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                                                                    EXHIBIT 10.4




                         REGISTRATION RIGHTS AGREEMENT



         THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") dated as of July 19,
1999, is entered into by PROVANTAGE HEALTH SERVICES, INC., a Delaware
corporation (the "Company"), and PROVANTAGE HOLDINGS, INC., a Delaware
corporation (the "Shareholder").

         This Agreement is made in connection with the registration for sale to
the public of shares of Common Stock (as hereinafter defined) pursuant to a
registration statement on Form S-1 and any amendments thereto (the "Registration
Statement") filed with the Securities and Exchange Commission (the "Commission")
(the "Initial Public Offering").

         The Shareholder owns approximately 69.1% of the issued and outstanding
shares of Common Stock (as hereinafter defined) after completion of the Initial
Public Offering (approximately 64.5% if the overallotment option is exercised in
full. The Shareholder or any Affiliate (as hereinafter defined) that may acquire
shares of Common Stock from the Shareholder has the right to cause the Company,
upon request, to register with the Commission an offering and sale of shares of
Common Stock owned by the Shareholder or any such Affiliate, subject to the
terms of this Agreement.

         The parties to this Agreement agree as follows:

         1.  Definitions.  As used in this Agreement, the following capitalized
 terms shall have the indicated meanings:

         Affiliate - ShopKo Stores, Inc., a Wisconsin corporation ("ShopKo"),
and any Person that, directly or indirectly, through one or more intermediaries,
controls, or is controlled by, or is under common control with, ShopKo.

         Common Stock - The common stock, $.01 par value per share, of the
Company.

         Exchange Act - The Securities Exchange Act of 1934, as amended, or any
similar federal statute then in effect, and a reference to a particular section
thereof shall be deemed to include a reference to the comparable section, if
any, of any such similar federal statute.

         Holder - The Shareholder and any Affiliate which owns Registrable
Securities on the date hereof or to which Registrable Securities are transferred
after the date hereof.

         Officers' Certificate - A certificate signed by the Chairman of the
Board, the President or a Vice President and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary of the Company.

         Person - Any individual, partnership, joint venture, corporation,
trust, unincorporated organization, limited liability company, or other business
entity.


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         Registrable Securities - The Common Stock owned by the Holders and any
Common Stock which may be issued or distributed in respect thereof by way of a
stock dividend or a stock split or other distribution, recapitalization or
reclassification. As to any particular Registrable Securities, such Registrable
Securities shall cease to be Registrable Securities when they cease to be owned
by a Holder.

         Rule 144 - Rule 144 promulgated under the Securities Act, as such rule
may be amended from time to time, or any successor rule.

         Securities Act - The Securities Act of 1933, as amended, or any similar
federal statute then in effect, and a reference to a particular section thereof
shall be deemed to include a reference to the comparable section, if any, of any
similar federal statute.

         2. (a) Demand Registration. In the event that following the period the
Holder is prohibited from selling the Registrable Securities by the provisions
of the underwriting agreement relating to the Initial Public Offering, any
Holder or Holders (i) desire to sell shares of Registrable Securities owned by
such Holder or Holders and (ii) an exemption from registration under the
Securities Act or the rules and regulations promulgated thereunder, including,
without limitation, Rule 144 (or any successor rules or regulation thereto), is
not available to enable the Holder or Holders to dispose of the number of shares
of Registrable Securities it desires to sell at the time and in the manner it
desires to do so, then upon the written request of any Holder or Holders
requesting that the Company effect the registration under the Securities Act of
all or part of such Holder's or Holders' Registrable Securities and specifying
the intended method of disposition thereof, but subject to the limitations set
forth herein, the Company will promptly give written notice of such requested
registration to all other Holders of Registrable Securities, and the Company
shall file with the Commission as promptly as practicable after sending such
notice, and use its best efforts to cause to become effective, a registration
statement under the Securities Act registering the offering and sale of:

                  (i) the Registrable Securities which the Company has been so
         requested to register by such Holder or Holders; and

                  (ii) all other Registrable Securities which the Company has
         been requested to register by any other Holder thereof by written
         request given to the Company within 15 days after the giving of such
         written notice by the Company (which request shall specify the intended
         method of disposition of such Registrable Securities),

all to the extent necessary to permit the disposition (in accordance with the
intended method thereof as aforesaid) of the Registrable Securities so to be
registered; provided, that the Company shall not be obligated to file a
registration statement relating to any registration request under this Section
2(a) (A) unless the aggregate requests by the Holder or Holders for such
registration cover not less than 5.0% of the outstanding Common Stock, (B) with
respect to more than an aggregate of 3 registrations (which shall be increased
to an unlimited number of registrations if such additional registrations are
effected on Form S-3 or any successor similar short-form registration statement)
under this Section 2(a), (C) within a period of 180 days after the effective
date of any other registration statement relating to any registration request
under this Section

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2(a), or (D) if with respect thereto, the managing underwriter, the Commission,
the Securities Act or the rules and regulations thereunder, or the form on which
the registration statement is to be filed, would require the conduct of an audit
other than the regular audit conducted by the Company at the end of its fiscal
year, in which case the filing may be delayed until the completion of such
regular audit (unless the Holders requesting such registration agree to pay the
expenses of the Company in connection with such an audit other than the regular
audit).

         (b) Priority in Requested Registrations. If a requested registration
pursuant to this Section 2 involves an underwritten offering and the managing
underwriter advises the Company in writing that, in its opinion, the number of
securities requested to be included in such registration (including securities
of the Company which are not Registrable Securities) exceeds the number which
can be sold in such offering without having an adverse effect on such offering
as contemplated by the Holders (including the price at which the Holders propose
to sell such Registrable Securities) the Company will (subject to the last
sentence of this paragraph) include in such registration only the Registrable
Securities requested to be included in such registration by the Holders. In the
event that the number of Registrable Securities requested to be included in such
registration exceeds the number which, in the opinion of such managing
underwriter, can be sold, the number of such Registrable Securities included in
such registration shall be allocated pro rata among all requesting Holders on
the basis of the relative number of shares of Registrable Securities then held
by each such Holder (provided that any shares thereby allocated to any such
Holder that exceed such Holder's request shall be reallocated among the
remaining requesting Holders in like manner). In the event that the number of
Registrable Securities requested to be included in such registration is less
than the number which, in the opinion of the managing underwriter, can be sold,
the Company may include in such registration the securities the Company proposes
to sell up to the number of securities that, in the opinion of the managing
underwriter, can be sold; provided, however, that neither the Company nor any
other Person may include any securities in any registration pursuant to this
Section 2 without the prior written consent of the Holders requesting such
registration.

         (c)  Limitation on Registration Rights.

                  (i) If a request for registration pursuant to Section 2(a)
         hereof is made within 30 days prior to the conclusion of the Company's
         then current fiscal year, or within 40 days after the end of a fiscal
         year, the Company shall not be required to file a registration
         statement until such time as the Company receives its audited financial
         statements for such fiscal year.

                  (ii) The Company shall be entitled to postpone for a
         reasonable period of time (not to exceed 90 days (or, in the case of
         clause (A) below, 180 days after effectiveness of the proposed
         registration statement), which may not thereafter be extended) the
         filing of any registration statement otherwise required to be prepared
         and filed by it pursuant to Section 2(a) hereof if, at the time it
         receives a request for such registration, (A) the Company is conducting
         or about to conduct an offering of any class of its securities and the
         Company is advised by the investment banker or financial advisor
         engaged by the Company to advise the Company thereon that such offering
         would be affected adversely by the registration so demanded and the
         Company shall have furnished to the Holder or


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         Holders of Registrable Securities requesting such registration an
         Officers' Certificate to that effect, (B) the Company is in possession
         of material information that has not been disclosed to the public and
         the Company deems it advisable not to disclose such information in the
         registration statement, (C) the Company is engaged in any active
         program for the repurchase of its Common Stock or (D) the board of
         directors of the Company shall determine in good faith that such
         offering will interfere with a pending or contemplated financing,
         merger, sale of assets, recapitalization or other similar corporate
         action of the Company and the Company shall have furnished to the
         Holder or Holders of Registrable Securities requesting such
         registration an Officers' Certificate to that effect. After such period
         of postponement the Company shall effect such registration as promptly
         as practicable without further request from the Holder or Holders of
         Registrable Securities, unless such request has been withdrawn.

                  (iii) Except as otherwise provided herein, any request by a
         Holder or Holders for registration of Registrable Securities pursuant
         to Section 2(a) hereof which is subsequently withdrawn prior to the
         registration statement becoming effective shall not constitute a
         registration statement for purposes of determining the number of
         registrations to which the Holder of such Registrable Securities is
         entitled pursuant to Section 2(a); provided, however, that the Holder
         of such Registrable Securities shall reimburse the Company for all
         expenses incurred, including, without limitation, reasonable fees and
         expenses of the Company's attorneys, accountants and investment
         bankers, in connection with the preparation and filing, if filed, of
         such registration statement.

         (d) If any registration of Registrable Securities shall be made in
connection with an underwritten public offering pursuant to this Section 2, then
the Company shall not effect any public sale or distribution of any of its
equity securities or of any security convertible into or exchangeable or
exercisable for any of its equity securities ("Company Equity Securities")
(except, in each case, (1) as part of such public offering, and (2) pursuant to
employee benefit plans registered on Form S-8) during the 180 day period
beginning on the effective date of such registration, and the Company shall use
its best efforts to cause each member of the management of the Company who holds
any Company Equity Securities and each other holder of 5% or more of any Company
Equity Securities purchased from the Company (at any time other than in a public
offering) to so agree.

         3. (a) Incidental Registration. If the Company shall at any time
propose to file a registration statement under the Securities Act for an
offering of securities of the Company for cash (other than an offering relating
to (i) a business combination that is to be filed on Form S-4 under Securities
Act (or any successor form thereto) or (ii) any employee benefit plan,
including, without limitation a stock option or stock purchase plan), the
Company shall provide prompt written notice of such proposal to all Holders of
Registrable Securities of its intention to do so and of such Holders' rights
under this Section 3 and shall use its best efforts to include such number or
amount of Registrable Securities in such registration statement which the
Company has been so requested to register by the Holders thereof, which request
shall be made to the Company within 20 days after the Holder receives notice
from the Company of such proposed registration; provided, that (i) if, at any
time after giving written notice of its intention to register any securities and
prior to the effective date of the registration statement filed in connection
with

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such registration, the Company shall determine for any reason not to
register such securities, the Company may, at its election, give written notice
of such determination to each Holder of Registrable Securities and, thereupon,
shall be relieved of its obligation to register any Registrable Securities in
connection with such registration (but not from its obligation to pay the
registration expenses referred to in Section 6 incurred in connection
therewith), and (ii) if such registration involves an underwritten offering, all
Holders requesting to include their Registrable Securities in the Company's
registration must sell their Registrable Securities to the underwriters selected
by the Company on the same terms and conditions as apply to the Company, with
such differences, including any with respect to indemnification and liability
insurance, as may be customary or appropriate in combined primary and secondary
offerings. If a registration requested pursuant to this Section 3(a) involves an
underwritten public offering, any Holder requesting to include their Registrable
Securities in such registration may elect, in writing prior to the effective
date of the registration statement filed in connection with such registration,
not to register such securities in connection with such registration.

         (b) Priority in Incidental Registrations. If a registration pursuant to
this Section 3 involves an underwritten offering and the managing underwriter
advises the Company in writing that, in its opinion, the number of securities to
be included in such registration (including Registrable Securities) exceeds the
number which can be sold in such offering without having an adverse effect on
such offering as contemplated by the Company (including the price at which the
Company proposes to sell such securities), then the Company will include in such
registration (i) first, all of the securities the Company proposes to sell, (ii)
second, that number of Registrable Securities requested to be included in such
registration which, in the opinion of such managing underwriter, can be sold
without having the adverse effect referred to above, such amount to be allocated
pro rata among all requesting Holders on the basis of the relative number of
shares of Registrable Securities then held by each such Holder (provided that
any shares thereby allocated to any such Holder that exceed such Holder's
request will be reallocated among the remaining requesting Holders in like
manner).

         (c) If any registration of Registrable Securities shall be made in
connection with an underwritten public offering pursuant to this Section 3, then
the Holders shall not effect any public sale or distribution of any Registrable
Securities (except as part of such public offering) during the 180 day period
beginning on the effective date of such registration, if, and to the extent
that, the managing underwriter(s) of any such offering determine(s) that such
action is necessary or desirable to effect such offering; provided, that each
Holder has received the written notice required by subsection (a), hereof.
Notwithstanding the foregoing, no Holder shall be obligated to comply with the
restrictions of this subsection as a result of an underwritten public offering
subject to this Section 3 more than once in any twelve month period.

         4. Additional Rights. If the Company at any time grants any other
holders of Company Equity Securities any rights to request the Company to effect
the registration of any such Company Equity Securities on terms more favorable
to such holders than the terms set forth in this Agreement, this Agreement shall
be deemed amended or supplemented to the extent necessary to provide the Holders
such more favorable rights and benefits. In no event shall the Company grant to
any person any rights to request the Company to effect the registration of any

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Company Equity Securities on terms which are adverse to the rights of the
Holders set forth in this Agreement.

         5. Registration Procedures. Whenever a Holder or Holders have requested
that any Registrable Securities be registered pursuant to this Agreement, the
Company will use its best efforts to effect the registration and the sale of
such Registrable Securities in accordance with the intended method of
disposition thereof, and pursuant thereto the Company will as expeditiously as
possible:

         (a) prepare and file with the Commission a registration statement with
respect to such Registrable Securities and use its best efforts to cause such
registration statement to become effective (provided that before filing a
registration statement or prospectus or any amendments or supplements thereto,
the Company will furnish to the counsel selected by the Holders of a majority of
the Registrable Securities covered by such registration statement copies of all
such documents proposed to be filed, which documents will be subject to the
review of such counsel);

         (b) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective for
a period of not less than 90 days and comply with the provisions of the
Securities Act with respect to the disposition of all Registrable Securities
covered by such registration statement during such period in accordance with the
intended methods of disposition by the seller or sellers thereof set forth in
such registration statement;

         (c) furnish to each seller of Registrable Securities such number of
copies of such registration statement, each amendment and supplement thereto,
the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such seller may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such seller;

         (d) use its best efforts to register or qualify such Registrable
Securities under such other securities or blue sky laws of such jurisdictions as
any seller reasonably requests and do any and all other acts and things that may
be reasonably necessary or advisable to enable such seller to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such
seller (provided that the Company will not be required to (i) qualify generally
to do business in any jurisdiction where it would not otherwise be required to
qualify but for this subparagraph, (ii) subject itself to taxation in any such
jurisdiction or (iii) consent to general service of process in any such
jurisdiction);

         (e) notify each seller of such Registrable Securities, at any time when
a prospectus relating thereto is required to be delivered under the Securities
Act, of the occurrence of any event as a result of which the prospectus included
in such registration statement contains an untrue statement of a material fact
or omits any fact necessary to make the statements therein, in light of the
circumstances under which made, not misleading, and at the request of any such
seller, the Company will prepare a supplement or amendment to such prospectus so
that, as thereafter delivered to the purchasers of such Registrable Securities,
such prospectus will not

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contain an untrue statement of a material fact or omit to state any fact
necessary to make the statements therein, in light of the circumstances under
which made, not misleading;

         (f) cause all such Registrable Securities to be listed or admitted for
trading on each securities exchange or quotation system on which securities
issued by the Company that are of the same class as the Registrable Securities
are then listed or admitted for trading;

         (g) provide a transfer agent and registrar for all such Registrable
Securities not later than the effective date of such registration statement;

         (h) make available for inspection by any seller of Registrable
Securities, any underwriter participating in any disposition pursuant to such
registration statement and any attorney, accountant or other agent retained by
any such seller or underwriter all financial and other records, pertinent
corporate documents and properties of the Company, and cause the Company's
officers, directors, employees and independent certified public accountants to
supply all information reasonably requested by any such seller, underwriter,
attorney, accountant or agent in connection with such registration statement;

         (i) use its best efforts to cause such Registrable Securities covered
by such registration statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the sellers
thereof to consummate the disposition of such Registrable Securities;

         (j) obtain a "cold comfort" letter from the Company's independent
public accountants in customary form and covering such matters of the type
customarily covered by "cold comfort" letters as the seller or sellers of a
majority of the Registrable Securities being sold reasonably request;

         (k) if underwriters are engaged in connection with any registration
referred to in this Agreement, enter into underwriting or other agreements
providing indemnification, representations, covenants, opinions and other
assurances to the underwriters in form and substance reasonably satisfactory to
such underwriters; and

         (l) enter into such customary agreements (including underwriting
agreements in customary form) and take all such other actions as the Holders of
a majority of the Registrable Securities being sold or the underwriters, if any,
reasonably request in order to expedite or facilitate the disposition of such
Registrable Securities.

         6. Registration Expenses. All expenses incidental to the Company's
performance of or compliance with this Agreement, including, without limitation,
all registration and filing fees, fees and expenses of compliance with
securities or blue sky laws, printing expenses, messenger and delivery expenses,
and fees and disbursements of counsel for the Company and all independent
certified public accountants, underwriters (excluding discounts and commissions)
and other persons retained by the Company, including without limitation, all
salaries and expenses of the Company's officers and employees performing legal
or accounting duties, the expense of any annual audit or quarterly review, the
expense of any liability insurance and the expenses and fees for listing or
admitting the securities to be registered on each securities

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exchange or quotation system on which similar securities issued by the Company
are then listed or admitted will be borne by the Company, except that (i)
underwriting discounts and commissions relating to the sale of Registrable
Securities will be the responsibility of the seller of the related Registrable
Securities, (ii) filing fees relating to the registration or qualification of
Registrable Securities with the Commission and any state securities or blue sky
commission will be the responsibility of the seller of the related Registrable
Securities, (iii) printing expenses incurred in connection with any offering of
Registrable Securities pursuant to Section 2(a) hereof will be the
responsibility of the sellers, (iv) the fees and expenses of any counsel for the
sellers will be the responsibility of such sellers and (v) any special or
extraordinary auditing costs resulting solely from the registration of
Registrable Securities under this Agreement will be the responsibility of the
sellers.

         7. Term. This Agreement shall terminate upon the earlier to occur of
(i) any distribution (effected by dividend or otherwise) by the Shareholder of
all of the Registrable Securities held by it to the shareholders of ShopKo
Stores, Inc., a Wisconsin corporation, or its successors or (ii) such time as
the shares of Registrable Securities owned by the Holders of Registrable
Securities constitute less than 5.0% of the issued and outstanding shares of
Common Stock of the Company.

         8.  Indemnification.

         (a) In connection with any offering of Registrable Securities pursuant
to Sections 2(a) or 3(a) hereof, the Company agrees to indemnify, to the fullest
extent permitted by law, each Holder of Registrable Securities whose Registrable
Securities are sold in such offering, its officers and directors and each person
who controls such Holder or Holders (within the meaning of the Securities Act)
against all losses, claims, damages, liabilities and expenses (including
attorney's fees) arising out of or based upon any untrue or alleged untrue
statement of material fact contained in any registration statement, prospectus
or preliminary prospectus or any amendment thereof or supplement thereto under
which such Registrable Securities were registered under the Securities Act or
any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading, except
insofar as such untrue statement or alleged untrue statement or omission or
alleged omission was made in such registration statement, preliminary
prospectus, prospectus, amendment or supplement in reliance upon any information
furnished in writing to the Company by a Holder or Holders of Registrable
Securities expressly for use therein.

         (b) Each Holder of Registrable Securities whose Registrable Securities
are sold in any offering pursuant to Sections 2(a) or 3(a) hereof, agrees to
indemnify, to the fullest extent permitted by law, the Company, the other
Holders of Registrable Securities whose Registrable Securities are sold in such
offering, their respective officers and directors and each other person, if any,
who controls the Company or such other Holders of Registrable Securities (within
the meaning of the Securities Act) against all losses, claims, damages,
liabilities and expenses (including attorney's fees) caused by any untrue or
alleged untrue statement of a material fact contained in any registration
statement, prospectus or preliminary prospectus or any amendment thereof or
supplement thereto under which such Registrable Securities were registered under
the Securities Act or any omission or alleged omission of a material fact
required to be stated therein
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or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in such registration
statement, preliminary prospectus, prospectus, amendment or supplement in
reliance upon any information furnished in writing to the Company by such Holder
expressly for use therein.

         (c) Any person entitled to indemnification hereunder will (i) give
prompt written notice to the indemnifying party of any claim with respect to
which it seeks indemnification and (ii) unless in such indemnified party's
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the
indemnifying party will not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent will not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim will not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim.

         (d) The indemnification provided for under this Agreement will remain
in full force and effect regardless of any investigation made by or on behalf of
the indemnified party or any officer, director or controlling person of such
indemnified party and will survive the transfer of securities. The indemnifying
party also agrees to make such provisions as are reasonably requested by any
indemnified party, of contribution to any such party in the event the
indemnification provided for in this Section 8 is unavailable to or insufficient
to hold harmless an indemnified party for any reason.

         9. Participation in Underwritten Registrations. No Person may
participate in any registration hereunder that is underwritten unless such
Person (a) agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Person or Persons entitled hereunder
to approve such arrangements and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements.

         10. Rule 144. The Company covenants and agrees that it shall file in a
timely manner the reports required to be filed by it under the Securities Act
and the Exchange Act and the rules and regulations promulgated thereunder (or,
if the Company is not required to file such reports, it shall, upon the request
of any Holder, make publicly available such information), and it shall take such
further action as any Holder may reasonable request, all to the extent required
from time to time to enable such Holder to sell its Registrable Securities
without registration under the Securities Act within the limitations of the
exemptions provided by Rule 144. Upon the request of any Holder, the Company
shall deliver to such Holder a written statement as to whether it has complied
with such requirements.

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         11.  Miscellaneous.

         (a) No Inconsistent Agreements. The Company will not hereafter enter
into any agreement with respect to its securities (other than any underwriting
agreement relating to the Initial Public Offering) which is inconsistent or in
conflict with the rights granted to the Holders of Registrable Securities in
this Agreement.

         (b) Remedies. Any person having rights under any provision of this
Agreement will be entitled to enforce such rights specifically, to recover
damages caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law.

         (c) Amendment and Waivers. The provisions of this Agreement may be
amended and the Company may take any action herein prohibited, or omit to
perform any act herein required to be performed by it, only if the Company has
obtained the written consent of Holders of at least 50% of the Registrable
Securities.

         (d) Successors and Assigns. No Holder may assign this Agreement or any
of its rights or obligations hereunder to any Person other than the Shareholder
or any Affiliate without the prior written consent of the Company, and any such
attempted assignment without such prior written consent shall be void and of no
force and effect. All covenants and agreements in this Agreement by or on behalf
of any of the parties hereto will bind and inure to the benefit of the
respective successors and permitted assigns of the parties hereto whether so
expressed or not.

         (e) Severability. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or
invalid under applicable law, such provision will be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
this Agreement.

         (f) Counterparts. This Agreement may be executed in two or more
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts taken together will constitute one and the same
Agreement.

         (g) Descriptive Headings. The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.

         (h) Governing Law. All questions concerning the construction, validity
and interpretation of this Agreement will be governed by the internal law, and
not the law of conflicts, of the State of Wisconsin.

         (i) Notice. All notices, demands or other communications to be given or
delivered under or by reason of the provisions of this Agreement will be in
writing and will be deemed to have been given when delivered personally or
mailed by certified or registered mail, return receipt requested and postage
prepaid, to the recipient. Such notices, demands and other communications will
be sent to each Holder of Registrable Securities at such Holder's address as it
appears in the records of the Company (unless otherwise indicated by any such
Holder to the Company in writing) and to the Company at its principal executive
offices.

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

                              PROVANTAGE HEALTH SERVICES, INC.


                              By: /s/  Jeffrey A. Jones
                                 -----------------------------------------------
                                 Jeffrey A. Jones
                                 Executive President and Chief Operating Officer


                              PROVANTAGE HOLDINGS, INC.


                              By:   /s/  Richard D. Schepp
                                 -----------------------------------------------
                                 Richard D. Schepp, Assistant Secretary
                                 and Authorized Officer





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