
<S>                                                         <C>
Martin Luther King Jr./Drew Medical Center                  Imperial Heights Health Center
12021 South Wilmington Avenue                               10616 South Western Avenue
Los Angeles, CA  90059                                      Los Angeles, CA  90047

Rancho Los Amigos Medical Center                            Lawndale Health Center
7601 East Imperial Highway                                  14616 South Grevillea Avenue
Downey, CA 90242                                            Lawndale, CA  90260

Compton Health Center                                       North Hollywood Health Center
300 East Rosecrans Boulevard                                5300 Tujunga Avenue
Compton, CA  90221                                          North Hollywood, CA 90301

Florence/Firestone Health Center                            San Antonio Health Center
8019 South Compton Avenue                                   6538 Miles Avenue
Los Angeles, CA  90001                                      Huntington Park, CA  90256

H. Claude Hudson Comprehensive Health Center                South Health Center
2829 South Grand Avenue                                     1522 East 102nd Street
Los Angeles, CA 90007                                       Los Angeles, CA  90002

Hubert H. Humphrey Comprehensive Health Center
5850 S. Main Street
Los Angeles, CA  90003
</TABLE>

                               San Fernando Valley
<TABLE>
<S>                                                         <C>
Olive View/UCLA Medical Center                              Pacoima Health Center
14445 Olive View Drive                                      13300 Van Nuys Boulevard
Sylmar, CA  91342                                           Pacoima, CA  91331

Burbank Health Center                                       San Fernando Health Center
1101 West Magnolia Blvd.                                    300 North Brand Avenue
Burbank, CA  91506                                          San Fernando, CA  91340

Glendale Health Center                                      Tujunga Health Center
501 North Glendale Avenue                                   7747 Foothill Boulevard
Glendale, CA  91206                                         Tujunga, CA  91402

Mid-Valley Comprehensive Health Center
7515 Van Nuys Blvd.
Van Nuys, CA  91405
</TABLE>

                                       2
<PAGE>
                            ATTACHMENT D (CONTINUED)

                                 ANTELOPE VALLEY
<TABLE>
<S>                                                         <C>
High Desert Hospital                                         Antelope Valley Health Center
4449 N. 60th Street West                                     335- B East Avenue K6
Lancaster, CA  93536                                         Lancaster, CA  93535
</TABLE>

                                       3

<PAGE>
                                  ATTACHMENT E

                               CONTRACTOR EMPLOYEE
                  ACKNOWLEDGMENT AND CONFIDENTIALITY AGREEMENT

PROJECT NAME ___________________________________________________________________

CONTRACTOR/EMPLOYER NAME________________________________________________________

CONTRACT NUMBER ________________________________________________________________

GENERAL INFORMATION:

Your employer referenced above has entered into a contract with the County of
Los Angeles to provide certain services to the County. The County requires your
signature on this Contractor Employee Acknowledgment and Confidentiality
Agreement.

EMPLOYEE ACKNOWLEDGMENT:

I understand and agree that the Contractor referenced above is my sole employer
for purposes of the above-referenced Contract. I understand and agree that I
must rely exclusively upon my employer for payment of salary and any and all
other benefits payable to me or on behalf by virtue of my performance of work
under the above-referenced Contract.

I understand and agree that I am not an employee of the County of Los Angeles
for any purpose whatsoever and that I do not have and will not acquire any
rights or benefits of any kind from the County of Los Angeles by virtue of my
performance of work under the above-referenced Contract. I understand and agree
that I do not have and will not acquire any rights or benefits from the County
of Los Angeles pursuant to any Agreement between any person or entity and the
County of Los Angeles.

CONFIDENTIALITY AGREEMENT:

You may be involved with work pertaining to services provided by the County of
Los Angeles and, if so, you may have access to confidential data and information
pertaining to persons and/or entities receiving services from the County. In
addition, you may also have access to proprietary information supplied by other
vendors doing business with the County of Los Angeles. The County has a legal
obligation to protect all such confidential data and information in its
possession, especially data and information concerning health, criminal, and
welfare recipient records. If you are to be involved in County work, the County
must ensure that you, too, will protect the confidentiality of such data and
information. Consequently, you must sign this Agreement as a condition of your
work to be provided by your employer for the County. Please read this Agreement
and take due time to consider it prior to signing.

I hereby agree that I will not divulge to any unauthorized person any data or
information obtained while performing work pursuant to the above-referenced
Contract between my employer and the County of Los Angeles. I agree to forward
all requests for the release of any data or information received by me to my
immediate supervisor.

I agree to keep confidential all health, criminal, and welfare recipient records
and all data and information pertaining to persons and/or entities receiving
services from the County, design concepts, algorithms, programs, formats,
documentation, vendor proprietary information, and all other original materials
produced, created, or provided to or by me under the above-referenced Contract.
I agree to protect these confidential materials against disclosure to other than
my employer or County employees who have a need to know the information. I agree
that if proprietary information supplied by other County vendors is provided to
me during this employment, I shall keep such information confidential.

I agree to report to my immediate supervisor any and all violations of the
contract by myself and/or by any other person of which I become aware. I agree
to return all confidential materials to my immediate supervisor upon completion
of this contract, or termination of my employment with my employer, whichever
occurs first.

I acknowledge that violation of this Agreement will subject me to civil and/or
criminal action and that the County of Los Angeles may seek all possible legal
redress.

NAME:      _________________________________
                                              (Signature)

NAME:      _________________________________    DATE:___/___/___
                                                (Print)

POSITION:  _______________________________

DISCUSSED WITH EMPLOYEE (SUPERVISOR NAME): _____________________________________
                                                                    (Signature)


NAME:      _________________________________    DATE:___/___/___
                                                (Print)

POSITION:  _______________________________

c:    HMS Project Manager
      Director of County Department of Health Service