<PAGE>

                                                                     EXHIBIT 4.1

The following exhibit is a form of Second Amended and Restated Convertible
Promissory Note ("Note") representing the Notes listed below. The terms of the
Notes are identical other than the principal amount.

1)       Second Amended and Restated Convertible Promissory Note of Health Plan
         Services Corporation in the Principal Amount of $1,378,795.00, dated
         March 31, 2003, payable to Centra Benefit Services, Inc.

2)       Second Amended and Restated Convertible Promissory Note of Health Plan
         Services Corporation in the Principal Amount of $259,172.00, dated
         March 31, 2003, payable to Centra Benefit Services, Inc.

3)       Second Benefit and Restated Convertible Promissory Note of Health Plan
         Services Corporation in the Principal Amount of $259,172.00 dated March
         31, 2003, payable to Centra Benefit Services, Inc.

4)       Second Amended and Restated Convertible Promissory Note of Health Plan
         Services Corporation in the Principal Amount of $124,403.00, dated
         March 31, 2003, payable to Centra Benefit Services, Inc.

5)       Second Amended and Restated Convertible Promissory Note of Health Plan
         Services Corporation in the Principal Amount of $51,834.00, dated March
         31, 2003, payable to Centra Benefit Services, Inc.

6)       Second Amended and Restated Convertible Promissory Note of Health Plan
         Services Corporation in the Principal Amount of $64,124.00, dated March
         31, 2003, payable to Centra Benefit Services, Inc.

<PAGE>

SECOND AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE
-------------------------------------------------------

$1,378,795.00                                             Bloomington, Minnesota
                                                                  March 31, 2003

         FOR VALUE RECEIVED, the undersigned (the "Company") promises to pay to
the order of Centra Benefit Services, Inc. (the "Holder") the principal sum of
ONE MILLION THREE HUNDRED SEVENTY-EIGHT THOUSAND SEVEN HUNDRED NINETY-FIVE
DOLLARS AND NO CENTS ($1,378,795.00). All sums are payable by personal delivery
or by mail at 7803 Glenroy Road, Suite 300, Bloomington, Minnesota 55439, Attn.
Michael T. Davies, or at such other address as the Holder may designate in
writing.

         This Note amends and restates, without interruption or novation, the
indebtedness evidenced by that certain Convertible Promissory Note dated June
16, 1998 which was amended and restated on April 12, 2002 and is referred to in
the Subscription and Contribution Agreement (the "Subscription Agreement") dated
June 16, 1998 by and among HealthPlan Services, Inc. ("HPS") and CENTRA Benefit
Services, Inc. (this Note, together with the various other notes specified in
the Subscription Agreement and listed on Schedule 1 hereto, each of which were
also amended and restated on April 12, 2002, are herein referred to as the
"Original Notes"). Upon the execution and delivery of this Note the Original
Notes as amended and restated on April 12, 2002 will be returned to the
undersigned for cancellation and shall have no further force or validity.

         1. Interest. The principal obligation evidenced by this Note shall bear
interest at the rate of six percent (6%) per annum. Interest shall be due and
payable as described below.

         2. Principal and Interest Payments. The principal balance of this Note
and accrued interest shall be paid as follows:

                  (a) Compound interest shall accrue monthly, and shall be paid
         on a quarterly basis, commencing on March 31, 2003, in in-kind shares
         of the Company's Common Stock, $.01 par value per share (the "Common
         Stock"), the number of which will be determined by dividing the amount
         of interest accrued for the quarter by the average trading price of the
         Common Stock on the Nasdaq OTC Bulletin Board during the last ten
         trading days of the quarter (the "PIK Shares"). The PIK Shares
         representing each quarter's interest payment will be delivered to the
         Holder as soon as practicable not later than the fifth business day of
         the succeeding quarter. Notwithstanding the foregoing, the Holder may
         elect, by giving written notice to the Company at least one business
         day prior to the end of each quarter, to defer receipt of interest
         payments for the completed quarter until (i) a date not later than 90
         days after completion of the Company's fiscal year, at which time the
         Company will pay accrued interest in cash to the extent permitted by
         the Senior Credit Facility as hereafter defined from funds available
         from Available Excess Cash Flow, as defined below, with any remaining
         balance to be paid in PIK Shares, or (ii) Maturity of this Note, as
         defined below, at which point such interest will be paid in cash,
         together with all principal hereunder. "Available Excess Cash Flow"
         means, for each


                                       -2-

<PAGE>

         completed fiscal year of the Company, the funds available from Excess
         Cash Flow, as that term is defined in that certain Third Amended and
         Restated Credit Agreement dated on or about April 5, 2002 by and among
         PlanVista Corporation (f/k/a HealthPlan Services Corporation) and
         PlanVista Solutions, Inc. (f/k/a National Preferred Provider Network,
         Inc.), as Borrowers, the lenders thereunder (the "Senior Lenders") and
         Wachovia Bank, National Association (f/k/a First Union National Bank),
         as Administrative Agent for the Senior Lenders (in such capacity and in
         its capacity as agent for the holders of the Series C Shares (as
         defined below) (hereafter the "Administrative Agent") as in effect on
         the date hereof (as amended, restated, supplemented, replaced,
         refinanced, extended or otherwise modified from time to time, (the
         "Senior Credit Facility")), after making any mandatory prepayments to
         the Senior Lenders under the Senior Credit Facility from Excess Cash
         Flow.

                  (b) Unless earlier converted pursuant to the terms of
         Paragraph 3 below, the Company shall pay all outstanding principal
         hereunder, together with all then accrued and unpaid interest, on the
         1st day of April, 2006 (the "Maturity Date").

         3. Conversion Rights. At any time following the close of business of
March 31, 2003 (the "Effective Date") the Holder shall have the right, at its
option, at any time and from time to time prior to the Maturity Date, to convert
in whole or in part provided that no conversion is for an amount less than
twenty-five percent (25%) of the principal amount of this Note, subject to the
terms and provisions contained herein, any portion of the original principal
amount of this Note (to the extent such amount has not been reduced by a partial
prepayment pursuant to Paragraph 8 hereof) into shares of the Common Stock, at a
conversion price equal to $1.00 of principal for each share to be issued on
conversion (the "Conversion Price"). Such conversion shall be effective upon
surrender of this Note to the Company at its principal office at any time during
usual business hours, accompanied, if so required by Company, by a written
instrument or instruments of transfer in form satisfactory to Company duly
executed by the Holder or its attorney duly authorized in writing. In the event
of a partial conversion, the Company shall issue a new note, under the same
terms and conditions as set forth herein, for the remaining balance of the Note.

         4. Issuance of Common Stock Upon Conversion. Within 10 business days
after the surrender of this Note, or part thereof, for conversion, the Company
shall issue and deliver or cause to be issued and delivered to or upon the
written order of the Holder certificates representing the number of fully paid
and nonassessable shares of Common Stock into which this Note, or part thereof,
is converted. Such conversion shall be deemed to have been made at the close of
business on the date that this Note shall have been surrendered for conversion
in whole or in part so that the rights of the Holder with respect to the
principal amount of this Note shall cease at such time, and the Holder entitled
to receive the shares of Common Stock upon conversion of this Note shall be
treated for all purposes as having become the record holder of such shares of
Common Stock at such time and such conversion shall be at the Conversion Price.

         5. Conversion Price Adjustments.

                  (a) Adjustment for Stock Splits and Subdivisions. In the event
         the Company


                                       -3-

<PAGE>

         should at any time or from time to time after the Effective Date) fix a
         record date for the effectuation of a split or subdivision of the
         outstanding shares of Common Stock or the determination of holders of
         Common Stock entitled to receive a dividend or other distribution
         payable in additional shares of Common Stock or other securities or
         rights convertible into, or entitling the holders thereof to receive
         directly or indirectly, additional shares of Common Stock without
         payment of any consideration by such holder for the additional shares
         of Common Stock, then, as of such record date, the Conversion Price
         shall be appropriately decreased so that the number of shares of Common
         Stock issuable upon conversion of this Note shall be increased in
         proportion to such increase of outstanding shares.

                  (b) Adjustments for Reverse Stock Splits. If the number of
         shares of Common Stock outstanding at any time after the Effective Date
         is decreased by a combination of the outstanding shares of Common Stock
         then, following the record date of such combination, the Conversion
         Price for this Note shall be appropriately increased so that the number
         of shares of Common Stock issuable on conversion thereof shall be
         decreased in proportion to such decrease in outstanding shares.

                  (c) Adjustments for Recapitalizations. In the event that the
         Company shall be recapitalized, consolidated with or merged into any
         other corporation, or shall sell or convey to any other corporation all
         or substantially all of its property as an entirety, provision shall be
         made as part of the terms of such recapitalization, consolidation,
         merger, sale or conveyance so that the Holder of this Note may
         thereafter receive, in lieu of the Common Stock otherwise issuable upon
         conversion, the same kind and amount of securities or assets as may be
         distributable upon such recapitalization, consolidation, merger, sale
         or conveyance, with respect to the Common Stock.

                  (d) Adjustments for Diluting Issues. The Conversion Price set
         forth in Section 3 shall be adjusted whenever the conversion price of
         the Series C preferred stock of the Company is adjusted (or could be
         adjusted but for a waiver by the Series C holders) under the provisions
         of Section 6(d)(iv) or (h) of the Series C Certificate of Designation
         as in effect on the date hereof (a "Series C Dilutive Adjustment"). In
         the event of a Series C Dilutive Adjustment, the new Conversion Price
         shall be determined by multiplying the Conversion Price under this Note
         immediately prior to such Series C Dilutive Adjustment by a fraction,
         the numerator of which is the Series C Conversion Price after the
         Series C Dilutive Adjustment and the denominator of which is the Series
         C Conversion Price in effect immediately before the Dilutive
         Adjustment. If all of the Series C preferred stock of the Company is
         redeemed or converted prior to this Note being paid in full, the
         Conversion Price under this Note shall continue to be adjusted whenever
         any Additional Shares as defined in Section 6(d) of the Series C
         Certificate of Designation are issued at a price which is below the
         Conversion Price under this Note in effect at the time of such
         issuance. In such event, the adjustment shall be determined using the
         same adjustment formula which is used for the Series C preferred stock
         in Section 6(d)(iv) of the Series C Certificate of Designation,
         provided that the references to $1.42172 per share contained in such
         section shall be changed to the Conversion Price under this Note then
         in effect immediately prior to such dilutive issuance. Upon the


                                       -4-

<PAGE>

         occurrence of an adjustment pursuant to the provisions of this Section
         5(d), the Company shall deliver to the Holder a certificate in
         substantially the same form as the certificate specified in Section
         6(l) of the Series C Certificate of Designation. All sections of the
         Series C Certificate of Designation referred to herein are hereby
         incorporated by reference herein to the extent contemplated by this
         provision or necessary to implement these provisions. Any adjustment to
         the Series C Conversion Price resulting from the conversion of this
         Note shall not be considered a dilutive issuance entitling the Holder
         hereof to an adjustment under this provision.

                  (e) Adjustments. The adjustments referred to in this Paragraph
         5 shall be made successively if more than one event listed herein shall
         occur.

         6. Compliance with Securities Laws. The Holder acknowledges that this
Note and the shares of Common Stock into which it is convertible have not been
and will not be registered under the Securities Act of 1933, as amended (the
"1933 Act") and therefore may not be resold without compliance with the 1933
Act. The Holder agrees that this Note is being acquired solely for its own
account, for investment purposes only, and with no present intention of
distributing, selling or otherwise disposing of it in connection with a
distribution. The Holder covenants, warrants and represents that this Note and
the shares of Common Stock into which it is convertible will not be offered,
sold, assigned, pledged, hypothecated, transferred or otherwise disposed of
except (i) pursuant to an effective Registration Statement under the 1933 Act,
or (ii) after full compliance with all of the applicable provisions of the 1933
Act and all other applicable rules and regulations of the SEC and after the
issuance by counsel to the Company of an opinion that such offer, sale, or other
transaction is exempt from the registration requirements of the 1933 Act. The
Holder further covenants, warrants and represents that, during the one-year
period following the Effective Date, the undersigned will not engage in put,
call, short-sale, straddle or similar transactions intended to reduce the
Holder's risk of owning this Note or the shares of Common Stock into which it is
convertible. Upon the conversion of this Note in whole or in part, certificates
representing the shares of Common Stock shall bear the following legend:

         The shares represented by this certificate were not issued in a
         transaction registered under the Securities Act of 1933, as amended
         (the "Securities Act"), or any applicable state securities laws. The
         shares represented hereby have been acquired for investment only and
         may not be sold or transferred unless such sale or transfer is covered
         by an effective Registration Statement under the Securities Act and
         applicable state securities laws or, in the opinion of counsel to the
         issuer, is exempt from the registration requirements of the Securities
         Act and such laws.

         7. Payment of Interest on Conversion. The Company shall pay all
interest on this Note accrued to the date of surrender for a conversion pursuant
to the terms of Paragraph 3 (the "Surrender Date") except that, in the event
that the Company shall have declared prior to the Surrender Date a cash dividend
payable on its shares of Common Stock to holders of record of such Common Stock
on a date subsequent to the Surrender Date, such payment of interest shall be
adjusted downward to an amount (not less than zero) determined by subtracting
from the aggregate amount thereof an amount equal to the aggregate dividends to
be paid as of such


                                       -5-

<PAGE>

record date on the shares of Common Stock issuable upon conversion of this Note.

         8. Prepayment. Subject to the subordination provisions of paragraph 11,
this Note may be prepaid in whole or in part, at any time without premium or
penalty at the option of the Company at a prepayment price equal to 100% of the
principal amount to be prepaid plus accrued interest to the prepayment date. In
order to exercise its right to prepayment hereunder, the Company shall send
written notice to the Holder of the Company's intention to exercise its
prepayment rights hereunder, which notice shall be provided not less than
sixteen (16) calendar days prior to the stated date of prepayment. In the case
of partial prepayment, the amount and other details thereof shall be noted.
Following the date of notice of prepayment, or partial prepayment, as the case
may be, the Holder's conversion rights provided in Paragraph 3 hereof shall be
accelerated and the Holder shall have a period of fifteen (15) calendar days to
exercise such conversion rights. After the expiration of such fifteen (15) day
period, unless the Company shall have failed to tender to the Holder the amount
to be prepaid and accrued interest under this Note, the Holder shall have no
further rights of conversion with respect to that portion of the Note so
prepaid.

         9. Default. If any portion of the principal or interest of this Note is
not paid when due, and the Company fails to cure the same within thirty (30)
days after such event, then default shall be deemed to have occurred on the
termination of such thirty (30) day period.

         10. Right of Acceleration. Upon the happening of any of the following
events, the entire unpaid principal balance and accrued interest of this Note
shall, at the option of the Holder, become immediately due and payable, and may
be collected forthwith without notice to the Company, regardless of the
stipulated date of maturity:

                  (a) Upon a default in payment under this Note; or

                  (b) If the undersigned becomes insolvent or bankrupt or unable
         to pay its obligations as they become due, or the undersigned makes an
         assignment for the benefit of its creditors, or the undersigned files a
         petition under the bankruptcy laws of the United States, or the
         undersigned suffers to be filed a petition under the bankruptcy laws of
         the United States which is (i) consented to by the undersigned or (ii)
         not dismissed within sixty (60) days thereof, or a receiver is
         appointed for the property or business of the undersigned.

         11. Subordination. The Company agrees, and the Holder by accepting this
Note agrees, notwithstanding anything in this Note to the contrary, to the
subordination of this Note as follows:

                  (a) Any and all obligations and liabilities of the Company to
         Holder under this Note, including, without limitation, payment of
         principal and interest (other than, so long as no Proceeding has been
         commenced, payment of interest in PIK Shares or cash interest paid from
         Excess Cash Flow as specifically permitted under the terms of this
         Note), whether direct or indirect, absolute or contingent, joint or
         several, secured or unsecured, due or to become due, now existing or
         later arising and whatever the amount


                                       -6-

<PAGE>

         and however evidenced (the "Subordinated Indebtedness") are
         subordinated in right and time of payment to any and all obligations
         and liabilities of the Company to (i) the Administrative Agent and the
         Senior Lenders under or in connection with the Company's Senior Credit
         Facility and any other loan document contemplated thereby or related
         thereto, including, without limitation principal and interest payments,
         whether direct or indirect, absolute or contingent, joint or several,
         secured or unsecured, due or to become due, now existing or later
         arising and however evidenced, and whether arising prior to or after
         the commencement of any proceeding under Title 11 of the United States
         Code or is an allowed claim in any such proceeding, together with all
         other sums due thereon and all costs of collecting the same (including,
         without limitation, reasonable attorney fees) for which the Company is
         liable and any other obligations of the Company or its subsidiaries to
         the Senior Lenders and (ii) the Administrative Agent and holders of the
         Company's shares of Series C Preferred Stock, $.01 par value per share
         (the "Series C Shares"), including, without limitation, payment of the
         full Liquidation Preference of the Series C Shares upon Liquidation and
         payment of the Redemption Price at redemption (as each such term is
         defined in the Certificate of Designation of Series and Determination
         of Rights and Preferences of Series C Convertible Preferred Stock
         relating to the Series C Preferred Stock, as such provisions may be
         amended, restated, supplemented or otherwise modified from time to
         time, a copy of which has been delivered to Holder), as applicable,
         whether direct or indirect, absolute or contingent, joint or several,
         secured or unsecured, due or to become due, now existing or later
         arising and however evidenced and whether arising prior to or after the
         commencement of any proceeding under Title 11 of the United States Code
         or is an allowed claim in any such proceeding, together with all other
         sums due thereon and all costs of collecting the same (collectively,
         the "Senior Obligations"). For purposes of this Note, Senior
         Obligations shall be deemed to include any debt which is incurred after
         the date of this Note, the proceeds of which are used to retire or
         refinance all or any part of the obligations and liabilities of the
         Company to the Senior Lenders and the Administrative Agent and, for
         purposes of this subordination provision, the lender and administrative
         agent under such replacement debt shall step into the shoes of the
         Senior Lenders and Administrative Agent under the Senior Credit
         Facility with respect to the subordination rights provided herein or
         the holders of these Notes shall execute new agreements with the new
         lenders to the same effect.

                  (b) Until the indefeasible payment in full in cash of the
         Senior Obligations, Holder will not ask for, demand, sue for, take or
         receive (by way of voluntary or mandatory payment, acceleration,
         set-off or counterclaim, foreclosure or other realization on security,
         dividends in bankruptcy or otherwise), or offer to make any discharge
         or release of, any of the Subordinated Indebtedness, and Holder waives
         any such rights with respect to the Subordinated Indebtedness, nor
         shall Holder exercise any rights of subrogation or other similar rights
         with respect to the Senior Obligations.

                  (c) In the event of any Proceeding involving the Company: (i)
         all Senior Obligations first shall be indefeasibly paid in full in cash
         before any payment of or with respect to the Subordinated Indebtedness
         shall be made; (ii) any payment or distribution, whether in cash,
         property or securities which, but for the terms hereof, otherwise would
         be payable or deliverable in respect of the Subordinated Indebtedness,
         shall be paid or


                                       -7-

<PAGE>

         delivered directly to the Administrative Agent until all Senior
         Obligations are indefeasibly paid in full in cash, and Holder
         irrevocably authorizes, empowers and directs all receivers, trustees,
         liquidators, custodians, conservator and others having authority in the
         premises to effect all such payments and distributions, and Holder also
         irrevocably authorizes, empowers and directs the Administrative Agent
         to demand, sue for, collect and receive every such payment or
         distribution; and (iii) Holder agrees not to initiate or prosecute or
         encourage any other person to initiate or prosecute any claim, action
         or other proceeding challenging the enforceability of the Senior
         Obligations. For purposes hereof, the term "Proceeding" shall mean any
         voluntary or involuntary insolvency, bankruptcy, receivership,
         custodianship, liquidation, dissolution, reorganization, assignment for
         the benefit of creditors, appointment of a custodian, receiver, trustee
         or other officer with similar powers or any other proceeding for the
         reorganization, liquidation, dissolution or other winding upon the
         Company.

                  (d) Should any payment, distribution of property or securities
         (other than, so long as no Proceeding has commenced, PIK Shares in
         respect of accrued interest or cash interest paid from Excess Cash Flow
         as specifically permitted under the terms of this Note) or proceeds be
         received by Holder upon or with respect to the Subordinated
         Indebtedness prior to the satisfaction in full of the Senior
         Obligations, Holder shall immediately deliver same to the
         Administrative Agent in the form received (except for endorsement or
         assignment by Holder where required by the Administrative Agent), for
         application on the Senior Obligations (whether or not then due and in
         such order of maturity as the Administrative Agent elects) and, until
         so delivered, the same shall be held in trust by Holder as the property
         of the Administrative Agent, Senior Lender, and the holders of the
         Series C Shares. In the event of the failure of Holder to make any
         endorsement or assignment, the Administrative Agent is irrevocably
         authorized and appointed as attorney-in-fact for Holder to make the
         same.

                  (e) Notwithstanding any prior revocation, termination,
         surrender, or discharge of this Note in whole or in part, or of the
         provisions of this Paragraph 11, the effectiveness of the subordination
         provisions of this Paragraph 11 (the "Subordination Provisions") shall
         automatically continue or be reinstated in the event that any payment
         received or credit given by the Administrative Agent, any Senior Lender
         or any holder of Series C Shares in respect of the Senior Obligations
         are returned, disgorged, or rescinded under any applicable state or
         federal law, including, without limitation, laws pertaining to
         bankruptcy or insolvency, in which case the Subordination Provisions
         shall be enforceable against Holder as if the returned, disgorged, or
         rescinded payment or credit had not been received or given by the
         Administrative Agent, any Senior Lender or any holder of Series C
         Shares relied upon this payment or credit or changed its position as a
         consequence of it.

                  (f) This Note constitutes a continuing agreement of
         subordination, even though at times the Company may not be indebted to
         or obligated to make payments to the Administrative Agent, Senior
         Lenders or holders of the Series C Shares. This Note shall bind and be
         for the benefit of Holder, the Administrative Agent, Senior Lenders and
         the holders of the Series C Shares and their respective successors and
         assigns. This Note


                                       -8-

<PAGE>

         may not be accelerated and, except for interest payments expressly
         permitted in this paragraph 11, may not be prepaid.

                  (g) Holder hereby agrees that it will not amend, modify or
         otherwise alter (or suffer to be amended, modified or altered) any of
         the terms and conditions of this Note without prior written notice to
         and the approval of the Administrative Agent.

                  (h) Nothing stated herein is intended, so long as no
         Proceeding has commenced, to: (a) subordinate, prevent or limit the
         Company from paying PIK Shares to Holder as interest or limit Holder
         from accepting such PIK Shares for its own benefit and account, or (b)
         subordinate, prevent or limit the Company from making cash interest
         payments, to the extent permitted by the Credit Agreement, from Excess
         Cash Flow as provided herein or prevent Holder from accepting such cash
         payment for its own benefit and account. Notwithstanding anything in
         this Note to the contrary, from and after June 12, 2005 so long as no
         Proceeding has commenced prior to such date, the subordination
         provisions of this Paragraph 11 shall no longer apply to the Senior
         Obligations in respect of the Series C Shares but for the avoidance of
         doubt shall remain in effect in all respects with respect to all other
         Senior Obligations.

         12. Waiver. Presentment for payment, notice of dishonor, protest and
notice of protest are hereby waived.

         13. Choice of Law; Venue. This Note shall be governed by, and construed
and enforced in accordance with, the laws of the State of Florida. The Company
consents and agrees that Hillsborough County, Florida, shall be the proper,
exclusive, and convenient venue for any legal proceeding in federal or state
court arising under this Note, and waives any defense, whether asserted by
motion or by pleading, that Hillsborough County, Florida, is an improper or
inconvenient venue.

         14. Binding Effect. This Note shall be binding upon the Company and its
successors and assigns and shall inure to the benefit of the Holder.


                                       -9-

<PAGE>

         IN WITNESS WHEREOF, the Company has executed this Note by and through
its duly authorized officer effective the date written above.

                                     PLAN VISTA CORPORATION


                                     By: /s/ James Kearns
                                        ----------------------------------------
                                              James Kearns
                                     Title:   Senior Vice President, Operations


                                       -10-

<PAGE>

SCHEDULE 1 TO
SECOND AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE
-------------------------------------------------------

1)       Convertible Promissory Note of Health Plan Services Corporation in the
         Principal Amount of $2,580,200.84, dated June 16, 1998, payable to
         Centra Benefit Services, Inc. as amended and restated on April 12, 2002

2)       Convertible Promissory Note of Health Plan Services Corporation in the
         Principal Amount of $232,800.08, dated June 16, 1998, payable to Centra
         Benefit Services, Inc. as amended and restated on April 12, 2002

3)       Convertible Promissory Note of Health Plan Services Corporation in the
         Principal Amount of $485,000.16, dated June 16, 1998, payable to Centra
         Benefit Services, Inc. as amended and restated on April 12, 2002

4)       Convertible Promissory Note of Health Plan Services Corporation in the
         Principal Amount of $119,998.74, dated June 16, 1998, payable to Centra
         Benefit Services, Inc. as amended and restated on April 12, 2002

5)       Convertible Promissory Note of Health Plan Services Corporation in the
         Principal Amount of $485,000.16, dated June 16, 1998, payable to Centra
         Benefit Services, Inc. as amended and restated on April 12, 2002

6)       Convertible Promissory Note of Health Plan Services Corporation in the
         Principal Amount of $97,000.03, dated June 16, 1998, payable to Centra
         Benefit Services, Inc. as amended and restated on April 12, 2002


                                       -11-