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                                                                  Exhibit 10 (t)

                            GBIPA SERVICE AGREEMENT

     This GBIPA Service Agreement is made and entered into as of this 1st day of
January, 1997 by and between PHYSICIANS HEALTH SERVICES OF CONNECTICUT, INC., a
Connecticut corporation ("PHS") and Greater Bridgeport Individual Practice
Association ("GBIPA");

     WHEREAS, PHS is a health maintenance organization licensed under the laws
of the State of Connecticut, which provides or arranges for the provision of
Covered Services (as defined below) to Members (as defined below);

     WHEREAS, GBIPA is an individual practice association which has entered into
contracts with physicians and other health care providers to arrange for and
facilitate the provision and delivery of Covered Services (as defined below) to
Members;

     WHEREAS, PHS and GBIPA are currently parties to an IPA Service Agreement
dated January 1, 1996 which expires December 31, 1996;

     WHEREAS, PHS and GBIPA desire to continue the provision of Covered Services
(as defined below) to Members (as defined below) pursuant to this GBIPA Service
Agreement as of the Effective Date (as defined below);

     WHEREAS, PHS and GBIPA mutually desire to preserve and enhance patient
dignity;

     NOW, THEREFORE, in consideration of the premises and other mutual covenants
herein contained and other good and valuable considerations, it is mutually
agreed as follows:

                            ARTICLE 1.  DEFINITIONS
                            -----------------------

1.1  "Advisory Committee" means a committee comprised of representatives of
     GBIPA, and such other individual practice associations, physician hospital
     organizations or directly contracted physicians with which PHS contracts
     for the provision of Covered Services, which elect to have representation
     on the Advisory Committee.

1.2  "Contracted Services" means those Covered Services listed in Exhibit A, and
     such other services agreed upon from time to time by the parties to be
     included as Contracted Services.

1.3  "Contracted Services Provider" means those third party vendors which assume
     the obligation to provide Contracted Services.

1.4  "Consultant Physician" means a physician (other than a Non-GBIPA
     Participating Physician) to whom a Member has been referred in writing by a
     Participating Physician.

1.5  "Copayment" means the fee specified in Programs, payable by a Member at the
     time Covered Services are rendered.

1.6  "Covered Services" means those Medically Necessary health care services and
     benefits that Members are entitled to receive pursuant to a Program and as
     described in a Subscriber Agreement or pursuant to a Summary Plan
     Description, including, without limitation, those services required by the
     Health Maintenance Organization Act of 1973, and any amendments thereto,
     and applicable state laws.  Unless otherwise stated, as used herein,
     Covered Services excludes Contracted Services.

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1.7  "Effective Date"  means January 1, 1997.

1.8  "Eligible Participating Physician" means a Participating Physician who is a
     Primary Care Physician and who participates in a gatekeeper model Program,
     who satisfies eligibility requirements for distribution of a bonus pool, as
     determined by PHS and GBIPA and as described in Section 3.10 of this
     Agreement.

1.9  "Emergency" means a sudden unexpected serious occurrence requiring
     immediate medical attention or a life-threatening situation.  The
     determination of whether Emergency services are Covered Services rests
     exclusively with the Medical Director.

1.10 "Excess Payment" means in any Health Care Year, payments made by PHS on
     behalf of GBIPA pursuant to Section 5.3 that exceed the capitation payments
     allocated to GBIPA in accordance with Section 5.2.  For purposes of this
     calculation, amounts paid pursuant to Section 5.10 shall be added to the
     payments made pursuant to Section 5.3 for such Health Care Year.

1.11 "GBIPA Member" means Members for whom the subscriber has chosen a
     Participating Physician as a Primary Care Physician.

1.12 "Health Care Year" means the 12 month period commencing January 1, 1996 and
     ending on December 31, 1996 and any successive 12 month periods thereafter
     if this Agreement is extended beyond its initial term, as set forth in
     Section 9.1.

1.13 "Medical Director" means one or more physicians or other persons appointed
     by PHS to be responsible for, among other things, administering PHS's
     medical affairs and for serving as medical liaison to Participating
     Physicians.

1.14 "Medically Necessary" means services or supplies which are necessary and
     appropriate for the treatment of a Member's illness or injury or for the
     preventive care of a Member, according to accepted standards of medical
     practice.

1.15 "Member" means (i) any person who has entered into a contract with PHS,
     Physicians Health Services of New York or Physicians Health Services of New
     Jersey, or another payor with whom PHS has a joint marketing arrangement,
     for the provision of medical and hospital services, and his or her eligible
     dependents; (ii) any person and his or her eligible dependents, who is
     offered health care services through a plan sponsored by his or her
     employer that is administered by PHS, Physicians Health Services of New
     York or Physicians Health Services of New Jersey; and (iii) any person who
     participates in a Program for a government sponsored plan of health
     insurance.

1.16 "Non-GBIPA Participating Physician" means a duly licensed medical doctor,
     osteopathic physician or oral surgeon who (i) is a Member of an individual
     practice association or physician hospital organization (other than GBIPA)
     with which PHS contracts for Covered Services; or (ii) with whom PHS
     directly contracts for the provision of Covered Services.

1.17 "Office Manual" shall mean the PHS Office Manual describing, among other
     things, GBIPA's rules, regulations, protocols and procedures; GBIPA's
     reimbursement guidelines; PHS's billing procedures, referrals and
     authorization policies, termination protocols and appeals procedures (the
     current termination appeal protocols and procedures are attached hereto and
     made a part hereof); and PHS's utilization review and quality assessment
     guidelines, coding guidelines and benefit summaries, as such Office Manual
     is revised from time to time; provided, however, that no amendments or
     modifications to the Office Manual shall be made without GBIPA's consent
     which will have the effect of (i) adversely affecting any rights or
     remedies of GBIPA as against PHS or any Participating Physician; (ii)
     adding to, increasing or adversely affecting (as to GBIPA) any

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     obligations of GBIPA to PHS or any Participating Physician; or (iii)
     amending or modifying any sanctions, penalties or termination protocols of
     PHS as against any Participating Physician or GBIPA's process for
     sanctioning, penalizing or terminating any Participating Physician or
     appealing decisions with respect thereto. The Office Manual as in effect on
     the date hereof is incorporated herein by reference. As used herein,
     "Office Manual" means both the PHS and GBIPA sections of the Office Manual.

1.18 "Participating Physician" means a duly licensed medical doctor, osteopathic
     physician or oral surgeon who has entered into a currently effective
     Physician Agreement with GBIPA.

1.19 "Performance Standards" means standards used by PHS to measure performance
     of Participating Physicians, including without limitation, quality of care
     and service, compliance with utilization and referral protocols, billing
     procedures, claims adjudication, record keeping requirements and such other
     criteria reasonably believed by PHS to be appropriate, as such Performance
     Standards may be modified from time to time.  Without limiting the
     foregoing, the measurement instrument currently in force is the Physician
     Practice Profile.

1.20 "Physician Agreement" means an agreement between GBIPA and Participating
     Physicians in the form of Exhibit B hereto, as such Exhibit B may be
     amended or modified from time to time.

1.21 "Primary Care Physician" means a Participating Physician chosen by a GBIPA
     Member to provide primary care services, including without limitation,
     physical examinations, preventive health services and continuity of care in
     the overall management of a Member's health care.

1.22 "Programs" means all programs of health insurance established, administered
     and/or maintained by PHS, Physicians Health Services of New York, Inc., or
     Physicians Health Services of New Jersey, Inc., or any company that owns or
     is owned by PHS, or is established, administered and/or maintained jointly
     by PHS and another payer now or at any time during the term of this
     Agreement, including, without limitation, fully funded plans,
     administrative services only plans, network access plans, small group
     plans, governmental plans (other than Medicare and Medicaid plans),
     gatekeeper model plans and exclusive provider organization plans.  Programs
     does not include Medicare, Medicaid, dental or workers' compensation plans.

1.23 "Service Area" means the City of Bridgeport and the towns of Ansonia,
     Beacon Falls, Derby, Easton, Fairfield, Milford, Monroe, Oxford, Seymour,
     Shelton, Stratford, and Trumbull in the State of Connecticut.

1.24 "Subscriber Agreement" means an agreement between a Member and PHS pursuant
     to which a Member is entitled to receive Covered Services or reimbursement
     for Covered Services.

1.25 "Summary Plan Description" means a description of a plan for health
     benefits pursuant to an employer-sponsored benefits plan.

1.26 "Termination Date"  is December 31, 1997 or such later date as provided in
     Section 9.1 of this Agreement.

                       ARTICLE II - PHS RESPONSIBILITIES
                       ---------------------------------

2.1  PHS Functions.  PHS will perform, as requested by GBIPA, all
     -------------
     administrative, marketing, enrollment, financial, utilization review,
     accounting, claims processing and payment, management information systems,
     quality assessment and other functions necessary or appropriate for the
     proper administration of the Programs and all services necessary or
     appropriate to Members, other than clinical services. Subject to Section
     6.2 of this Agreement, GBIPA shall be responsible for tax accounting and
     accounting relating to GBIPA's internal functions.  PHS will monitor the

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     performance of Participating Physicians and may take action based upon
     performance of a Participating Physician or refer such Participating
     Physician to GBIPA for disciplinary action.

2.2  Credentials.  PHS shall be responsible for all credentialing and
     -----------
     recredentialing of all Participating Physicians in accordance with PHS and
     GBIPA credentialing guidelines.  PHS shall promptly notify GBIPA of any
     Participating Physicians known by PHS to have (i) retired or relocated from
     the Service Area; (ii) terminated participation in all PHS Programs; or
     (iii) terminated their status as a Participating Physician. PHS may
     terminate any Participating Physician from participation in all its
     Programs in accordance with the due process protocols set forth in the
     Office Manual. PHS shall develop and maintain grievance procedures for
     Members and Participating Physicians.

2.3  Office Manual.  PHS shall maintain the Office Manual for the benefit of
     -------------
     PHS, GBIPA and Participating Physicians, which shall set forth the
     programs, procedures, rules, regulations and protocols of GBIPA and PHS,
     relating to the delivery of Covered Services by Participating Physicians
     and participation of Participating Physicians as members of GBIPA.  PHS
     shall furnish an Office Manual to GBIPA and each Participating Physician
     and shall send supplements or revisions to the Office Manual to GBIPA and
     Participating Physicians prior to the effective date thereof.  PHS shall
     develop Performance Standards which it shall use to monitor performance of
     Participating Physicians.  PHS shall promptly advise GBIPA (or the Advisory
     Committee if such Committee is assigned responsibility by GBIPA for
     performance reviews of Participating Physicians) if a Participating
     Physician fails to satisfy such Performance Standards.

2.4  PHS Programs.  PHS shall develop and administer programs to enhance the
     ------------
     delivery of Covered Services to Members, including programs to achieve more
     effective quality controls, cost and utilization efficiencies.  PHS shall
     consult with the Advisory Committee in the development and implementation
     of programs and performance standards that would materially affect the
     manner in which participating Physicians deliver Covered Services to
     Members and shall use its best efforts to incorporate such recommendations
     of the Advisory Committee that would not adversely affect the
     administration of such programs, or PHS's financial condition or business
     operations.

2.5  Access to Information.  PHS shall provide GBIPA, or its designees, computer
     ---------------------
     access at GBIPA's offices to information maintained by PHS relating to all
     collected utilization, unit cost, per member per month medical expense and
     related data associated with GBIPA Membership and the membership associated
     with GBIPA's pricing region (currently Western Connecticut).  PHS agrees to
     work with GBIPA (or its designee) in the evaluation of this data in order
     to address trends in utilization, unit costs, and/or per member per month
     medical expenses.  PHS will make such information available to GBIPA on a
     "CPT-4" code basis, and other basis as determined reasonably by GBIPA and
     PHS.  PHS will provide GBIPA access to the data at no cost to GBIPA;
     provided, however, that PHS shall not be required to provide GBIPA such
     computer access if access to data would result in disclosure of information
     that is proprietary to PHS, information that relates to vendors other than
     GBIPA, or confidential information, the disclosure of which may result in a
     breach of a confidentiality agreement between PHS and another party.
     Special reports will be provided to GBIPA without charge if the parties
     agree that such reports will assist GBIPA in lowering its health care
     costs, or the utilization of Participating Physicians.

2.6  Advisory Committee.  GBIPA shall participate in the Advisory Committee and
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     such other IPA committees, composed of representatives of IPAs, PHOs or
     individual physicians contracting with PHS in the State of Connecticut,
     that have been formed or may be formed for reasons of establishing
     reimbursement schedules, performing utilization review and other issues
     relating to the PHS network.  The Advisory Committee and such other
     committees shall have proportional representation among all IPAs, PHOs or
     individual physicians represented therein in accordance with commercial
     membership, inclusive of fully insured and administrative services only
     members, by IPA in relation to PHS commercial membership in the State of
     Connecticut.  The President of GBIPA shall serve as an ex officio member of
                                                            ----------
     the Advisory Committee and such

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     other Committees, which appointment shall not be considered part of the
     proportional representation described in the preceding sentence. The
     Advisory Committee may not be dissolved without the consent of all entities
     that have representatives on such Committee.

                      ARTICLE III - GBIPA RESPONSIBILITIES
                      ------------------------------------

3.1  GBIPA Services.  PHS hereby retains GBIPA to render Covered Services from
     --------------
     the Effective Date to the Termination Date to Members through Participating
     Physicians and where appropriate, Consultant Physicians.  Participating
     Physicians, and not GBIPA, shall be solely responsible for all medical
     advice provided to and treatment rendered by Participating Physicians and
     Consultant Physicians.  GBIPA represents that it is authorized to act as
     the agent for each Participating Physician for purposes of entering into
     this Agreement.  GBIPA shall not be responsible for the provision of
     Covered Services that are (i) Contracted Services; (ii) inpatient hospital
     services by employees or staff of a hospital; (iii) Covered Services
     rendered to Members by non-GBIPA participating Physicians.  All Covered
     Services rendered by Participating Physicians shall be subject to the terms
     and conditions of this Agreement and the Physician Agreement.

3.2  Quality of Medical Care.  GBIPA shall use its best efforts to ensure that
     -----------------------
     Covered Services provided to Members by Participating Physicians are of a
     quality of medical care that is in conformity with accepted medical care
     and surgical practices of the American Medical Association and the practice
     prevailing in the Service Area.

3.3  Availability of Services.  GBIPA shall provide for the availability of
     ------------------------
     Covered Services within the Service Area at such times and in such
     locations as shall be required to satisfy the needs of GBIPA Members and as
     shall be necessary to enable GBIPA to discharge its obligations hereunder.

     PHS will consult with the Advisory Committee with respect to future actions
     to be taken to permit compliance as set forth in the preceding sentence.

3.4  Medical Advice.  GBIPA and Participating Physicians shall be solely
     --------------
     responsible for all medical advice and treatment rendered to Members
     receiving medical care from Participating Physicians and for the
     performance of Covered Services.

3.5  Training  Each Participating Physician will have the training and
     ----------
     experience in the field in which they perform Covered Services.  GBIPA
     agrees that each Participating Physician shall enter into a Physician
     Agreement with GBIPA and GBIPA will take such further acts as necessary or
     desirable to amend the Physician Agreement upon reasonable request of PHS.

3.6  PHS Rules.  GBIPA shall comply with PHS programs, rules and protocols
     ---------
     (collectively, "Rules") adopted by PHS in furtherance of Article II hereof;
     provided, however, that no amendments or modifications to the Rules shall
     be made without GBIPA's consent that will have the effect of (i) adversely
     affecting any rights or remedies of GBIPA as against PHS or any
     Participating Physician; (ii) adding to, increasing or adversely affecting
     (as to GBIPA) any obligations of GBIPA to PHS to any Participating
     Physician; or (iii) amending or modifying any sanctions, penalties or
     termination protocols of PHS or against any Participating Physician or the
     process for sanctioning, penalizing or terminating any Participating
     Physician from PHS Programs or appealing decisions or terminating any
     Participating Physician from PHS Programs or appealing the decisions with
     respect thereto.  GBIPA shall use its best efforts to ensure that
     Participating Physicians comply with all policies and procedures as set
     forth in the Office Manual and all applicable law.

3.7  Adequacy of Network.  GBIPA shall at all times maintain a sufficient number
     -------------------
     of Participating Physicians to provide Covered Services hereunder.  If PHS
     believes at any time that the number of Participating Physicians, taken as
     a whole or within any specialty, including without limitation,

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     primary care, is insufficient, it shall consult with GBIPA and PHS and
     GBIPA shall jointly develop a plan to correct such insufficiency as
     expeditiously as possible. Notwithstanding the foregoing, in the event that
     PHS reasonably and in good faith determines that there is an unmet need
     and/or insufficient delivery system capacity for a specific physician
     service and has identified one or more physicians that satisfy its
     credentialing criteria, PHS may contract directly with such physician if
     GBIPA does not agree, after notice from PHS, to admit the physician as a
     Participating Physician.

3.8  Hold Harmless.  GBIPA agrees that it shall look solely to PHS for payment
     -------------
     for Covered Services provided to Members by Participating Physicians under
     the Plans.  GBIPA further agrees that in no event, including but not
     limited to non-payment by PHS or GBIPA, PHS or GBIPA insolvency, or breach
     of this Agreement shall GBIPA or Participating Physicians or Consultant
     Physicians charge, collect a deposit from, seek compensation, remuneration
     or reimbursement from or have any recourse against a Member, other than PHS
     acting on a Member's behalf, for Covered Services rendered pursuant to this
     Agreement.  This provision shall not prohibit collection by Participating
     Physicians of copayments or supplemental charges made in accordance with
     Programs.  This Section 3.8 shall survive termination of this Agreement
     regardless of the cause giving rise to termination and shall be construed
     to be for the benefit of Members.

3.9  Delegation.  GBIPA and PHS agree that GBIPA may delegate to PHS the
     ----------
     performance of such of its responsibilities as GBIPA may determine from
     time to time.

3.10 Bonus Pool.  PHS shall establish a bonus pool in connection with its
     ----------
     gatekeeper model plan equal to 15% of the annual aggregate capitation
     payments to Participating Physicians who receive capitation payments in
     respect of IPA Members who have selected a Participating Physician as their
     Primary Care Physician in such Program.  Interest earnings on amounts held
     in the bonus pool shall be the property of PHS and neither GBIPA nor
     Participating Physicians shall assert any claims to such amounts.  Amounts
     in the bonus pool shall be distributed by PHS to Eligible Participating
     Physicians no more than 75 days following the end of each Health Care Year.
     If PHS fails to distribute the bonus pool within 15 days following written
     notice by GBIPA that PHS is in default of the distribution provisions of
     the preceding sentence. PHS shall pay interest for each day elapsed
     thereafter on amounts owed as bonus pool distributions at a rate equal to
     the Citibank prime rate.

3.11 Administrative Services.  GBIPA shall be liable for its administrative
     -----------------------
     costs, including the costs of all insurance deemed necessary or advisable
     to it; provided, however, that PHS shall provide to GBIPA, upon GBIPA's
     request and without additional charge, administrative support generally
     provided as of the date hereof and administrative support similar in scope
     to the administrative support given by PHS to other provider organizations
     with which PHS contracts for health care services.  Additional support
     services shall be provided by PHS upon GBIPA's request.  GBIPA shall pay
     PHS the reasonable out of pocket cost of providing such services and no
     services shall be performed without GBIPA's prior approval of the
     compensation arrangements.

                             ARTICLE IV - PROGRAMS
                             ---------------------

4.1  Program Design and Introduction.  PHS shall have sole authority over
     -------------------------------
     matters relating to Program design, participation of a Participating
     Physician in PHS Programs, introduction of new Programs and modification or
     elimination of existing Programs, including without limitation,
     utilization, referral, quality assessment, reimbursement and reimbursement
     protocols relating to such Programs.  PHS shall consult with the Advisory
     Committee in the material design features of Programs and shall use its
     best efforts to incorporate the recommendations of the Advisory Committee
     into final Program design as are reasonably necessary or desirable in the
     Advisory Committee's view and that do not adversely affect the
     administration, financial or operational aspects of such Program.

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4.2  Participation in Programs.  Except (i) as waived by PHS, which waiver PHS
     -------------------------
     shall not unreasonably withhold or delay and (ii) for Participating
     Physicians who did not elect to participate in the Passport Program at the
     time of its inception, Participating Physicians are required to participate
     in all Programs and PHS may not exclude any Participating Physician except
     as set forth below.  GBIPA agrees to sanction or terminate in accordance
     with the Physician Agreement, Office Manual, or otherwise, any
     Participating Physician who notifies GBIPA or PHS that he or she will not
     participate in a Program or who does not accept Members enrolled in one or
     more Programs.  Notwithstanding the foregoing, PHS may select, after
     consultation with GBIPA, a subset of Participating Providers for
     governmental Programs if, in its reasonable discretion, PHS believes that
     fewer than all Participating Providers should be permitted to participate
     in a such governmental Program, or upon GBIPA's consent, which consent
     shall not be reasonably withheld for all other Programs, if PHS is
     requested to reduce the size of its panel of participating Providers for an
     employer group of 1,000 or more eligible Members.  Notwithstanding the
     foregoing, PHS may terminate a Participating Physician from participation
     in all Programs in accordance with the due process protocols set forth in
     the Office Manual.

                            ARTICLE V - COMPENSATION
                            ------------------------

5.1  Capitation System.  Except as set forth in Section 5.6 hereof or except as
     -----------------
     specifically provided and agreed to by GBIPA in connection with certain
     Programs, PHS shall allocate to GBIPA a monthly capitation from which GBIPA
     shall compensate Participating Physicians, Consultants (in case of Covered
     Services rendered to GBIPA Members), and also, in cases of Medical
     Emergency or upon prior approval by PHS, non-Participating Physicians and
     providers, for Covered Services which are rendered to GBIPA Members except
     (i) Covered Services pursuant to Programs which are paid directly by the
     employer; and (ii) Covered Services pursuant to Programs for which PHS pays
     participating Physicians directly (through capitation, fee for service or
     any other payment methodology).  GBIPA agrees that, together with PHS, and
     upon PHS's request, it will consider special promotional capitation
     arrangements for employer groups of 1,000 or more eligible members.  Except
     as otherwise provided herein, it is understood and agreed that GBIPA shall
     be solely responsible for compensating the foregoing health care providers
     from the capitation payments allocated to it for such Covered Services, and
     GBIPA shall not look to PHS for any additional compensation.  The
     capitation payments payable hereunder are set forth in Exhibit C.

     (a) GBIPA shall not be liable for the costs of rendering Contracted
         Services or for Covered Services for which PHS pays Participating
         Physicians directly, which Services shall be paid by the Contracted
         Service providers or PHS, as the case may be, directly and not charged
         against capitation payments held in the risk sharing fund.

5.2  Payments Administered by PHS.  The amount allocated as the monthly
     ----------------------------
     capitation for Covered Services pursuant to Section 5.1 shall be held and
     administered by PHS for the purpose of enabling GBIPA to discharge its
     payment obligations as set forth in Section 5.1.  PHS shall act as GBIPA's
     agent for purposes of making all payments and distributions to
     participating Physician and Consultant Physicians (in cases of Covered
     Services rendered to GBIPA Members).  GBIPA agrees that the payments made
     by PHS as GBIPA's agent hereunder shall be deducted from amounts allocated
     to GBIPA as capitation payments.  Payments shall be made irrespective of
     whether actual payments made pursuant to this paragraph exceed the amounts
     allocated to GBIPA as capitation payments.  Subject to Section 5.4,
     payments shall be made in accordance with the following:

     (a) Compensation for Participating Physicians and Consultants shall be
         calculated on the basis of the lesser of (i) the Physician's or
         Consultant Physician's billed charges, and (ii) the reimbursement
         schedules agreed to by PHS and GBIPA (through the reimbursement
         committee) from time to time or an actuarially determined capitation
         amount.  The

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         administrative guidelines for reimbursement of fees shall be maintained
         by PHS. GBIPA agrees that the aggregate fees for 1996 shall not exceed
         the aggregate fees that were payable in 1995.

     (b) Participating Physicians shall be paid within two (2) months of the
         receipt by PHS of a properly submitted bill for Covered Services,
         except for claim payments subject to claims recovery through
         coordination of benefits (C.O.B.).  Participating Physicians shall only
         be paid for bills for Covered Services received by PHS within ninety
         (90) days of the date of service, unless such bills have been subject
         to claims recovery through C.O.B., basic reparation of benefits under
         an automobile no-fault policy, worker's compensation or subrogation
         activity.  For Covered Services involving C.O.B., GBIPA shall be liable
         to pay Participating Physicians only for bills received within twelve
         (12) months of the date of service.  Participating Physicians may not
         bill Members for bills for Covered Services which are not submitted in
         accordance with this clause (b).

5.3  Withhold and Reserve Provision.  PHS may establish a withhold provision for
     ------------------------------
     a percentage of the compensation payable to GBIPA pursuant to Section 5.1
     on behalf of Participating Physicians for Covered Services, to be held in a
     risk fund, it being understood and agreed that the amounts retained shall
     be applied to offset the amounts by which the actual costs of Covered
     Services rendered to GBIPA Members exceed budgeted amounts for such Health
     Care Year.  PHS may not change the withhold amounts without GBIPA's
     consent; provided, however, that if overutilization is projected to result
     in deficit balances in the withhold account at the end of the Health Care
     Year, GBIPA and PHS shall adjust the withhold amounts to correct the
     anticipated deficit in the withhold amount.  Actual withhold amounts may
     vary according to category of services provided, Program and Participating
     Physician, as determined by GBIPA; provided, however, that the withhold may
     not be reduced below 15%.  The withhold amount shall be initially
     established at 20%, but may be reduced to no less than 15% upon request of
     GBIPA.  PHS and GBIPA shall, at regular intervals, review the utilization
     and costs of such services.  Amounts withheld or reserved in the risk funds
     shall be allocated and distributed at the end of each Health Care Year or
     earlier as reasonably agreed to by the parties.  Amounts that remain in the
     risk sharing fund due to the withhold provision at the end of each Health
     Care Year shall be made available to GBIPA not more than 75 days following
     the end of each Health Care Year for distribution to Participating
     Physicians.  If PHS fails to distribute the withhold amount within 15 days
     following written notice by GBIPA that PHS is in default of the
     distribution provisions of the preceding sentence, PHS shall pay interest
     for each day elapsed thereafter on amounts owed as withhold distributions
     at a rate equal to the Citibank prime rate.  Amounts remaining in the
     withhold fund at the end of a  Health Care Year shall be distributed in
     accordance with GBIPA's instructions, potentially including a variable risk
     return in 1996.  Amounts earned on funds held in the withhold account shall
     be the property of PHS and neither GBIPA nor Participating Physicians shall
     assert any claims to such amounts.  Amounts payable to Participating
     Physicians pursuant to Section 5.6 (Self Funded Payers, Direct Payments)
     shall not be subject to this Section 5.4. Commencing on January 1, 1997,
     PHS shall, at GBIPA's request, implement a variable withhold for payments
     made to individual Participating Physicians pursuant to Section 5.3.  The
     percent level of withhold for specific programs and the methodology for a
     variable withhold program shall be subject to GBIPA's consent.

5.4  Excess Payment.  If PHS makes Excess Payments, GBIPA shall be liable to PHS
     --------------
     for the percent of such Excess Payments as set forth on Exhibit C and shall
     repay such amounts within 30 days after notice from PHS of the extent of
     the Excess Payment.  GBIPA has the right to increase the percentage of
     compensation withheld to such levels GBIPA may deem necessary to preserve
     GBIPA's fiscal integrity.

5.5  Intra-Network Payments.  PHS shall make payments as GBIPA's agent from
     ----------------------
     capitation amounts allocated to GBIPA for Covered Services rendered to
     GBIPA Members by Non-GBIPA Participating

                                       8
<PAGE>

     Physicians, Consultant Physicians and other providers in PHS's network of
     providers. PHS will pay Participating Physicians for Covered Services
     rendered to Members who are not GBIPA Members in accordance with Section
     5.2; such payments on behalf of Members who are not GBIPA Members shall not
     be charged against the capitation amount allocated to GBIPA. All payments
     made hereunder will be subject to the withhold provisions set forth in
     Section 5.3.

5.6  Self Funded Payers; Direct Payments.  For Programs with respect to which an
     -----------------------------------
     employer group self-funds its claims expense or Programs in which PHS
     elects to pay Participating Physicians on a fee for service basis without
     regard to capitation, PHS shall compensate Participating Physicians in
     accordance with the fee schedule then in effect.  For Programs in which
     Participating Physicians are capitated directly, PHS shall compensate such
     Participating Physicians in accordance with Exhibit C.

5.7  Forms; Cooperation.
     ------------------

     (a)  GBIPA shall arrange for Participating Physicians to bill PHS for
          Covered Services provided to Members on forms specified by PHS.  These
          forms shall specify the Covered Services provided and shall include
          all of the statistical and descriptive medical, diagnostic and patient
          data together with identifying information required by PHS.

     (b)  GBIPA shall arrange for Participating Physicians to cooperate with and
          participate in PHS programs for coordination of benefits with other
          health care plans or any other permitted methods of third party
          recovery.  Such programs include, but are not limited to, the
          following:

          (i)    Assisting Members with required forms.

          (ii)   Where duplicate coverage exists and the Program appears to be
                 secondary coverage, notifying PHS and for ninety (90) days
                 seeking payment from the other health care plan, before seeking
                 payment from PHS or self funded payer.

          (iii)  Where other plan(s) must pay their benefits before the benefits
                 of the applicable Program, accepting as PHS's payment, the
                 lesser of the payment determined in accordance with Section 5.2
                 (a) and the amount equal to the provider's usual charges for
                 Covered Services, reduced by amounts paid by other plan(s) (or
                 to be paid in the case of Medicare, Worker's Compensation Law,
                 occupational disease or any similar law).

5.8  Coverage Questions.  PHS shall make timely payment to Participating
     ------------------
     Physicians as provided in Section 5.3 unless prior to the expiration of the
     period set forth therein PHS notifies the Participating Physician in
     writing that additional information is required or that a coverage question
     (including without limitation, a question relating to coordination of
     benefits or pre-existing conditions) exists.  Such notice shall specify any
     additional information required and shall describe the nature of the
     coverage question.  PHS shall endeavor in good faith to promptly resolve
     coverage questions, and shall make payment, if appropriate, promptly after
     coverage questions are resolved but in no case later than ninety (90) days
     after a submission of all required information.  In the case of requests
     for additional information, the claims shall be paid within the thirty (30)
     days of receipt of all requested information.

5.9  Subrogation.  In the event a Member is injured by an act or omission of a
     -----------
     participating Physician in connection with the rendering of Covered
     Services hereunder, PHS may elect to pursue its subrogation rights, if any,
     against the potentially responsible participating Physician.  PHS shall
     make payment to the Physician in accordance with this Agreement while
     pursuing those rights.

                                       9
<PAGE>

5.10 Administrative Fee.  PHS shall pay GBIPA an annual administrative fee,
     ------------------
     payable out of the payments made pursuant to Section 5.1 hereof, in monthly
     installments due no later than the fifth working day of each month.  GBIPA
     shall endeavor to establish the annual administrative fee prior to the
     commencement of a Health Care Year, and shall notify PHS of the amounts of
     each monthly payment; provided, however, that the fees may be established
     and/or changed in the GBIPA Board of Directors' sole discretion no less
     than 30 days prior to the effective date of the change.  The annual
     administrative fee shall be such amount as determined by GBIPA to be
     reasonable compensation for its administrative services.

                             ARTICLE VI  - RECORDS
                             ---------------------

6.1. PHS Members.  PHS shall maintain such records and establish and adhere to
     -----------
     such procedures as shall be reasonably required to ascertain the number and
     identity of Members, which information shall be provided to GBIPA upon its
     request.  GBIPA shall cooperate with PHS in connection with such records
     and procedures to the end of enabling the parties to accomplish with
     maximum efficiency and minimum administrative cost, determinations of
     eligibility for coverage and the amount of compensation payable to GBIPA.

6.2. Accounting.  PHS shall maintain, in accordance with generally accepted
     ----------
     accounting practices, such financial and accounting records as shall be
     necessary, appropriate or convenient for the proper administration of this
     Agreement.

6.3. Statistical Records.  PHS and GBIPA shall jointly maintain such statistical
     -------------------
     records with respect to Covered Services, including the utilization
     thereof, as shall be necessary, appropriate, or convenient for the proper
     administration of this Agreement.

6.4. Compliance With Law.  GBIPA and PHS agree to maintain their records in
     -------------------
     accordance with applicable federal and state laws and regulations and
     further agree to participate as necessary in required regulatory
     examinations.

6.5. Medical Records.  GBIPA shall arrange for Participating Physicians to
     ---------------
     maintain adequate medical records for Members.  GBIPA and PHS shall make
     reasonably available the medical records, subject to all applicable state
     and federal privacy and confidentiality requirements, to each other upon
     request without cost in order to determine that the content of such report
     and the quality of care rendered are acceptable, as well as for peer
     review, grievance review recredentialing or any other reasonably necessary
     purposes.

6.6. Confidentiality.  PHS and GBIPA shall ensure confidentiality of Members'
     ---------------
     health and medical records.  GBIPA and PHS each agree that all records,
     reports, data, data formats, financial information and other documents or
     information pertaining to the other or any related company which are
     provided, made available, or otherwise disclosed to the other pursuant to
     this Agreement or the relationship between PHS and GBIPA, are confidential,
     and may not be disclosed to any person or entity for any reason at any time
     during or subsequent to the term of this Agreement, except for their
     attorneys, accountants, or other representatives and except as required by
     law.  Anything to the contrary contained in the foregoing notwithstanding,
     any information which has entered the public domain, except solely by a
     party's violation of this provision, shall not be deemed to be confidential
     hereunder.

             ARTICLE VII - LEGAL RELATIONSHIP BETWEEN PHS AND GBIPA
             ------------------------------------------------------

Independent Contractors.  The relationship of the parties is that of independent
-----------------------
contractors.  None of the provisions of this Agreement are intended to create
nor shall be construed to create a partnership, or joint venture relationship
between the parties. Except as to payment procedures for which PHS shall act as
GBIPA's

                                       10
<PAGE>

agent hereunder, neither party hereto nor any of their respective officers,
members, employees or physicians shall be deemed to be the agent, employee, or
representative of the other party.

                  ARTICLE VIII - INDEMNIFICATION AND INSURANCE
                  --------------------------------------------

8.1. Physician Insurance.  GBIPA shall require all of its Participating
     -------------------
     Physicians and all Consultant Physicians to whom a Member is referred by a
     Participating Physicians to maintain professional liability insurance
     acceptable to PHS in an amount not less than $1,000,000 per incident and
     $3,000,000 aggregate to cover all demands, claims and expenses of all kinds
     that may result or arise out of any alleged malpractice or neglect caused
     or alleged to have been caused by such individuals or any of their agents,
     employees, or representatives in the performance or omissions of any act
     relating to this Agreement.

8.2. Cooperative Defense.  The parties recognize that, during the term of this
     -------------------
     Agreement and for some period thereafter, certain risk management issues,
     legal issues, claims or actions may arise that involve or could potentially
     involve the parties and their respective employees and agents.  The parties
     further recognize the importance of cooperating with each other in good
     faith when such issues, claims or actions arise to the extent that such
     cooperation does not violate any applicable laws, cause breach of any
     duties created by any policies of insurance, or otherwise compromise the
     confidentiality of communications of information regarding the issues,
     claims or actions.  The parties shall cooperate in good faith, using their
     best efforts, to address such risk management and claims handling issues in
     a manner that strongly encourages full cooperation between the parties.
     Nothing in this Section 8.2 shall affect any cross or counter-claims that
     may be available to the parties hereto.

                         ARTICLE IX- TERM OF AGREEMENT
                         -----------------------------

9.1. Term.  The term of this Agreement shall be for a period of one year
     ----
     commencing on January 1, 1996, and shall continue until and through
     December 31, 1997.  The term shall automatically be extended for subsequent
     twelve month periods unless at least 120 days and not more than 150 days in
     advance of the Termination Date or such subsequent anniversary date, either
     party hereto shall notify the other party of its intention to modify or
     terminate the Agreement; provided, however, that such action shall not
     release GBIPA of its obligations imposed with respect to Members then
     receiving treatment.

                           ARTICLE X - MISCELLANEOUS
                           -------------------------

10.1.  Successors.  This Agreement shall be binding upon and inure to the
       ----------
       benefit of the parties hereto, their respective heirs, successors and
       assigns, but may not be assigned by either party without the prior
       written consent of the other party, provided, however that a succession
       to all of the assets or equity interests of any party shall not be deemed
       to be an assignment in violation hereof.

10.2.  Delegation.  Neither GBIPA nor PHS shall, in a manner inconsistent with
       ----------
       this Agreement, subcontract or otherwise delegate its duties under this
       Agreement unless the other party so approves by written consent. All
       contracts by GBIPA with subcontractors shall be approved in writing by
       PHS prior to execution thereof and copies shall be available to PHS upon
       its request.

10.3.  Headings.  The headings of the various Sections of the Agreement are
       --------
       inserted merely for the purpose of convenience and do not, expressly or
       by implication, limit or define or extend the specific terms of the
       Sections so designated.

10.4.  Arbitration.  In the event any dispute shall arise with regard to the
       -----------
       performance or interpretations of any of the terms of this Agreement, all
       matters in controversy shall be submitted to a Board of Arbitrators
       consisting of three (3) persons, under the rules and regulations of the
       American Arbitration Association in Bridgeport, Connecticut. Both parties
       expressly covenant and agree to be

                                       11
<PAGE>

       bound by the decision of the arbitrators and accept any decision by a
       majority of the arbitrators as a final determination of the matter in
       dispute.

10.5.  Enforceability.  The validity, enforceability and interpretation of any
       --------------
       of the clauses of this Agreement shall be determined and governed by the
       laws of the State of Connecticut and 42 U.S.C. 300e, et seq., and any
                                                            -- ---
       amendments thereto.

10.6.  Medical Ethics.  GBIPA and PHS agree that the administration of PHS's
       --------------
       program and this Agreement shall at all times be compatible with sound
       principles of medical ethics.

10.7.  Entire Agreement.  This Agreement contains all the terms and conditions
       ----------------
       agreed upon by the parties hereto, and on or after the Effective Date,
       supersedes all other agreements, oral and otherwise, regarding the
       subject matter of the parties hereto.

10.8.  Amendment.  This Agreement may be amended at any time by mutual agreement
       ---------
       of the parties, provided that before any amendment shall be operative and
       valid, it shall be writing and signed by PHS and GBIPA.

10.9.  Interference with Contract.  If GBIPA gives written notice to PHS within
       --------------------------
       three months prior to the termination of this Agreement that GBIPA does
       not intend to renew this Agreement after its expiration, then GBIPA may
       enter into another contract with any health maintenance organization,
       preferred provider organization or similar health care service plan or
       insurance program, which contract shall be effective no earlier than the
       expiration date for this Agreement. In such case, all existing rights and
       obligations of the parties hereto with respect to this Agreement through
       and including the expiration date hereof shall remain in effect.

10.10. Notices.  Any notice required to be given pursuant to the terms and
       -------
       provisions hereto shall be in writing and shall be sent by certified
       mail, return receipt requested, prepaid, to PHS at:

                         PHYSICIANS HEALTH SERVICES OF
                         CONNECTICUT, INC.
                         120 Hawley Lane
                         Trumbull, Connecticut 06611-5313

GBIPA at:                GREATER BRIDGEPORT INDIVIDUAL PRACTICE
                         ASSOCIATION, INC.
                         3180 Main Street
                         Bridgeport, CT  06606

10.11 Exclusivity.
      -----------

      (a)  Except as provided in Sections 10.11(b) and (c) below and in Section
           3.8 hereof, (i) GBIPA agrees that neither it, not any subsidiary of
           GBIPA, shall contract with any other health maintenance organization
           or preferred provider organization or any other entity that competes
           or intends to compete with PHS in the Service Area, and (ii) PHS
           agrees that neither it, nor any subsidiary of PHS shall contract with
           any individual Participating Physician or any individual practice
           association (other than GBIPA), physician hospital organization,
           medical service organization or other organization providing
           physician services for Covered Services in the Service Area relating
           to commercial managed care products, including administrative
           services only and point of service products, or other non-
           governmental managed care products. Notwithstanding the foregoing,
           either party may contract with another party during the 120 day
           period immediately preceding the Termination Date, unless the parties
           have entered into a new agreement for a subsequent term.

                                       12
<PAGE>

      (b)  GBIPA shall terminate any Participating Physicians whose principal
           office is located outside the Service Area upon PHS's request and in
           PHS's sole discretion.

      (c)  PHS may contract directly or indirectly with (i) health care
           providers whose principal office is outside the Service Area; and
           (ii) health care providers and entities who have satellite offices in
           the Service Area but whose principal office is outside the Service
           Area, including without limitation, networks that have a geographic
           presence both inside and outside the Service Area, but whose presence
           is substantially outside the Service Area.

10.12 Compliance with Law; Policy Changes.  During the term of this Agreement,
      -----------------------------------
      PHS and GBIPA agree to incorporate any changes required by law, regulation
      or policy of NCQA.  To the extent additional national accreditation bodies
      (such as JCAH) develop their own accreditation requirements, and these
      requirements have a material impact on the ability of PHS to pursue new
      business or retain current business, GBIPA and PHS agree to work together
      in developing additional policy changes. GBIPA shall take all acts or
      actions necessary to permit compliance by PHS with applicable law as well
      as accreditation programs conducted by the NCQA, or another entity
      performing similar functions. PHS will consult with the Advisory Committee
      with respect to future actions to be taken to permit compliance as set
      forth in the preceding sentence.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
month and year above set forth.


                         PHYSICIANS HEALTH SERVICES OF
                         CONNECTICUT, INC.


                         By: ___________________




                         GREATER BRIDGEPORT INDIVIDUAL PRACTICE
                         ASSOCIATION, INC.


                         By: ___________________

                                       13
<PAGE>

                                   EXHIBIT A
                                   ---------



1.   The following shall be considered as Contracted Services:



     Audiology
     All Rehabilitative Services
     Immunizations and Injectables
     Drug and Alcohol Rehabilitative Services
     General Laboratory procedures and Cytology
     Durable Medical Equipment
     Oxygen
     Prosthetic Devices
     Ambulance
     Podiatry
     Chiropractic Services
     Optometric Services
     Prescription Drugs

                                       14