EXHIBIT 10(44)


Pursuant to a request  for  confidential  treatment  filed with  Securities  and
Exchange commission,  certain information in this agreement has been omitted and
replaced  with the  word  "[confidential]."  The  omitted  information  has been
separately filed with the Securities and Exchange Commission.

                               SERVICES AGREEMENT


THIS  AGREEMENT  (the  "Agreement")  is made and entered  into,  by, and between
University  Physician  Associates with offices at 30 Bergen Street,  Newark, New
Jersey  07107  ("Client" or "UPA") and US Servis,  Inc., a Delaware  corporation
with  offices at 414 Eagle  Rock  Avenue,  West  Orange,  New Jersey  07052 ("US
Servis") as of the Effective Date, defined below.

In consideration of the  representations,  covenants and agreements contained in
this Agreement and intending to be legally bound,  Client and US Servis agree as
follows:

1.       Definitions

         The following capitalized terms, set forth in alphabetical order, shall
         have the meanings set forth below for all purposes of this Agreement:

         (A)      "Capitated  Contract" - This means contracts where eligibility
                  is  electronically  provided  by  the  payor,  encounters  are
                  electronically   processed,    reimbursements   are   provided
                  electronically, no charge entry is done by US Servis staff, at
                  least  75% of the  co-pays  are  collected  and  posted to the
                  system by Client personnel, and capitation payments are posted
                  to  the  system  based  upon  a  fixed,  pre-agreed  physician
                  distribution formula.

         (B)      "Client Processing" - This means charges for patient visits to
                  UPA Providers where Client  personnel use the US Servis System
                  to do all of the data  entry and all of the  billing  services
                  related  to  the  specific  charges  including  all  follow-up
                  encounters and medical services bundled into the original case
                  rate reimbursement.

         (C)      "Collection  Agency  Collections"  - This means the net amount
                  paid to UPA on accounts  referred out to a  collection  agency
                  for collection.

         (D)      "Contractual  Allowance" - This means the  difference  between
                  the fee schedule for UPA  Providers  and the payment  actually
                  made for a UPA  Provider's  services by Third Party  Payers as
                  set by agreement between UPA and the Third Party Payer.




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         (E)      "Departmental  Representative"  - This  means a single  person
                  designated by US Servis who shall be  responsible  for service
                  to one or more UPA  Department(s)  and who has at  least  five
                  years of  experience  in practice  management  and/or  billing
                  operations,  preferably in an academic  environment.  Each UPA
                  Department  shall  have the right to  interview  the  proposed
                  Departmental Representative for its department and approve the
                  selection, which approval shall not be unreasonably withheld.

         (F)      "Implementation  Date" - For each UPA  Department,  this means
                  the  date  that RM  Services  are  implemented  for  that  UPA
                  Department as agreed to pursuant to the  Implementation  Plan.
                  (See Exhibit E.)

         (G)      "Implementation  Plan" - This means a plan for the phase in of
                  RM  Services  which  will  be  developed  in  accordance  with
                  Sections 2(D) and 2(E) below.

         (H)      "Implementation  Subcommittee"  - This means a subcommittee of
                  the Oversight  Advisory  Committee  created in accordance with
                  Section 2(D).

         (I)      "Interval"  - This  means the  greater of one  hundred  twenty
                  (120)  days  or  the  average   amount  of  days  in  accounts
                  receivable  for a UPA  Department  over the three month period
                  prior  to the date  that  implementation  occurs  for that UPA
                  Department.

         (J)      "Net  Billings"  - This  means the actual  charges  (including
                  capitation  charges)  by US  Servis  on  behalf  of UPA  after
                  adjusting for the Contractual  Allowance,  bad debt write-offs
                  or reasonable bad debt reserves and patient refunds.

         (K)      "Net  Collection  Rate" - This means the last twelve months of
                  Net  Collections  divided  by the last  twelve  months  of Net
                  Billings.

         (L)      "Net Collections" - This means:

                  (i)      the total sum of all moneys collected and/or posted
                           for services of UPA Providers for whom US Servis is
                           providing RM Services;

                           (a)      including all capitation  payments (prorated
                                    if  paid  to UPA on an  annual  basis),  but
                                    excluding  direct bonus  payments to UPA for
                                    risk  pools   associated  with   utilization
                                    performance; and

                           (b)      including all payments collected at the 
                                    point of service for UPA Providers for whom
                                    US Servis is providing RM Services;

                  (ii)     but excluding:




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                           (a)      UPA  Providers  for  whom US  Servis  is not
                                    providing RM Services (because US Servis has
                                    not yet  started the UPA  Department  within
                                    which  the UPA  Provider  works or US Servis
                                    has  been   terminated   from  providing  RM
                                    Services  for  such  department  as per  the
                                    procedures set forth in Section 9); and

                           (b)      the   portion   of   any   capitation   fees
                                    applicable   to  UPA   Departments   or  UPA
                                    Providers  for  which  US  Servis  does  not
                                    provide  RM  Services   and  Client  is  not
                                    performing Client Processing;

                  (iii)    less amounts refunded or credited to a patient, third
                           party,  or  intercompany   transaction  for  services
                           provided  by  affiliates  of UPA,  or as a result  of
                           overpayments, erroneous payments or bad checks; and

                  (iv)     provided,  however,  that when  unpaid  billings  are
                           referred to a  collection  agency,  the amount of Net
                           Collections  will include the net amount  received by
                           UPA  through  the  efforts of the  collection  agency
                           after  deducting  the  collection  agency fee and any
                           other expenses associated with the collection effort.

         (M)      "Prior   Accounts   Receivable"  -  This  means  the  accounts
                  receivable  of  each  UPA  Department  existing  prior  to the
                  Implementation Date for such UPA Department.

         (N)      "Oversight  Advisory  Committee" - This means a committee made
                  up  of   representatives   of  US  Servis  and   Client.   The
                  composition,  purpose and  operations  of this  Committee  are
                  described in Exhibit A.

         (O)      "Performance  Criteria  (Financial)" - This means  performance
                  criteria for the  performance  of US Servis for UPA overall as
                  defined in Exhibit C.

         (P)      "Performance Criteria (Departmental)" - This means performance
                  criteria for the  performance of US Servis as measured by each
                  individual UPA Department's  performance as defined in Exhibit
                  C.

         (Q)      "RM Services" - This means  reimbursement  management services
                  as more completely defined in Exhibit B.

         (R)      "Termination Date" - This means the date after which US Servis
                  shall no longer provide RM Services for new charges  generated
                  by UPA Providers.

         (S)      "Third Party Payor" - This means an entity that makes  payment
                  on behalf of an  individual  who has received  services from a
                  UPA Provider,



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                  including but not limited to, insurance  companies,  Medicare,
                  Medicaid,  HMOs,  PPOs and other  entities in the  business of
                  reimbursing for part or all of the costs of medical services.

         (T)      "UPA Department" - This means a clinical  practice area within
                  UPA which is organized into a department.

         (U)      "UPA  Provider"  - This  means any  individual  whose  work is
                  charged for by UPA.

2.       Obligations and Rights of US Servis and UPA

         (A)      US Servis will provide Client with RM Services for charges for
                  clinical  procedures  performed by UPA  Providers  through the
                  billing of patients and third party payers. Client's use of RM
                  Services   shall  be  undertaken   in   accordance   with  the
                  Implementation Plan.

         (B)      For patients who are seen after US Servis starts providing RM
                  Services, Client will provide US Servis with: (i) patient 
                  demographics which completely and accurately reflect the 
                  information provided to UPA by the patient; (ii) charge data
                  (iii) a clear copy of the medical record documentation when
                  required; (iv) a copy of the patients' insurance cards;
                  (v) necessary documentation of referral or other authorization
                  to provide treatment; and (vi) any other information required
                  to successfully provide the services referenced in 
                  Section 2 (A) above. Client shall provide all coding required.

         (C)      An Implementation Plan will be developed for UPA overall under
                  the auspices of the Oversight Advisory Committee,  which shall
                  create an Implementation  Subcommittee which includes an equal
                  number  of  representatives  from  UPA  and  US  Servis.  This
                  Implementation  Plan  will  include  the  order in  which  UPA
                  Departments  will be  converted  to RM  Services.  Performance
                  Criteria  (Financial)  for  US  Servis  shall  be  set  by the
                  Implementation Subcommittee in accordance with Exhibit C.

         (D)      As part of the Implementation Plan, more specific 
                  implementation plans will be developed for each of the UPA
                  Departments. Performance Criteria (Departmental) shall be set
                  for each UPA Department by the UPA Department's chairperson, 
                  the UPA Department's administrator, and the
                  UPA Executive Director or a designee of the UPA Executive 
                  Director, who collectively shall have one vote, and the
                  Departmental Representative and US Servis Executive Director
                  (who collectively shall have one vote). The
                  Performance Criteria (Departmental) shall include each of the
                  categories listed in Exhibit C, and, after preparation and
                  approval by the Implementation Subcommittee, shall be approved
                  by the Oversight Advisory Committee in accordance with the 
                  procedures set forth in Exhibit C.



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         (E)      US Servis  warrants the following  with regard to the computer
                  system that it will use to provide RM Services:

                  (i)      The central processing unit for the computer will be 
                           available 98% of the time between the hours of 
                           8:30 A.M. and 6:00 P.M. Eastern Time Monday through 
                           Friday, averaged annually, and that the
                           central processing unit will be reasonably available
                           at all other times. Actual system availability may be
                           affected due to the flexibility and functionality of
                           the system and the numerous variables under the
                           control of the system users. This estimated
                           average system availability also assumes that Client
                           allows US Servis to schedule and conduct monthly data
                           base purging and reorganizing, and that the Client
                           utilizes the system in a professional manner.

                  (ii)     Systems  maintenance on the computer  system will not
                           be performed  between the hours of 8:30 A.M. and 6:00
                           P.M.  Eastern  Time  Monday  through  Friday,  unless
                           either   (a)  the   performance   of   such   systems
                           maintenance  will not affect the use of the  computer
                           system to perform RM Services or (b) an emergency has
                           occurred  which  requires  such   maintenance  to  be
                           performed  immediately,  recognizing the consequences
                           of not having the system available.

                  (iii)    The average response time for interactive sessions 
                           shall meet industry standards which are currently 
                           three (3) seconds or less. If Client believes there
                           are response time problems, the Client will
                           notify US Servis in writing. This assumes that Client
                           allows US Servis to schedule and conduct monthly data
                           base purging and reorganizing, and that the Client
                           utilizes the system in a professional manner. 
                           US Servis will have 45 days to meet industry
                           standards or to present a plan for meeting industry
                           standards which is acceptable to the Oversight 
                           Advisory Committee.

                  (iv)     US Servis has a disaster  recovery  plan which allows
                           it to  initiate  normal  computer  operations  within
                           forty eight (48) hours of the destruction of the site
                           from which US Servis  provides RM Services and resume
                           substantially  normal  operations within ten business
                           days.

                  (v)      US Servis  will back up and store UPA's data files on
                           a daily  basis  and will  store  the back up copy off
                           site at a secure data storage facility.

                  (vi)     Allows  for  either a single  bill to be sent for all
                           services  provided by UPA  Providers  or for separate
                           bills to be sent so that,  if  requested  by UPA, the
                           system may be initially configured to send a separate
                           bill  for  sensitive  services  such  as  psychiatric
                           services. The specific



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                           configuration of the system will be determined by the
                           Implementation  Subcommittee and once configured, can
                           be changed only upon mutual agreement of the parties.
                           Decisions  such as single source  patient  statements
                           shall  be  weighed  in  the   context  of   security,
                           reporting and other issues.

         (F)      The Departmental Service Representative shall be the liaison
                  between each Department and the US Servis Central Business
                  Office and provide regular updates to Client. The Departmental
                  Service Representatives shall spend approximately 2-3 days 
                  within the UPA Departments and 2-3 days on-site at the 
                  US Servis Central Business Office. They shall formally meet
                  once a month with each UPA Department and Client to review the
                  standard monthly reporting package and any strategic issues
                  associated with US Servis payors, or the UPA Departments. In
                  addition, the Department Service Representative shall provide,
                  as needed, coding feedback and training to the UPA Providers.

         (G)      US Servis agrees to follow UPA's instructions to configure the
                  system initially with regard to the need for billing sensitive
                  services (e.g.  psychiatric services) separately, which
                  instructions may come on a service wide basis (e.g. all
                  psychiatric services billed separately). The specific
                  configuration of the system will be determined by the 
                  Implementation Subcommittee and once configured, can be 
                  changed only upon mutual agreement of the parties. Decisions
                  such as single source bills and patient statements shall be 
                  weighed in the context of security, reporting and other
                  issues.

         (H)      Notwithstanding  that US Servis is providing RM Services,  all
                  payments shall be made to a lockbox in UPA's name and shall be
                  deposited to UPA's  account.  US Servis shall have no right to
                  withdraw funds or write checks drawn on UPA's account.

         (I)      UPA shall be  responsible  for and conduct all  negotiation of
                  fees for the medical services which UPA Providers perform.

         (J)      US Servis  agrees to provide UPA with  training in  accordance
                  with Exhibit D.

         (K)      US Servis agrees to provide UPA with management reports and
                  management reporting as follows. US Servis agrees to develop
                  with UPA and each UPA Department during implementation a 
                  management reporting package which shall include both standard
                  and a reasonable number and complexity of customized reports
                  at no additional charge to UPA. UPA agrees to be reasonable in
                  its requests for such departmental management reports. Any 
                  additional customized reports requested during
                  the first year from contract signing, will need to be approved
                  through Client prior to being developed by US Servis and will
                  be credited against



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<PAGE>



                  the 150  programming  hours  included in the base initial fee.
                  On-going for years two through five of the contract, US Servis
                  will  provide  75 hours of  programming  time  per  year.  All
                  requests  for  customized  reports  must  be  approved  by the
                  Executive  Director  of UPA so that US Servis does not have to
                  determine   the   priority  of  requests   from   various  UPA
                  Departments.

         (L)      US Servis will maintain a local office (i.e. an office in 
                  New Jersey).

         (M)      US Servis agrees to provide personnel for the following 
                  purposes:

                  (i)      Subject to any  restrictions  imposed  by  University
                           Hospital, to provide the necessary personnel to cover
                           University  Hospital Emergency Room,  Operating Room,
                           Trauma and In-Patient  areas, such personnel may also
                           be utilized in order to cover the Hospital Outpatient
                           Clinic  areas,  for the  purpose  of doing  insurance
                           verification   in  these  areas  to  facilitate   the
                           collection  of  cash  for  services  provided  by UPA
                           Providers in such settings.

                  (ii)     Subject to any  restrictions  imposed  by  University
                           Hospital,  to provide the necessary  personnel in the
                           Medical  Records  Department  to  expedite  providing
                           copies of Medical  Records when requested for billing
                           related purposes.

                  (iii)    Subject to UPA centralizing its registration process,
                           to  provide  two FTE's  from the  Client's  US Servis
                           Central   Business   Office  to  perform   front  end
                           insurance verification,  precertification and related
                           front-end tasks to facilitate subsequent billing.

         (N)      US Servis will consider for employment  all current  employees
                  of Client  who are  involved  in the  insurance  verification,
                  billing  and  collection  process  and who are  identified  by
                  Client  as likely  to be  terminated  by Client as a result of
                  hiring US Servis to provide RM Services. However, US Servis is
                  not bound to hire every such  employee  and US Servis shall be
                  solely responsible for determining  whether each such employee
                  is qualified for a position with US Servis.

         (O)      US Servis agrees to conduct month end and year end closes on a
                  timely basis. This close of books will include the balancing 
                  and reconciling of the period's activity. US Servis agrees to
                  fully cooperate with any reasonable request made by the
                  independent accounting firm engaged by Client for
                  the purpose of conducting the annual audit of Client's 
                  finances. US Servis further agrees to cooperate with any audit
                  of Client's finances by any governmental agency upon a written
                  request by Client or as required by law.




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         (P)      US Servis  agrees to allow Client to have the US Servis system
                  audited by an independent auditor, at Client's expense,  after
                  a period of running in parallel  for the purpose of  verifying
                  system integrity and data integrity.

         (Q)      US Servis agrees to provide Client with reasonably available 
                  reports containing information resident in the computer system
                  used by US Servis to support Client's compliance with the
                  requirements set forth in the Federal Register for Academic
                  Institutions. US Servis further agrees to provide quarterly
                  general provider coding/compliance training to include topics
                  such as those listed in Exhibit D. Specifically, the quarterly
                  training for providers shall include compliance issues, E&M 
                  coding, and other coding related issues. Once a year US Servis
                  shall do a chart/coding audit of each UPA Department and shall
                  provide the chairperson and administrator of the UPA
                  Department and the UPA Executive Director with a written 
                  summary of the findings as well as a UPA Department
                  specific training session to review UPA Department specific
                  issues. US Servis shall work with client to respond to any
                  compliance issues which are solely within the control and
                  jurisdiction of US Servis in the management of the Central
                  Business Office for Client.

         (R)      US Servis agrees to accept batch  demographic  data on a daily
                  basis via electronic  tape in a single agreed upon format from
                  Bergen Pines and University Hospital.

         (S)      US Servis will also allow  remote  sites to have access to the
                  US Servis  commuter  system so long as such sites are using US
                  Servis for RM  Services,  provided  however  that UPA shall be
                  responsible  for the cost of  hardware  and PC  software to be
                  located  at the  remote  site,  communications  equipment  and
                  services,  installation and any services (e.g.  cabling) which
                  must be  provided  by a third  party to connect the site to US
                  Servis.

         (T)      The  computer  system  used by US  Servis  will  permit Ad Hoc
                  reporting from UPA's remote  terminals.  In the event that the
                  generation  of such Ad Hoc reports  adversely  impacts  system
                  performance,  US Servis  may  restrict  the use of such Ad Hoc
                  reports to particular  hours or to particular  individuals  at
                  UPA or in any other way that is mutually agreeable in order to
                  preserve system performance.

         (U)      US Servis will allow trained  persons on UPA's staff to access
                  UPA data on the US Servis  computer  system  and  download  or
                  electronically  transfer  such data to a UPA  Computer for use
                  and analysis.  In the event that such access adversely impacts
                  system  performance,  US Servis may  restrict  the use of such
                  access to particular hours or to particular individuals at UPA
                  or in any other  way that is  mutually  agreeable  in order to
                  preserve system performance.




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         (V)      In the event of a billing procedure dispute between US Servis
                  and UPA, UPA will be the final authority, provided however 
                  that if the procedure specified by UPA would result in 
                  operating inefficiencies or significant additional costs to
                  US Servis, the Oversight Advisory Committee shall
                  make the final determination as to such billing procedure. 
                  The Oversight Advisory Committee agrees not to impose on 
                  US Servis any material operating restrictions which create
                  added costs to US Servis without either appropriately 
                  compensating US Servis for such costs or adopting other
                  changes that provide US Servis with offsetting cost 
                  reductions. If the Oversight Advisory Committee determines
                  that US Servis should undertake a procedure which involves
                  significant additional cost and/or creates operating
                  inefficiencies it may require that UPA agree to cover part
                  or all of the cost as a condition for US Servis undertaking 
                  the procedure. If US Servis determines that providing such 
                  procedure is not technically or economically feasible, it may
                  propose alternatives which are technically
                  or economically feasible or terminate this Agreement pursuant 
                  to Section 9(J). With regard to coding issues, US Servis shall
                  take direction solely from UPA and the UPA Provider unless by
                  taking such action US Servis believes that it would place 
                  itself in a position of doing something illegal, fraudulent or
                  otherwise non-compliant with governmental regulations or laws.

         (W)      US Servis warrants that RM Services and the computer systems 
                  used by US Servis will comply with and satisfy all applicable
                  State and Federal regulatory requirements in a timely fashion
                  during the term of this Agreement. US Servis further agrees
                  that UPA will be provided with any upgrades to RM Services 
                  that US Servis provides to other customers at no charge and 
                  that UPA will be offered any upgrades to RM Services that US
                  Servis offers for an additional charge on the same or better
                  terms than other customers.

         (X)      US Servis agrees to upgrade the computer system which it uses
                  to comply with and satisfy all applicable changes in State and
                  Federal regulatory requirements in a timely fashion. To the
                  extent that US Servis makes such upgrades generally available
                  to its customer base, US Servis agrees to upgrade the computer
                  system to comply with and satisfy applicable
                  insurance and managed care industry standards in a timely 
                  fashion. Other than as stated above, US Servis will evaluate
                  whether particular upgrades particular to UPA to meet third 
                  party payor requirements will be made by US Servis and whether
                  or not UPA will be charged for such upgrades.
                  Even if US Servis decides not to do an upgrade, US Servis 
                  agrees that it will do such required upgrades on a time and 
                  materials basis if UPA agrees to pay for the upgrade on that
                  basis.

         (Y)      US Servis and UPA agree to the strategic alliance as set forth
                  in Exhibit F. As part of this strategic alliance, the Chairman
                  of US Servis will serve on the  Oversight  Advisory  Committee
                  and will arrange for periodic



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                  presentations   of  items  of  interest   to  UPA,   including
                  information  services  strategy and new products and services.
                  If  requested  by the UPA  members of the  Oversight  Advisory
                  Committee,  the US Servis  Chairman  will  schedule  up to two
                  meetings  per year with the US Servis Board of  Directors.  In
                  addition,  either the Executive  Director of UPA or some other
                  designee  of UPA shall be a member of the US Servis'  Customer
                  Advisory  Committee  that  will meet  with US  Servis'  senior
                  management on a regularly scheduled basis.

         (Z)      UPA's operational procedures, particular configuration of its 
                  system and network environment are under its control. 
                  US Servis cannot presume to dictate the hardware, software or
                  network requirements necessary to meet UPA's overall 
                  operational needs. As for US Servis requirements particular
                  to the provision of its RM Services, during the development of
                  the Implementation Plan, US Servis will provide UPA with the 
                  minimum  requirements necessary to efficiently operate the 
                  US Servis system in a standard configuration and 
                  specifications for what US Servis will initially require for
                  UPA's system configuration as it relates to US Servis.
                  US Servis will also provide UPA with additional information as
                  the US Servis system is upgraded and enhanced from time to
                  time.

3.       Exclusivity

         During the term of the  Agreement,  US Servis will be the sole provider
         of the RM Services to the Client,  as described in Exhibit B,  provided
         however that this shall not preclude  Client from using other  services
         or performing such services  itself (i) for Prior Accounts  Receivable,
         (ii) for each UPA Department  until  implementation  of RM Services has
         occurred for such UPA  Department  as  scheduled in the  Implementation
         Plan or until such time as implementation  actually occurs for such UPA
         department if  implementation  was not completed in accordance with the
         Implementation  Plan due to US Servis fault or due to such other reason
         as is acceptable to the Implementation Subcommittee,  (iii) for any UPA
         Department  for which RM Services  have been  terminated as provided in
         Section  9(D),  (iv) as provided  herein for  Capitated  Contracts  and
         Client Processing,  and (v) charges which are subject to new or changed
         requirements of state or federal regulatory  authorities or third party
         payors,  prior to US Servis  being able to satisfy  such new or changed
         requirements,  provided however that use of an alternate  service shall
         cease  when  US  Servis  is  able  to  satisfy   such  new  or  changed
         requirements.

4.       Relationship of the Parties

         Client  acknowledges  that US Servis is not a  collection  agency.  All
         employees  of US Servis who provide the RM Services  are employed by US
         Servis,  US Servis determines and pays their salaries and US Servis has
         sole  authority to hire,  assign,  promote,  demote and terminate  such
         employees.  US Servis is  performing  the services and duties  required
         hereunder as an independent contractor and not



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         as an  employee,  agent,  partner  of or  joint  venture  with  Client.
         Further,  US  Servis  shall  have no  authority  to bind  Client to any
         commitment, contract, agreement or other obligation unless the Board of
         Directors  of  Client  authorizes  US  Servis  to  do  so  in  writing.
         Notwithstanding  the  foregoing,  Client has the right to object to (i)
         specific  personnel working at facilities  controlled by Client or (ii)
         personnel  working on Client's  account who have  direct  contact  with
         patients or third  party  payors on  Client's  behalf,  so long as such
         objection  is based on the  individual  engaging  in actions  which are
         detrimental  to patients,  the  patient/provider  relationship,  or the
         UPA/third  party  payor  relationship  and does not violate the law. If
         Client  does so  object,  Client  agrees  to work  with US Servis in an
         effort to resolve the objection without prohibiting the individual from
         working at facilities  controlled by Client or on Client's account.  If
         Client and US Servis are unable to resolve  such  objection to Client's
         satisfaction, US Servis agrees that such individual will no longer work
         at Client's facilities or on Client's account.

5.       Term

         The initial term of this  Agreement  will commence on December  31,1996
         and shall be effective on February  1,1997 (the  "Effective  Date") and
         continue for five (5) years after the Full  Implementation  (as defined
         below) of RM Services for all UPA Departments  (the "Term Date") unless
         sooner  terminated as provided in Section 9 below.  This Agreement will
         be renewed for  additional one (1) year terms unless either party gives
         the other written  notice at least one hundred  twenty (120) days prior
         to the  expiration of the  then-current  term.  For the purpose of this
         paragraph,  "Full  Implementation"  shall mean the earlier occurring of
         (i) the  first  day of a one  month  period  during  which US Servis is
         providing  RM  Services  for  Client  on Net  Collections  of at  least
         [confidential]  or (ii) the first  year  anniversary  of the  Effective
         Date.

6.       Fees and Credits

         Beginning as of the Effective Date, Client agrees to pay US Servis fees
         (the "Fees") as Follows:

         (A)      Monthly,  a rate of  [confidential] of Net Collections made by
                  or through US Servis for  Client  the  previous  month,  after
                  subtracting out Capitated  Contracts,  Client Processing,  and
                  Collection Agency Collections.

         (B)      Monthly,  a rate of  [confidential] on Net Collections of
                  Capitated Contracts.

         (C)      Monthly,  a rate of  [confidential]  on Net  Collections  of 
                  Client Processing.

         (D)      Monthly, a rate of [confidential] on Collection Agency 
                  Collections.

         (E)      Monthly,  for  sixty  (60)  months,  a fee  of  [confidential]
                  Implementation/Interim Use Fees  ("Implementation/Interim  Use
                  Fees") beginning with the execution of this Agreement.



                                         11

<PAGE>




         (F)      Any training of Client  personnel which is in addition to that
                  specified  in  Exhibit D will be  billed  at the then  current
                  fees, presently [confidential] per day, plus travel and living
                  expenses if such  training is to occur at a location more than
                  one hundred miles from Newark, New Jersey.

         (G)      US  Servis  will  provide   system   design  work  and  custom
                  programming,  if requested by UPA at US Servis's  then current
                  rates. US Servis's current rates are  [confidential]  per hour
                  for systems design work and [confidential] per hour for custom
                  programming.  US  Servis  agrees  that  for  the  term of this
                  Agreement,  these rates  shall not  increase at an annual rate
                  greater than the increase in the Consumer Price Index.

         (H)      For a three month  period  following  the  Interval  after the
                  implementation of RM Services for a UPA Department,  UPA shall
                  be entitled to take a [confidential].

         (I)      US Servis' obligations and Client's rights under this 
                  Agreement are conditioned upon Client's payment of fees and 
                  other charges described in this Agreement. Each of the amounts
                  payable by Client to US Servis under this Agreement shall be 
                  due and payable thirty days after Client receives an invoice
                  for such payment.  Monthly fees shall be prorated for
                  any partial month.  US Servis will assess Client a late
                  payment charge on any amount which remains unpaid more than 
                  thirty (30) days after Client receives an invoice for such 
                  payment, computed at the rate of one and one-half percent 
                  (1.5%) per month on the unpaid amount for each month
                  (or fraction thereof) that such amount remains unpaid or at 
                  the maximum rate permitted by law, whichever is less;
                  provided, however, Client will not be assessed the late 
                  payment charge on amounts disputed in good faith if Client 
                  provides US Servis with a detailed written description of any
                  disputed amounts within thirty (30) days of the receipt of the
                  invoice and pays undisputed amounts in a timely manner.
                  Receipt shall be deemed to have occurred on the earlier of 
                  five (5) business days after mailing by first class mail or 
                  actual receipt of the invoice.

7.       Expenses

         (A)      US Servis is responsible for the following  expenses it incurs
                  in conjunction  with providing RM Services except as set forth
                  in Section 7(B):

                  (i)      Salaries,  payroll taxes, 401(k), health,  disability
                           and life  insurance  with respect to all  individuals
                           employed by US Servis.

                  (ii)     Expenses associated with supplies and statements 
                           ordered by US Servis.
                  (iii)    Postage incurred by US Servis.

         (B)      Client is responsible for the following additional expenses:



                                         12

<PAGE>




                  (i)      Lockbox

                  (ii)     Courier and delivery

                  (iii)    Telephone and line charges for Client's use in all
                           practice locations

                  (iv)     Communication equipment and software located at 
                           Client's facilities

                  (v)      Devices (workstation, printers, etc.), operating 
                           system software, utility programs located at Client's
                           facilities

                  (vi)     Selection and installation of the above

                  (vii)    Expenses for additional remote locations in
                           accordance with Section 2(S).

         (C)      In the event that Client implements MedicaLogic software, the
                  MedicaLogic discount of [confidential] shall be credited to 
                  Client as the MedicaLogic software is implemented, including
                  the automatic charge capture and transfer functionality, which
                  is part of a standard release of the MedicaLogic software, for
                  each UPA Department in accordance with the formula: (Office
                  Based Visits for UPA Department Implementing MedicaLogic/Total
                  Client Office Based Visits) [confidential]. In the event
                  that as a result of changes in the number of visits per
                  department, the full discount of [confidential] is not applied
                  through the use of this formula, any remainder shall be
                  applied once all of the UPA Departments have implemented the
                  MedicaLogic Software.

         (D)      If, during the term of this Agreement any federal, state or 
                  local law or regulations shall be enacted, or any decree of 
                  any court or any other administrative agency shall be entered,
                  or Client shall enter into, become bound by, terminate, or 
                  alter any contractual arrangement, which would result in a
                  material change in the cost of providing RM Services,
                  US Servis and Client shall promptly enter into negotiations to
                  revise the Fees to provide US Servis with appropriate 
                  compensation for the Services. In the event that UPA and 
                  US Servis disagree as to whether there will be a
                  material change in the cost of providing RM Services, the
                  issue of whether there will be a material change shall be 
                  submitted to dispute resolution and arbitration pursuant to 
                  Section 11(B). If such negotiations fail to result
                  in agreement between US Servis and Client as to amended Fees
                  within sixty (60) days after US Servis advises Client of the 
                  event giving rise to the duty to negotiate set forth above,
                  then US Servis shall have the right to terminate this 
                  Agreement upon thirty (30) days' notice, which notice shall
                  be effective on the later occurring of (i) thirty (30) days 
                  after such notice is given, (ii) the effective date on which
                  US Servis must start incurring the materially changed costs,
                  or (iii) thirty (30) days after an arbitrator



                                         13

<PAGE>



                  concludes that there will be a material  change in the cost of
                  providing RM Services.

8.       Use of Informational/Confidentiality

         (A)      US Servis agrees to hold and maintain all information and 
                  documentation supplied to it by UPA as confidential 
                  information ("UPA Confidential Information"), to only use such
                  UPA Confidential Information to fulfill US Servis's 
                  obligations under this Agreement, and not to disclose UPA
                  Confidential Information to anyone who is not an employee or
                  agent of either UPA or US Servis who has a need to have access
                  to such UPA Confidential Information without UPA's prior
                  written approval. US Servis shall advise all US Servis 
                  Personnel who receive UPA Confidential Information of the need
                  to keep such information confidential and shall
                  take reasonable steps to protect UPA Confidential Information.
                  Patient information is hereby designated by UPA as UPA 
                  Confidential Information.

         (B)      UPA agrees to hold and maintain all the US Servis software,
                  documentation and all other US Servis information supplied to
                  it by US Servis as confidential information ("US Servis 
                  Confidential Information"), to only use such US Servis
                  Confidential Information to fulfill UPA's obligations under 
                  this Agreement, and not to disclose US Servis Confidential
                  Information to anyone who is not an employee or agent of
                  either UPA or US Servis who has a need to have access to such
                  US Servis Confidential Information without US Servis's prior
                  written approval. UPA shall advise all UPA personnel who 
                  receive US Servis Confidential Information of the need to keep
                  such information confidential and shall take reasonable steps
                  to protect US Servis Confidential Information.

         (C)      UPA agrees that the terms of this  Agreement are  confidential
                  information  within the protections of Section 8(B).  However,
                  either party may provide the terms of this Agreement including
                  a copy of this Agreement,  if necessary,  to any  governmental
                  agency  which  requires  that party to do so or in  compliance
                  with any law or regulation.

         (D)      The   parties   agree  to   cooperate   with  each   other  in
                  investigating,  preventing  and  stopping  the  misuse  of  US
                  Servis's Confidential  Information by UPA personnel and former
                  UPA personnel and the misuse of UPA  Confidential  Information
                  by US Servis Personnel and former US Servis Personnel.

         (E)      Client shall not copy, or disclose to any person or entity any
                  of the  software  or  documentation  or  information  (whether
                  tangible or intangible in form)  regarding any of the software
                  or  documentation;  remove or permit to be removed from any of
                  the software or documentation  any identifying mark or indicia
                  of US Servis' or other suppliers'  rights in such item; or use
                  any item of the software or documentation for any purpose



                                         14

<PAGE>



                  other than the operation of the System,  provided however that
                  this provision  shall not prevent Client from  disclosing only
                  such  information  as is  necessary  to allow  the  electronic
                  conversion  of Client's data from systems used by US Servis to
                  other systems either during the course of this Agreement or as
                  part of a phase out of US Servis,  provided  that US Servis is
                  given written  notice of such  disclosure  and the third party
                  receiving such information signs a  confidentiality  agreement
                  satisfactory to US Servis prior to receiving the  information.
                  Client agrees it will not decompose, decompile, disassemble or
                  attempt in any way to reverse engineer the software or use any
                  US Servis'  Confidential  Information to develop  functionally
                  similar software.

         (F)      Client   acknowledges   that  US  Servis  retains  all  title,
                  copyright  and  other  proprietary  rights  as it may  have in
                  software or systems  utilized under this  Agreement  including
                  all  such  rights  in  any  and  all  copies,   modifications,
                  translations  and other derivative works that duplicate or are
                  based on any such software system.

         (G)      US Servis acknowledges that all of the data provided by Client
                  is the sole property of Client and may not be used by US
                  Servis for any purpose other than providing services under
                  this Agreement to Client. US Servis acknowledges that such
                  data may include patient information and that the patient may
                  have a protectible privacy interest in such data. US Servis
                  may access Client aggregate data for purposes of comparative 
                  and aggregate reporting purposes among all US Servis clients
                  as long as US Servis abides by its confidentiality
                  requirements in this Agreement.

9.       Termination

         (A)      Either party shall have the right to terminate this Agreement
                  upon ninety (90) days' written notice to the other if (i) a
                  court having appropriate jurisdiction enters a decree or order
                  for relief in respect to the other party in an involuntary 
                  case under any Chapter 7 bankruptcy, insolvency or
                  other similar law now or hereafter in effect; or (ii) the 
                  other party commences a voluntary case under Chapter 7 of the
                  U.S. Bankruptcy Code, insolvency or other similar law now or 
                  hereafter in effect; provided however that in the event that 
                  any of the above (9(A)(i) or (A)(ii)) occur and the Court
                  permits, such termination shall not be effective until the 
                  earlier occurring of the following: (i) Client puts in place 
                  an alternative service or staff to perform the services
                  provided by US Servis, which may be done on a phase in basis, 
                  or (ii) one year after such notice of termination is
                  given.

         (B)      In the event that UPA and US Servis are unable to agree, which
                  agreement   shall  not  be   unreasonably   withheld,   on  an
                  Implementation  Plan within one hundred  eighty  (180) days of
                  the Effective Date of this  Agreement,  UPA may terminate this
                  Agreement on thirty (30) days



                                         15

<PAGE>



                  written  notice  to  US  Servis  for  a one  time  payment  of
                  [confidential].   In  the  event  of  such  termination,   the
                  provisions  of  Section  9(H) and  11(a)  will not  apply  and
                  payments  already  made  pursuant  to  Section  6(E)  will  be
                  credited against the [confidential].

         (C)      Notwithstanding anything to the contrary in this Agreement, US
                  Servis  will have the right to  terminate  this  Agreement  if
                  Client defaults on its payment obligations under Section 6 and
                  such payment  default is not cured within thirty (30) business
                  days after US Servis  delivers  written notice of such default
                  to Client.

         (D)      In the event that US Servis does not satisfy the Performance 
                  Criteria (Departmental), which are set pursuant to Exhibit C,
                  for a UPA Department, UPA may notify US Servis in writing of 
                  the specifics of the deficiency in performance. Within ten
                  (10) business days of receiving notification of such 
                  deficiency(ies) in writing, US Servis will deliver a
                  written action plan detailing the steps to be taken to 
                  eliminate the deficiencies. If US Servis is still not 
                  satisfying the Performance Criteria (Departmental) for that 
                  UPA Department one hundred (100) days after receiving written
                  notification of the deficiency(ies), UPA may present the
                  deficiency(ies) in writing to the Oversight Advisory Committee
                  which will allow US Servis an additional sixty (60) days to 
                  satisfy the Performance Criteria (Departmental) from the date 
                  that the issue is presented to the Oversight Advisory 
                  Committee if US Servis is showing progress in accordance with
                  the action plan. If the Oversight Advisory Committee
                  deems that US Servis is still not satisfying the Performance
                  Criteria (Departmental) for the UPA Department at the end of 
                  the additional period granted by the Oversight Advisory 
                  Committee, then UPA may, at its option, withdraw that UPA 
                  Department from this Agreement. If UPA does withdraw the 
                  department and the withdrawal is reasonably likely to lead
                  to Net Collections of less than $34,000,000 or to Net 
                  Collections which are more costly to collect, US Servis may, 
                  at its option, seek a readjustment in the fees charged to UPA.
                  If UPA and US Servis are unable to agree to a revised fee 
                  schedule, US Servis may terminate this Agreement upon
                  thirty (30) days written notice or seek arbitration pursuant
                  to Section 11(b).

         (E)      In the event that US Servis does not satisfy the Performance 
                  Criteria (Financial), which are set pursuant to Exhibit C, for
                  a particular year, UPA may notify US Servis in writing of the
                  specifics of the deficiency in performance. Within ten (10)
                  business days of receiving notification of such
                  deficiency(ies) in writing, US Servis will deliver a written 
                  action plan detailing the steps to be taken to eliminate the
                  deficiencies and shall have ninety (90) days after the 
                  delivery of the action plan to fully implement them. After 
                  such ninety day period, if US Servis does not satisfy the
                  Performance Criteria (Financial) for the next ninety (90) day
                  period and the shortage is greater than five and one half
                  percent (5.5%) of the



                                         16

<PAGE>



                  Performance Criteria (Financial) for that period, then UPA may
                  either (i) extend the period for  satisfying  the  Performance
                  Criteria  (Financial)  or  (ii)  submit  the  dispute  to  the
                  Oversight  Advisory  Committee or (iii) submit the dispute for
                  resolution  pursuant to Section 11(b) or (iv)  terminate  this
                  Agreement  on ninety  (90) days  notice  to US  Servis,  which
                  termination shall be deemed a termination for cause.

         (F)      In the event that US Servis fails to satisfy governmental
                  regulatory requirements after specifications for such 
                  requirements have been made available to the public and, as a
                  result of that failure, charges for UPA Providers in excess of
                  $10,000,000 cannot be submitted for reimbursement for a period
                  of ninety (90) or more days, UPA may send a notice of 
                  termination to US Servis to terminate this Agreement upon at
                  least ninety (90) days written notice to US Servis, provided
                  however that such termination notice shall be rescinded if 
                  US Servis satisfies such regulatory requirements for the 
                  charges that could not be submitted within forty-five (45)
                  days after issuance of the termination notice.

         (G)      Client  may  terminate  this  Agreement  at any time after the
                  third  anniversary  of the Term  Date  upon  sixty  (60)  days
                  written  notice  upon  paying  to US  Servis in a lump sum all
                  remaining  monthly   Implementation/Interim  Use  Fees  and  a
                  [confidential]  early  termination fee,  provided however that
                  such  termination is not for the purpose of having RM Services
                  provided by another third party or directly by Client to bring
                  such RM Services in house.

         (H)      In the event that this  Agreement  is  terminated  pursuant to
                  Sections 9(A) or 9(C), Client shall pay to US Servis in a lump
                  sum  all  remaining   Implementation/Interim   Use  Fees,  all
                  outstanding  unpaid  amounts  due US Servis and the  following
                  additional flat rate payment for early termination:

                  Timing                                           Payment

                  [confidential]

         (I)      In the event of a termination of this Agreement for any reason
                  other than those provided in Sections 2(V),  7(D) or 9(B), UPA
                  shall pay in a lump sum all  remaining  Implementation/Interim
                  Use Fees. For  terminations as provided in 2(V), 7(D) or 9(B),
                  UPA  shall  remain   responsible   for  paying  the  remaining
                  Implementation/Interim  Use Fees on a monthly  basis until all
                  such payments have been made.

         (J)      US Servis has the right to terminate  this  Agreement upon the
                  occurrence of events described in Section 2(V) and 7(D).

10.      Termination Procedures




                                         17

<PAGE>



         In the event this Agreement is  terminated,  for any reasons other than
         non-payment  of fees,  US Servis will (a) continue to perform  Services
         for part or all of Client, at the then-current rates hereunder for such
         period as is set forth in  Section  9, if any,  and for a period of one
         hundred twenty (120) days after the Termination Date regarding accounts
         receivable  relating to charges generated by UPA Providers for clinical
         procedures  prior to the end of that period (b) thereafter  discontinue
         processing the Client's existing accounts  receivable,  and (c) deliver
         to Client a final list of accounts receivable and a complete electronic
         file  in  a  standard  record  layout  of  Client's  data   (additional
         programming  shall be provided by US Servis, if requested by Client, at
         the rates set forth in Section 6(G) and after payment of all fees owed,
         and (d) have no further obligations to Client, except that auditing may
         still occur as provided herein. Client may negotiate with US Servis for
         additional  transitional services to be provided by US Servis after the
         Termination  Date at Client's  additional  expense.  Upon  termination,
         Client  shall  destroy  or return to US Servis  all copies of US Servis
         manuals and confidential  material,  provided however that Client shall
         be  permitted  to maintain  any  material  that is  necessary to assist
         Client in meeting auditing and regulatory  requirements  with regard to
         the work previously done by US Servis until such time as maintenance of
         such material is no longer required.

11.      Dispute Resolution

         In the event that a dispute  arises  between US Servis and Client which
         cannot  be  resolved  in  the  normal  course,  the  following  dispute
         resolution procedure shall be followed:

         (A)      US Servis' Executive Director and Client's Executive Director 
                  shall meet and resolve the issues; if these individuals cannot
                  resolve the issue within thirty (30) business days of the 
                  meeting then (i) the issue shall be submitted to the Executive
                  Director of Client and US Servis' Vice President of Physician
                  Services; if these parties cannot resolve the issue
                  within thirty (30) business days of submission to them, then 
                  (ii) the issue shall be submitted to the CEO of US Servis and
                  the President of the Client. If they are unable to resolve the
                  issue within ten (10) days thereafter, either party may
                  present the issue to the Oversight Advisory Committee.
                  If the Oversight Advisory Committee cannot resolve the issue 
                  within sixty (60) days, either party invoke the procedures set
                  forth in Section 11(B).

         (B)      Even if the procedures established in Section 11(a) above are
                  not effective in resolving the dispute, except as provided in
                  Section 11(C), the parties firmly desire to resolve all 
                  disputes arising hereunder without resort to litigation in 
                  order to protect their respective business reputations and the
                  confidential nature of certain aspects of their relationship.
                  Accordingly, any controversy or claim arising out of or 
                  relating to this Agreement, or the breach thereof, shall be 
                  settled by arbitration administered either by
                  the American Arbitration Association in accordance with its
                  Commercial



                                         18

<PAGE>



                  Arbitration Rules, the CPR Institute for Dispute Resolution or
                  JAMS,  and judgment on the award rendered by the arbitrator or
                  arbitrators  shall be binding and  conclusive  on the parties,
                  and shall be kept  confidential by the parties to the greatest
                  extent possible. Arbitration shall be by one arbitrator who is
                  knowledgeable  with  regard  to  the  regulatory  requirements
                  imposed on physician  practice groups  including  Medicare and
                  Medicaid  requirements,  billing and  collection  by physician
                  practice groups,  and computer systems used in support of such
                  billing  and  collection.  In the event that the  parties  are
                  unable to agree on an arbitrator, the arbitration organization
                  to which the  dispute  has been  submitted  shall  select  the
                  arbitrator who meets the above requirements. In the event that
                  one of the parties  submits any  dispute for  arbitration  and
                  does not seek  termination  of the Agreement as a remedy,  the
                  arbitrators  shall  make  such  equitable  adjustment  as  the
                  arbitrator  deems  appropriate  in lieu of  finding  that  the
                  Agreement  should be  terminated.  No  disclosure of the award
                  shall be made by the  parties  except as required by law or as
                  necessary or appropriate to effectuate the terms thereof.

         (C)      This Section 11 shall not apply to any unauthorized disclosure
                  by of Confidential Information, as such disclosure could cause
                  the  provider  of such  Confidential  Information  irreparable
                  harm,  and thus the party may be entitled  to seek  injunctive
                  relief  to  prevent  the  release  and  dissemination  of such
                  Confidential Information in addition to any other rights which
                  it may have pursuant to this Agreement, in law or in equity.

12.      Liability for Damages

         US Servis'  liability caused or asserted to be caused directly by or as
         a direct result of the performance of US Servis' duties hereunder shall
         be limited to Client's  actual  damages up to the  aggregate  amount of
         Fees  paid by Client to UPA not to  exceed  $750,000  ("Limit")  in the
         aggregate,  provided  however  that if Net  Collections  for the  prior
         twelve  (12) months  exceed  $37,000,000,  the Limit shall  increase to
         $875,000,  that if Net  Collections  for the prior  twelve  (12) months
         exceed  $40,000,00,   the  Limit  shall  increase  to  $1,000,000,  and
         thereafter   that  for  each  additional   $5,000,000   increase  above
         $40,000,000 in Net  Collections  for the prior twelve (12) months,  the
         Limit shall  increase by an  additional  $100,000.  US Servis shall not
         have responsibility for consequential,  incidental, punitive or special
         damages of any kind  whether or not US Servis  could  foresee  economic
         loss to  Client.  Client is solely  responsible  for the  accuracy  and
         adequacy of the information  and data furnished for processing,  and US
         Servis is solely  responsible for the work done by US Servis  personnel
         in  processing  such  data.  This  Section  states  US  Servis'  entire
         liability to Client and Client's  exclusive  remedy  regardless  of the
         form of action.

13.      Indemnification and Insurance




                                         19

<PAGE>



         (A)      US Servis agrees to maintain the following  minimum  insurance
                  coverage's in the aggregate during the term of this Agreement:
                  Comprehensive  General  Liability  -  $1,000,000;  Errors  and
                  Omissions  -  $2,000,000;   Excel's  Liability  -  $3,000,000;
                  Workers Compensation as per state requirements.

         (B)      Nothing  in  this  Section   shall  relieve  the  Client  from
                  liability  proximately  caused by  employees  of Client in the
                  normal   course  of  their   duties  or  caused  by   Client's
                  maintenance of its facility or equipment.

         (C)      US Servis  warrants that all RM Services shall be performed in
                  a competent and workmanlike manner.

                  (D)      OTHER THAN THOSE STATED IN THIS AGREEMENT, US SERVIS
                  DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES
                  EXPRESS, IMPLIED OR STATUTORY. INCLUDING THE IMPLIED
                  WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
                  PARTICULAR PURPOSE.

         (E)      Client acknowledges and agrees that US Servis (i) is not 
                  responsible for, and has had no involvement or participation
                  in, the gathering, preparation or development of the back-up
                  documentation which substantiates or evidences the Prior 
                  Accounts Receivable of Client; and (ii) is not
                  responsible for validating, verifying or determining the
                  accuracy of the Prior Accounts Receivable or detecting or 
                  correcting prior errors with regard to the Prior Accounts 
                  Receivable. Client will be responsible for all matters related
                  to Client prior to the Implementation Date(s), including,
                  but not limited to billings, collections, third party 
                  reimbursement and accounts receivable. Any costs associated
                  with matters arising prior to the Implementation Date(s) will
                  be the sole responsibility of Client and is not included in
                  the fee to be paid to US Servis under this Agreement. Client
                  agrees to defend, indemnify and hold US Servis harmless from
                  and against any and all costs, liabilities, damages or
                  expenses (including reasonable attorneys' fees) relating to or
                  arising out of matters which occurred prior to the 
                  Implementation Date(s).

         (F)      Client  agrees to  indemnify US Servis from any and all costs,
                  liability and damages  arising out of claims based on Client's
                  termination  of  employees  as a result  of  having  US Servis
                  provide RM Services and any events which  occurred  while such
                  employees were employees of Client, provided however that this
                  indemnification shall not apply to decisions by US Servis with
                  regard to which employees of UPA, if any, to hire.

         (G)      Client agrees to defend, indemnify and hold US Servis harmless
                  from any and all costs,  liability and expense (a) arising out
                  of claims by the practice or any patient of the practice which
                  claims  are not  based  upon  acts or  omissions  of US Servis
                  employees,  RM Services or the performance of RM Services; and
                  (b) relating to coding or billing violations resulting from



                                         20

<PAGE>



                  actions  taken or  omitted  by US Servis or its  employees  in
                  accordance  with  the  terms  of this  Agreement  and with the
                  direct written instructions of Client).

14.      Non-Employment

         During  the  term of this  Agreement  and  for a one  (1)  year  period
         commencing with the termination of this Agreement each party agrees not
         to  solicit  or  employ,   directly  or  indirectly,   or  through  any
         third-party  rendering  services on behalf of such party, any employees
         of the other or its parent,  affiliates or subsidiaries without written
         consent of the other party. Each party agrees that the other party does
         not have an  adequate  remedy at law to protect  its rights  under this
         Section and agrees that the non-defaulting party will have the right to
         injunctive  relief from any violation or  threatened  violation of this
         Section.  Notwithstanding  the above,  Client  retains the right at the
         termination  of this  Agreement  to re-hire any  employees of US Servis
         that were  employees  of Client prior to the  commencement  of services
         under this Agreement.

15.      Force Majeure

         Neither  US Servis  nor Client  shall be  responsible  for any delay or
         failure of  performance  resulting  from causes  beyond its control and
         without its fault or negligence. Such causes shall include, but are not
         limited to, acts of God or a public  enemy,  acts of any  government or
         authority  (federal,   state,  or  local),   fires,  floods,  or  other
         disasters,  epidemics,  strikes,  freight  embargoes,   degradation  of
         telephone or other means of communications  service by any third party,
         and unusually severe weather conditions that preclude performance under
         this  Agreement.  US  Servis  and  Client  shall,  however,  use  their
         commercially reasonable efforts to perform their respective obligations
         hereunder despite any interruption by any of the foregoing causes.

16.      References and Site Visits

         Client agrees that so long as, in Client's sole  discretion,  US Servis
         is performing the Services in a manner  satisfactory to Client,  Client
         will host site  visits and provide  references  to  prospective  new US
         Servis  Clients  to the extent  such  activities  do not become  unduly
         burdensome.  Client will allow US Servis to list and to refer to Client
         as a US Servis customer in its materials.

17.      Notice

         Any notice,  payment,  demand or communication required or permitted to
         be given by the  provisions of this  Agreement will be effective on the
         date of receipt if sent or delivered via U.S.  mail,  postage  prepaid,
         facsimile  or  overnight  courier  to US Servis,  Inc.,  414 Eagle Rock
         Avenue,  West  Orange,  New Jersey  07052,  Attention:  Vice  President
         Physician Services, if to US Servis and University



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         Physician Associates, 30 Bergen Street, Room 1202, Newark, New Jersey
         07107, Attention: Executive Director/CEO, if to Client.

18.      Jurisdiction

         This Agreement  shall be executed in the County of Essex,  State of New
         Jersey.  It shall be  governed by and  construed  under the laws of the
         State of New Jersey.  In the event any action is  commenced  to enforce
         rights of the parties  hereunder,  the parties agree that the courts of
         the State of New Jersey shall have exclusive jurisdiction.

19.      Miscellaneous

         (A)      This  Agreement  contains the entire  agreement of the parties
                  relative  to the  Services  to be  provided  to Client  and no
                  representations,  inducements, promises or agreements, oral or
                  otherwise,  between the parties not embodied in this Agreement
                  will be of any force or effect.

         (B)      US Servis shall not delegate or  subcontract  any  substantial
                  portion of RM Services to any other party  without the written
                  consent  of UPA,  which  shall not be  unreasonably  withheld,
                  provided  however  that this  provision  shall not prohibit US
                  Servis from using third parties to provide computer support or
                  systems.   In  the   event   of   any   such   delegation   or
                  subcontracting,  US Servis shall remain fully  responsible for
                  the RM Services so delegated or subcontracted.

         (C)      This Agreement shall not be assigned by US Servis or UPA 
                  without the prior written consent of the other except to a 
                  parent or subsidiary or another subsidiary of its parent or to
                  a successor by purchase, merger or consolidation. In the event
                  of a purchase or merger of US Servis by or with a third party,
                  UPA may, upon thirty (30) days prior written notice to US
                  Servis (prior to the purchase or merger) or its successor
                  (after the purchase or merger), terminate this Agreement upon
                  demonstrating that it has suffered a decrease in the Net 
                  Collection Rate or Net Collections or otherwise has suffered
                  actual damages resulting from such purchase or merger. 
                  US Servis and its successors and UPA are bound by the terms of
                  this Agreement. If US Servis or a successor requires UPA to
                  convert to another computer system that would require changes
                  to the terminal devices utilized by the office based personnel
                  at UPA's site ("Office Based System"), UPA shall have the 
                  right to refuse and insist on compliance with the terms of 
                  this Agreement and the support of UPA's current Office
                  Based System unless US Servis provides UPA with the terminal
                  devices or applicable upgrades to existing devices, training 
                  to use the new or upgraded terminal devices, to the extent
                  that the manner in which such devices are used has changed,
                  and training to use functionality in the new application 
                  software which is equivalent to the functionality existing in
                  the prior software that UPA had been trained to use, and 
                  US Servis



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                  application   software  comparable  in  functionality  to  the
                  software  then being used by US Servis to support UPA required
                  for the Office Based System conversion at no cost to UPA.

         (D)      This  Agreement  specifically  supersedes any prior written or
                  oral agreements  between the parties relating to the provision
                  of Services. The invalidity of any provision of this Agreement
                  shall not affect the validity of the remaining provisions, and
                  this Agreement shall be construed as if such invalid provision
                  had been omitted.

         (E)      Any federal,  state or local excise,  sales,  use or other tax
                  (except US Servis'  income taxes,  payroll taxes and corporate
                  taxes)  imposed  on US  Servis  or  Client  as a result of the
                  execution  of this  Agreement or the  performance  of any duty
                  hereunder shall be borne, by direct payment or  reimbursement,
                  by Client.

         (F)      This  Agreement  shall be binding  upon and shall inure to the
                  benefit  of  US  Servis  and  Client  and  to  each  of  their
                  respective  assigns and successors.  Nothing contained in this
                  Agreement  shall be construed to permit the  assignment  by US
                  Servis or Client  without  prior  written  notice to the other
                  except  to a  parent  or  subsidiary  or a  subsidiary  of its
                  parent,   or  to  a  successor   by   purchase,   merger,   or
                  consolidation. No assignment shall relieve the assignor of its
                  obligations under this Agreement.

         (G)      US Servis and Client acknowledge that they are duly authorized
                  by appropriate  corporate  action to enter into this Agreement
                  and that this  Agreement  is being  signed by duly  authorized
                  agents authorized to act on their respective behalf.

         (H)      Medicare Access: Upon the written request of the Secretary of
                  Health and Human Services, the Comptroller General of the 
                  Government Accounting Office, or their authorized 
                  representatives, US Servis shall make available all contracts,
                  books, documents and records relating to the nature and
                  extent of the costs hereunder for a period of four (4) years 
                  after the furnishing of services hereunder. If contractor 
                  carries out any of the duties of this Agreement through a 
                  subcontract with a value of $10,000 or more over a twelve (12)
                  month period.  US Servis agrees to include this requirement in
                  any such subcontract.

         (I)      US Servis will continue to offer its Reimbursement  Management
                  and  Information  Management  Services while utilizing the IDX
                  Practice   Management   System  if  Client  acquired  the  IDX
                  solution.  In  addition,  if at some point during the five (5)
                  year term of this Agreement, Client decides to acquire IDX, US
                  Servis  will work with Client to begin  implementation  of the
                  IDX Practice Management System within one hundred eighty (180)
                  days following written notice from Client.




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IN WITNESS  WHEREOF and intending to be legally  bound,  the parties have caused
this  Agreement  to be  executed  on the  dates  set  forth  below  next  to the
signatures.

CLIENT:                                        US Servis, Inc.


By:/s/   Leonard Bielory, M.D.                       By:/s/ Graham O. King
                

Date:  January 21, 1997                              Date:  January 21, 1997





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                                  Exhibit A

                  (Oversight Advisory Committee Procedures)

Composition:

Equal number up to six members.


US Servis:                                           Client:

CEO                                                  President

Vice President of Physician Services                 Executive Director

Executive Director                                   4 other members

Vice President, Northeast

2 Service Representatives of Department


Voting:

US Servis                                            One Vote

Client                                               One Vote


Purpose:


o        To provide strategic direction to the activities of the two entities as
         they  relate to the  support  of one  another in  accomplishing  mutual
         goals.


o        To act as a final  review board and arbiter on any  operational  issues
         that  may  not  be   resolved   by  first  the   Departmental   Service
         Representative  and  Department  Administrator/Chair;   second  by  the
         Executive Director of US Servis and UPA; third by the Vice President of
         Physician Services and the Executive Director and/or President of UPA.


o        To  act  as  a  final  decision  making  board  when  required  on  any
         contractual  issues  between  Client  and  US  Servis  that  may  be in
         question, need resolution, or when the agreement or scope of work needs
         to be amended in light of changing needs or requirements.




<PAGE>





o         To form and oversee the Implementation Subcommittee

o        To agree on revisions  to the  Agreement  based on Material  Changes in
         accordance with Section 7(D) of the Agreement.

Process:
o         The committee shall meet as needed but at least quarterly.

o         Resolution of all issues presented to the committee must be achieved.

o         The vote cast by each party shall be binding on that party.

o        If after 60 days, resolution can not be achieved,  the dispute shall be
         referred to arbitration as set forth in Section 11(B) of the Agreement.






<PAGE>



                                 Exhibit B

                               (RM Services)


Reimbursement Management Services as described in Section 2 a) of the Agreement
include the following;


         1.       Billing and collections; accounts receivable management.

         2.       Annual fee schedule review.

         3.       Annual chart and superbill review.

         4.       Routine/ongoing training of office staff on coding and data 
                  entry errors.

         5.       Decision support and management reporting as described in
                  Section 2(K).

         6.       Masterfile maintenance/system administration for the US Servis
                  software system.

         7.       Software maintenance and upgrades to the US Servis software 
                  system.



US  Servis  waives  exclusivity  as per  Section 3 of the  Agreement  on two (2)
through five (5) above and on one (1) as long as for one (1) above, US Servis is
performing the services described in one (1) for Client on Net Collections of at
least [confidential] per year.






<PAGE>



                                    Exhibit C

                             (Performance Criteria)


I.       Performance Criteria (Financial)

         Client and US Servis  recognize  the first year  following the contract
         signing will be spent on implementing,  reorganizing, etc. and specific
         performance will be impossible to measure.  Therefore, year one will be
         used to  establish  "real" Net  Collection  amounts and Net  Collection
         rates.  Performance Criteria (Financial) for years two through five and
         the following years shall be set by the Oversight Advisory Committee in
         accordance  with  the  procedures  for  Oversight   Advisory  Committee
         decision  making based on the Net  Collections  and Net Collection Rate
         for the first year, with annual changes built in to account for changes
         in charges by UPA,  changes in the number of UPA Providers,  changes in
         methods of reimbursement, and changes in the reimbursement rate for new
         and current Third Party Payors.

         Termination of the entire  Agreement  based on performance in the first
         year will be based on material deviation from the  Implementation  Plan
         as a result of factors which are under US Servis' sole control.

         Termination of the entire  Agreement based on performance in subsequent
         years  (years two through  five) will be based  solely on US Servis not
         meeting the established Net Collection  levels and Net Collection Rates
         established  within 90 days of completion of implementation for all UPA
         Departments.


II.      Performance Criteria (Departmental)

         US Servis agrees that it shall, within one hundred twenty (120) days of
         the  commencement  of the  implementation  of  services  for  each  UPA
         Department  and at the  beginning  of each  contract  year  thereafter,
         jointly  establish  with  Client  and  the  UPA  Department  Chair  and
         Administrator,  a set of business  goals.  These  business  goals shall
         include  areas such as those listed below and shall be mutually  agreed
         upon objectives for that subsequent year of performance.


         The Business Goals are as follows:

Cash:

         Net Collection Rate Goals for the UPA Department






<PAGE>



Administrative:

         Days in A/R Goals for the UPA Department

         Charge Entry Goals for the UPA Department

         Payment Posting Goals for the UPA Department Accounts Receivable Follow
         Up Goals


         Procedure for feedback on performance of US Servis personnel






<PAGE>



                               Exhibit D
                               (Training)

          (To be based on Contract Issues, Agreed Upon Solutions,
                         Headings Purpose and Process)


During the implementation  period, or for one year following the Effective Date,
whichever is sooner,  US Servis will provide the mutually  agreed to training to
ensure a successful implementation. US Servis will provide group training, at no
cost to  Client  as long as the  training  is  conducted  at US  Servis or at an
appropriate facility at the Client's Newark campus. If training is required at a
site other than the aforementioned it will be charged pursuant to Section 6(F).


On an ongoing basis,  US Servis will provide group training once per month at no
cost to  Client  as long as the  training  is  conducted  at US  Servis or at an
appropriate facility at the Client's Newark campus. If training is required at a
site other than the aforementioned it will be charged pursuant to Section 6(F).


US Servis shall  provide  formal  training to  providers  quarterly in one group
session  regarding  compliance  issues,  E&M coding,  and other  general  coding
related  issues.  Once a year, US Servis shall do a  chart/coding  audit of each
Department and shall provide the Department  Chair/Administrator  with a written
summary of the findings as well as a  Department  specific  training  session to
review Department specific issues.






<PAGE>



                                     Exhibit E

                               (Implementation Plan)


         The  purpose  of the  implementation  Plan is to map out the  roles and
         responsibilities of each party required to install and implement the RM
         Services in the most  efficient and  cost-effective  manner.  US Servis
         shall prepare a detailed  Implementation Plan with a description of the
         tasks to be  performed,  a  proposed  timetable  for  those  tasks  and
         identification  of the Party responsible for each task. US Servis shall
         provide  the  Plan  to  UPA  for  its  review  and  comment.  Once  the
         Implementation  Plan has been mutually  agreed to, it will be signed by
         US Servis and UPA and deemed a part of this Agreement. It is the intent
         of both parties that the  Implementation  Plan will be agreed to within
         one hundred eighty (180) days of the execution of this Agreement.  Once
         agreed  to, the  Implementation  Plan may only be changed by the mutual
         agreement of the parties.






<PAGE>



                                     Exhibit F

                               (Strategic Alliance)


Purpose


1.       In order to make UPA and its Affiliates more attractive to managed care
         organizations  (MCO) and community based  physicians,  provide superior
         reimbursement   management  services,   information  systems  (practice
         management, managed care and electronic medical record) and the ongoing
         information systems management services.

2.       Provide UPA and its Affiliates with reimbursement  management  services
         and "information systems" that will result in increased cash collection
         and a reduction in expenses  associated  with providing  these services
         and systems.

3.       Create a relationship that encourages mutual input to benefit both
         organizations in the timely definition, development and testing of new
         products and services.

4.       Provide US Servis with a large,  prestigious,  local customer that will
         serve as a "showplace" for the company's  integrated  suite of services
         and information systems for the ambulatory care marketplace.

Structure

The purpose and operational guidelines of the Strategic Alliance are included in
this Exhibit to the body of the Agreement  between UPA and its Affiliates and US
Servis.

Operating Guidelines

The  following  guidelines  deal only with the proposed  Strategic  Alliance and
would be in addition to the negotiated contractual terms and conditions.

1.       An Oversight  Advisory Committee will be established in accordance with
         Exhibit A of the Agreement which will be comprised of senior management
         from both organizations  would meet on a regularly  scheduled basis to:
         review current performance, mutually identify new/improved products and
         services,  and plan how to jointly promote the information  systems and
         management  services  that UPA and its  Affiliates  and US  Servis  can
         provide  New  Jersey  based  managed  care   organizations   and  other
         healthcare providers.

2.       When US Servis is marketing its Reimbursement  Management  Services and
         information  systems  directly  to new  physician  owned  and  operated
         primary  care  delivery  system  prospects  in the  Northern New Jersey
         counties of Essex, Union,




<PAGE>


         Hudson, Bergen, Morris, Sussex, Warren and Passaic, US Servis agrees to
         do so exclusively through the Strategic Alliance.

Economic Incentives

In return for a 5 year contract for US Servis to provide the proposed management
services  and  information  systems,  UPA and its  Affiliates  will  receive the
following economic incentives:

1.       Once MedicaLogic's Logician Electronic Medical Record is implemented in
         a UPA Department,  including the automatic  charge capture and transfer
         functionality,  which is part of a standard  release of the MedicaLogic
         software, [confidential].

2.       [confidential]

3.       UPA will receive $150,000 of US Servis stock upon contract signing.  It
         is  expected  that the  appreciation  of this  stock  will  equate to a
         $150,000  per year  savings to UPA.  Such stock is to be returned to US
         Servis if the Agreement is  terminated  for any reason prior to the end
         of the initial five year term.

4.       [confidential]




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