MANAGEMENT SERVICES AGREEMENT

         THIS MANAGEMENT  SERVICES  AGREEMENT  ("Agreement")  entered into as of
February 24, 1998, between PA HRM and Oxford.

                                    RECITALS
         WHEREAS,  Oxford  is a health  maintenance  organization  ("HMO")  duly
licensed by the Commonwealth of Pennsylvania  pursuant to the Health Maintenance
Organization  Act to  operate  an HMO  and to  offer  certain  health  insurance
products  to covered  members in a mandatory  medical  assistance  managed  care
program called the "HealthChoices  Program" for Medical Assistance recipients in
the Oxford Service Area.

         WHEREAS, Oxford is charged with specific oversight  responsibilities in
areas  including,  but  not  limited  to,  provider  credentialing,  utilization
management,   quality  assurance,  member  services,  and  other  administrative
responsibilities   as  an  HMO  under   Pennsylvania   Department  of  Insurance
regulations;

         WHEREAS,  as an HMO, Oxford  arranges for certain  medical  services to
Covered  Members  who  reside in and  around the  Oxford  Service  Area  through
physician clinics, independent physicians,  physician group practices, hospitals
and  other  ancillary   providers,   and  assumes  certain  risk  and  financial
liabilities for providing such services to Covered Members;

         WHEREAS,   PA  HRM  provides   management   services   related  to  the
administration  of health  benefit  plans  and the  management  of  health  care
delivery  including,  but not limited to, total  medical  cost risk  assumption,
claim administration,  utilization management,  and other related administrative
services;

         WHEREAS,  Oxford  desires  to engage PA HRM to provide  certain  claims
administration,  utilization management,  quality assurance, network management,
member  services,  and other related health care cost  management  services with
respect to Covered  Members,  and to assume and share certain medical claim cost
risk and financial liabilities in the Oxford Service Area; and

         WHEREAS, PA HRM is willing to accept such engagement in accordance with
the terms and  conditions  set forth below,  and the  requisite  approval of the
Pennsylvania regulatory authorities.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  and  promises  set  forth  below,  and for  other  good and  valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:

                              TERMS AND CONDITIONS

1        INCORPORATION OF HEALTHCHOICES PHYSICAL HEALTH AGREEMENT

         1.1 Operative  Documents.  The HealthChoices  Physical Health Agreement
between the  Commonwealth  of Pennsylvania  and Oxford Health Plans (PA),  Inc.,
dated January ___,  1997,  including any  amendments  (the "HCPH  Agreement") is
specifically  incorporated  herein  and is made a part of this  Agreement.  With
regard to the governance of such documents, it is hereby acknowledged and agreed
by the parties hereto that:

         1.1(a)   In the event that any of the terms of this Agreement  conflict
                  with, are inconsistent  with, or are in addition to, the terms
                  of the HCPH  Agreement,  the terms of this Agreement  shall be
                  construed in such a manner as to allow this  Agreement and the
                  HCPH  Agreement to be read together and to be  enforceable  as
                  executed.


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2        DEFINITIONS

         The following terms shall have the meanings indicated:

         2.0 "Affiliate" means any individual,  corporation,  partnership, joint
venture,  trust,  unincorporated  organization or association,  or other similar
organization (hereinafter "Person"), controlling,  controlled by or under common
control with PA HRM or Oxford or their parent(s), whether such common control be
direct or indirect.  Without limitation,  all officers or Persons,  holding five
percent (5%) or more of the outstanding  ownership interests of PA HRM or Oxford
or their parent(s),  directors and subsidiaries of PA HRM or Oxford or parent(s)
shall be deemed to be affiliates for purposes of this Agreement. For purposes of
this definition,  "control" means the possession, directly or indirectly, of the
power  (whether  or not  exercised)  to  direct or cause  the  direction  of the
management  or policies of a Person,  whether  through the  ownership  of voting
securities,  other ownership interests, or by contract or otherwise,  including,
but not  limited  to,  the  power  to elect a  majority  of the  directors  of a
corporation or trustees of a trust, as the case may be.

         2.1 "Applicable Law(s)" means any statute, law, ordinance,  regulation,
order, rule,  judgment,  decree,  injunction,  or ruling of any federal,  state,
local or other  governmental  agency,  body or court,  or of any  other  type of
regulatory body that is applicable to the obligations or duties of a party under
this Agreement.

         2.2  "Authorization(s)"  is the means by which an Oxford  Primary  Care
Physician  refers Covered  Members to Oxford Par Providers,  including,  but not
limited to, Specialist Physicians,  hospitals, and other ancillary providers for
Covered Services.

         2.3  "Best  Efforts"  means an  undertaking  by a party to  perform  or
satisfy an obligation or duty or otherwise act in a manner reasonably calculated
to obtain the intended result by action or expenditure not  disproportionate  in
the circumstances, which means, among other things, that such party shall not be
required  to:  (i)  expend  substantial  funds  other  than for  payment  of the
reasonable and customary costs and expenses of employees,  counsel, consultants,
representatives,  or agents of such party,  and  regulatory,  license,  or other
similar fees and proper taxes in connection with the performance or satisfaction
of such  obligation or duty or other  action;  or (ii)  institute  litigation or
arbitration as a part of its Best Efforts.

         2.4 "Coverage  Certificate(s)" means any of the coverage  certificates,
benefit  plan  descriptions,  or other  similar  documents  issued  by Oxford in
connection with the HC Program.

         2.5 "Covered  Member"  means any person who is properly  enrolled  with
Oxford or who is otherwise entitled to receive Covered Services under a Coverage
Certificate.

         2.6  "Covered  Service(s)"  means  the  Medically  Necessary  hospital,
physician, and ancillary services and other benefits such as preventive services
to which Covered Members are entitled under the Coverage Certificates.

         2.7 "Credentialing  and Credentialing  Criteria" means both the process
by which Provider  credentials and qualifications are reviewed by Oxford, or its
designee,  including  recredentialing,  and the specific credentialing standards
and guidelines  established by Oxford from time-to-time and generally applicable
to Oxford Par Providers.

         2.8  "Effective  Date" means the later of the date which falls [six (6)
weeks after the first]  Monday  following the  execution of this  Agreement,  or
April 1, 1998.

         2.9      "DOH" means the Pennsylvania Department of Health.

         2.10     "DOI" means the Pennsylvania Department of Insurance.

         2.11     "DPW" means the Pennsylvania Department of Public Welfare.


<PAGE>

         2.12 "HC Program" means the HealthChoices Program implemented by Oxford
for Medical Assistance recipients in the Oxford Service Area.

         2.13 "Oxford Non Par Provider" means a hospital, physician or ancillary
provider  who or which does not have an  agreement  with  Oxford  pertaining  to
payment for Covered Services rendered to a Covered Member.

         2.14 "Oxford Par  Provider"  means an approved  hospital,  physician or
ancillary  provider  who or which has an  agreement  with Oxford  pertaining  to
payment for Covered Services rendered to a Covered Member.

         2.15 "Oxford Par Provider Agreement" means a contract between an Oxford
Par Provider and Oxford pursuant to which the Provider provides Covered Services
to Covered Members.

         2.16  "Oxford  Plan(s)"  mean those  health  benefit  plans  offered or
administered by Oxford under the HC Program from time to time during the term of
this Agreement.

         2.17  "Oxford  Service  Area" means the service area in which Oxford is
licensed by the  Commonwealth  of  Pennsylvania  to offer and administer  Oxford
Plans.  As of the  Effective  Date,  the Oxford  Service  Area  consists  of the
following  Pennsylvania  counties:  Bucks,  Chester,  Delaware,  Montgomery  and
Philadelphia.

         2.18 "Oxford  Member" means a Covered Member who has selected an Oxford
Par Provider as his or her Primary Care Physician.

         2.19  "Oxford  Network"  means  the  network  of Oxford  Par  Providers
established heretofore.

         2.21     "HCFA" means the Health Care Financing Administration.

         2.22 "HEDIS",  means the current  Health Plan Data  Information  Set as
published by NCQA, as amended from time to time.

         2.23 "Medical Director" means a licensed physician  appointed by Oxford
as its Medical Director and, where designated by Oxford or the Medical Director,
an Associate Medical Director or Assistant Medical Director.

         2.24 "Medically Necessary" or "Medical Necessity" means with respect to
health care  services and  supplies,  those  services or supplies  provided by a
hospital, skilled nursing facility, physician, or other ancillary provider, that
are  required  to identify or treat a Covered  Member's  illness or injury,  and
which are generally  consistent  with standards used by the Medical  Director or
utilization review committee of Oxford and which are:

         2.24(a)  Appropriate for the symptoms and diagnosis or treatment of the
                  Covered Member's condition, illness, disease, or injury; and

         2.24(b)  Provided for the  diagnosis,  or the direct care and treatment
                  of the Covered Member's condition, illness, disease or injury;
                  and

         2.24(c)  In accordance  with current  standards of medical  practice as
                  recognized and accepted by the medical community; and

         2.24(d)  Not primarily for the  convenience of the Covered  Member,  or
                  the Covered Member's provider; and


<PAGE>

         2.24(e)  The most  appropriate  source or level of service  that can be
                  safely  provided  to  the  Covered  Member.  When  applied  to
                  hospitalization,  this further  means that the Covered  Member
                  requires  acute care as a bed patient due to the nature of the
                  services rendered or the Covered Member's  condition,  and the
                  Covered  Member  cannot  receive  safe or adequate  care as an
                  outpatient.

In the event that the Oxford Plans are changed generally to include a definition
of Medically Necessary different from this definition,  this definition shall be
deemed to have been  automatically  modified  to be such  definition  of Medical
Necessity so included in such Oxford Plans;  provided that any such change shall
be subject to Section 5.1 below.

         2.25     "NCQA" means the National Committee on Quality Assurance.

         2.26  "Oxford"  means OXFORD  HEALTH PLANS (PA),  INC., a  Pennsylvania
business   corporation   having  offices  at  601  Walnut  Street,   Suite  900,
Independence   Square   West,   Philadelphia,   Pennsylvania,   and  its  parent
corporation,  OXFORD HEALTH PLANS, INC., a Delaware business  corporation having
offices at 800 Connecticut Avenue,  Norwalk,  Connecticut,  06854, and any other
affiliates.

         2.27 "PA HRM" means  PENNSYLVANIA  HRM, INC., a  Pennsylvania  business
corporation  having  offices at 7900 West 78th Street,  Minneapolis,  Minnesota,
55439  including,  but not limited to, its  related  organizations,  Health Risk
Management, Inc., its parent corporation, and HRM Claim Management, Inc. and the
Institute  for  HealthCare  Quality,   Inc.,  both  of  which  are  wholly-owned
subsidiaries of Health Risk Management,  Inc. Health Risk Management,  Inc., HRM
Claim Management,  Inc., and the Institute For Healthcare Quality,  Inc. are all
Minnesota business corporations.  Unless otherwise indicated,  Pennsylvania HRM,
Inc. and its related  organizations are collectively  referred to hereinafter as
"PA HRM".

         2.28  "Primary  Care  Physician"  means  a  physician  who  supervises,
coordinates and provides initial care and basic medical services as a general or
family care practitioner, or in some cases, as an internist or a pediatrician to
Covered  Members,  initiates  their  referrals for specialist care and maintains
continuity of patient care.

         2.29 "Provider" means a physician or physician group, hospital,  health
professional, vendor or facility who or which delivers health care services.

         2.30 "Specialist Physician" means a physician who provides medical care
in any generally accepted medical specialty or sub-specialty.

         2.31  "Regulatory  Approval"  means any approval or consent by,  filing
with, or notice to any federal,  state,  local or other  governmental  agency or
body, or any other type of regulatory  body  (including  without  limitation the
DOH, DOI and DPW) required with respect to the specified  matter by any statute,
law, ordinance, regulation, order or rule of any such regulatory body.

         2.32     "State" means the Commonwealth of Pennsylvania.

         2.33 "Term" means the term of this  Agreement  which shall begin on the
Effective  Date and continue for a period of five (5) years or until  terminated
pursuant to Section 8.2 of this Agreement.

         2.34     "Transition Plan" means the plan described in Section 3.10.


<PAGE>

3        RESPONSIBILITIES OF OXFORD

         3.1 Contractual  Relationships.  Oxford, as the licensed HMO and as the
party  which  entered  into  the  HCPH  Agreement  with  the   Commonwealth   of
Pennsylvania,  shall have the primary responsibility to maintain its HMO license
and the HCPH Agreement with the State and its political subdivisions.  Moreover,
Oxford shall have the primary  responsibility  to maintain in good  standing its
current license and relationships with the DPW, DOI and DOH.

         3.2  Responsibilities As HMO. During the Term, Oxford, as an HMO, shall
be  responsible  for and  perform  the  following  services  relating  to the HC
Program.

         3.2(a)   Marketing.  Oxford shall remain responsible for developing and
                  organizing  all marketing  efforts,  as permitted by the DPW's
                  policies  and  regulations  in the  Oxford  Service  Area in a
                  manner  which is  generally  consistent  with the policies and
                  regulations of the DPW and is consistent with the way in which
                  Oxford markets Oxford Plans generally.  PA HRM shall reimburse
                  Oxford for the costs of any  marketing  under  this  Agreement
                  requested by PA HRM.

         3.2(b)   Oxford  Marketing  Materials.  Oxford shall ensure that Oxford
                  Par  Providers  agree to use  only  marketing  or  non-medical
                  informational  materials which Oxford provides for purposes of
                  Covered Member interaction.  PA HRM shall reimburse Oxford for
                  the costs of any marketing  under this Agreement  requested by
                  PA HRM.

         3.2(c)   Collection  of Premiums.  Oxford shall be  responsible  to see
                  that all  premiums  from DPW with  respect to Oxford Plans and
                  riders,  if  applicable,  are handled in  accordance  with the
                  banking  arrangement  established  by mutual  agreement in the
                  Transition Plan.

         3.2(d)   Member Eligibility Verification:  Eligibility List.

                  3.2(d)(i)    Oxford shall have the primary  responsibility for
                               the performance of all enrollment and eligibility
                               functions  including  providing  to  or  for  the
                               benefit of each Covered Member, Oxford enrollment
                               forms,  identification  cards and plan  booklets.
                               The identification card shall be presented by the
                               Covered  Member  for  the  purpose  of  assisting
                               Oxford Par Providers in verifying  Covered Member
                               eligibility.  In addition,  Oxford shall maintain
                               other verification procedures by which PA HRM may
                               confirm the eligibility of Covered Members.


<PAGE>

                  3.2(d)(ii)   Oxford  shall  provide  PA HRM with a  record  of
                               Oxford  Covered  Members  who  are  enrolled  for
                               Covered  Services  ("Eligibility  List") promptly
                               upon Oxford's  receipt of such  information  from
                               DPW.  The  Eligibility  List shall be adjusted by
                               Oxford  to  reflect  retroactive   additions  and
                               deletions   in   accordance   with   the   policy
                               established by the DPW.  Oxford  represents  that
                               the  Eligibility  List  provided  to PA HRM is an
                               accurate  reflection of the eligibility status of
                               Covered   Members  based  on   information   then
                               available to Oxford.  Both parties agree that the
                               data is first  provided  to Oxford by the  State,
                               and  that  Oxford  shall  not be  responsible  or
                               liable for delays by the State, or for inaccurate
                               data provided by the State.

                  3.2(d)(iii)  Any  Covered  Member who  selects a Primary  Care
                               Physician  located  outside of the Oxford Service
                               Area shall  automatically  be transferred  out of
                               membership to the extent  permitted by DPW rules.
                               Oxford  shall  notify PA HRM as soon as  possible
                               after Oxford learns of any such  selection.  Such
                               transfer  shall be  effective  on the date of the
                               Covered  Member's  selection.  This section shall
                               not apply to Covered  Members who seek  emergency
                               treatment  outside the Oxford  Service  Area,  or
                               those Covered  Members who are properly  referred
                               to  Specialist   Physicians  outside  the  Oxford
                               Service Area.

         3.2(e)   Oxford Plan Administration.

                  3.2(e)(i)    Oxford   shall   be   responsible   for   certain
                               administrative  responsibilities  of  all  Oxford
                               Plans  including such  functions as:  maintaining
                               all required regulatory accountability, grievance
                               procedures, customer relations and run-out claims
                               administration  services for all claims  relating
                               to services incurred prior to the Effective Date,
                               data  entry/electronic  transfer as agreed by the
                               parties, development and distribution of Coverage
                               Certificates,  enrollment  forms,  identification
                               cards  and  other   Covered   Member   materials,
                               development and  distribution of Provider manuals
                               (subject to PA HRM's prior review and opportunity
                               to  suggest  comments  thereon  insofar  as  they
                               relate to the Oxford  Plans),  and the production
                               of an Oxford Par Provider  directory (which shall
                               be subject to PA HRM's  reasonable  prior  review
                               and  opportunity to suggest  changes therein with
                               respect to the listing of Oxford Providers).

                  3.2(e)(ii)   Oxford  shall  provide  to PA HRM  copies  of all
                               Coverage  Certificates,  coverage  guidelines and
                               procedures, Provider manuals, Oxford Par Provider
                               directories,  Oxford Plans promotional materials,
                               and  any  other  documents  and  materials  of  a
                               similar nature as PA HRM may  reasonably  request
                               in connection  with the performance of its duties
                               hereunder.


<PAGE>

         3.2(f)   Regulatory  Filings  and  Compliance.  Oxford  shall  have the
                  primary  right and  responsibility  to perform all  regulatory
                  compliance and oversight  services,  including all filings and
                  documents necessary to obtain the permits, consents, approvals
                  and  authorizations  of those  third  parties,  administrative
                  agencies and governmental  instrumentalities as are necessary.
                  The  parties  agree that  Oxford  shall  obtain all  necessary
                  consents, approvals and authorizations ("Required Approvals"),
                  including, without limitation, obtaining from the DOH, DPW and
                  DOI any necessary  approvals of this  Agreement and the Oxford
                  Par Provider Agreements This Agreement is expressly contingent
                  upon and shall not be  effective  unless and until the parties
                  receive all Required  Approvals.  Oxford and PA HRM  recognize
                  that time is of the essence and they shall use Best Efforts in
                  making  required  regulatory  filings and responding to agency
                  requests for information;  provided,  however, that each party
                  hereby  acknowledges  and agrees that the time frames in which
                  agencies issue the Required  Approvals are not within Oxford's
                  or PA  HRM's  control.  Oxford  and  PA  HRM  have  heretofore
                  cooperated with the other to the extent  reasonably  necessary
                  to obtain the  Required  Approvals  and each  agrees they will
                  continue to furnish all  information  reasonably  necessary in
                  the future in connection  with any  statement,  application or
                  filing   to  any   administrative   agency   or   governmental
                  instrumentality  in  connection  with  this  Agreement  or the
                  transactions contemplated herein.

         3.2(g)   Patient Consents.  Oxford shall use its Best Efforts on behalf
                  of PA HRM to obtain,  in connection  with the  enrollment  and
                  continuing  participation of Covered Members in an Oxford Plan
                  or   otherwise,   such   written   consents,   releases,   and
                  authorizations  from all  Oxford  Members  as shall be legally
                  sufficient  to enable  Oxford to obtain  such  information  as
                  necessary  for  Oxford to  perform  the  services  under  this
                  Agreement,  and  to  share  such  information  with  PA HRM as
                  provided  herein.  Both parties  shall treat such  information
                  confidentially    consistent    with   applicable   laws   and
                  regulations.

         3.2(h)   Reports.  Oxford shall maintain primary responsibility for the
                  filing of such  reports  as may be  required  of Oxford by any
                  regulatory  or  accreditation   agency  having   jurisdiction,
                  including DOH, DPW and DOI.

         3.2(i)   Statutory  Reserve   Requirements.   Oxford  shall  have  sole
                  responsibility for compliance with all State and DOI financial
                  reserve requirements  applicable to Oxford and for maintaining
                  such  reserves as are required  and  necessary to maintain its
                  HMO license in good standing.

         3.2(j)   Insolvency Guaranty. Oxford shall have sole responsibility for
                  providing the DOI with its corporate  guaranty of the solvency
                  of PA HRM  throughout  the  Term of this  Agreement.  Oxford's
                  insolvency guaranty shall be in substantially the form of that
                  guaranty  attached hereto as Exhibit 1. Oxford shall advise PA
                  HRM of any changes in the  insolvency  guaranty that are made,
                  for whatever reason, during the Term of this Agreement.


<PAGE>

         3.3   Management   of   Provider   Network.   Oxford   shall   maintain
responsibility  for any revisions to the Oxford Par Provider Agreement and shall
entertain, in good faith, reasonable  recommendations made by PA HRM relating to
proposed revisions.

         3.4      Network Development and other Network Services.

         3.4(a)   Oxford  shall  use its Best  Efforts  to see  that the  Oxford
                  Network  shall   continue  to  consist  of  those  Oxford  Par
                  Providers whose Oxford Par Provider  Agreements are identified
                  on that list attached hereto as Exhibit 3.

         3.4(b)   A Provider  who enters into an Oxford Par  Provider  Agreement
                  after the  Effective  Date shall not become or be deemed to be
                  an Oxford Par Provider  until such  Provider has satisfied the
                  Oxford Credentialing process.

         3.4(c)   Oxford  and PA HRM  acknowledge  and  agree  that  Oxford  has
                  established,  operates and maintains a health service delivery
                  system,  quality assurance system,  provider relations system,
                  member   grievance   system  and  other  systems  meeting  DOH
                  standards,   and  is  directly  accountable  to  the  DOH  for
                  compliance  with  the  standards  and  for  the  provision  of
                  high-quality  effective  care to Covered  Members.  Nothing in
                  this Agreement shall be construed to in any way limit Oxford's
                  authority or  responsibility  to timely meet standards or take
                  prompt corrective action to address a quality of care problem,
                  resolve  a  Covered  Member  grievance  or to  comply  with  a
                  regulatory requirement of the DOH.

         3.5      Credentialing of Oxford Par Providers.

         3.5(a)   Oxford shall continue to be responsible for all  Credentialing
                  of Oxford Par  Providers.  PA HRM shall  accept all Oxford Par
                  Providers who, in the reasonable  judgment of Oxford, meet all
                  of Oxford's applicable  Credentialing  Criteria.  Oxford shall
                  continue  to list all Oxford Par  Providers  in  Oxford's  Par
                  Provider directories.

         3.5(b)   Oxford  and PA HRM  acknowledge  and  agree  that  only  those
                  Providers who meet Oxford's Credentialing standards may become
                  Oxford Par  Providers  and that  ultimate  authority to accept
                  such Providers for participation or to terminate participation
                  is  retained by Oxford.  Oxford  agrees that PA HRM may select
                  from among the  Providers in the  Provider  Network only those
                  Providers with whom PA HRM wishes to work. PA HRM shall not be
                  obligated to use all Providers  under contract to Oxford,  but
                  PA HRM  may  not  terminate  a  Provider's  Agreement  without
                  Oxford's consent.  Oxford agrees that, in its role as the HMO,
                  Oxford will consider  recommendations made to it by PA HRM to:
                  (i) accept a Provider for  participation  or, (ii) terminate a
                  Par Provider from  participation,  but only to the extent that
                  such recommendation made by PA HRM in that regard would not or
                  could not, in Oxford's reasonable judgment, constitute or lead
                  to a violation or breach of any  Applicable Law (including any
                  DOH, DPW or DOI regulation) or any accreditation  standard. PA
                  HRM shall not act in any  manner to  violate  the terms of any
                  Oxford  Par  Provider  Agreement.  Notwithstanding  any  other
                  provisions  herein to the  contrary,  Oxford  and PA HRM agree
                  that Oxford's pharmacy benefit  management  agreement with PCS
                  shall be  terminated  on the  Effective  Date,  subject to all
                  necessary Regulatory Approvals from the State.


<PAGE>

         3.6      Medical Records.

         3.6(a)   Oxford  shall  continue  to  require  that  its Par  Providers
                  maintain clear and complete  medical  records that reflect all
                  health care services  rendered to each Oxford Covered  Member,
                  in accordance  with all  applicable  statutory and  regulatory
                  requirements.   Oxford  Par  Providers   shall   maintain  the
                  confidentiality  of  information  contained  in  such  medical
                  records in compliance  with all  applicable  federal and state
                  laws and regulations  regarding the confidentiality of patient
                  records.

         3.6(b)   To  the  extent  authorized  by  Oxford  Covered  Members  and
                  permitted by Applicable Law, Oxford shall make available to PA
                  HRM each Oxford Member's medical record  information and shall
                  promptly provide copies of any documents contained therein, if
                  requested,   for  the  purpose  of  determining   eligibility,
                  liability,  or appropriate  care issues or reviewing  payments
                  received  by Oxford  Par  Providers  from  Covered  Members or
                  others on their behalf.  Oxford agrees to allow  inspection of
                  Oxford  Covered  Members'  records  to the  extent  that  such
                  inspection may be required by properly authorized governmental
                  agencies or accrediting agencies.

         3.6(c)   Oxford  agrees to  provide  PA HRM and the DOH with  access to
                  medical and other records concerning the provision of services
                  to  Covered  Members  by and  through  Oxford  and  Oxford Par
                  Providers.

         3.6(d)   Oxford Par Providers shall maintain  medical and other records
                  for such time  periods as required by law or by Oxford's or PA
                  HRM's risk management policies, whichever is longer.

         3.6(e)   Oxford and PA HRM agree that any  delegation  of  authority or
                  responsibility  for Provider  relations,  quality  assessment,
                  utilization  review and other  functions  by Oxford to PA HRM,
                  shall  ultimately  be subject  to  performance  monitoring  by
                  Oxford and the DOH and is subject to independent validation by
                  Oxford,  the DOH or an independent  quality  review/assessment
                  organization approved by the DOH.

         3.7 Member  Complaint  and  Grievance  System.  Oxford  shall  develop,
implement and maintain  oversight  for a complaint  and  grievance  system which
provides for informal  settlement of Covered Members'  complaints and grievances
at the lowest  administrative  level,  and a formal process for appeal ("Covered
Member Complaint and Grievance  System").  The development and implementation of
the  Covered  Member  Complaint  and  Grievance  System  shall  be  in  complete
accordance with the requirements of Oxford's HCPH Agreement.

         3.8 Provider  Appeal  Procedures.  Oxford shall develop,  implement and
maintain  oversight for a Provider  complaint and appeals  system which provides
for informal  settlement  of Providers'  complaints  at the lowest level,  and a
formal  process  for  appeal  ("Provider  Complaint  and  Appeal  System").  The
development and implementation of the Provider Complaint and Appeal System shall
be in complete accordance with the requirements of Oxford's HCPH.


<PAGE>

         3.9 Member Grievances. Oxford shall use its Best Efforts to ensure that
Oxford Par Providers  cooperate and abide by the Oxford Covered Member Complaint
and Grievance System in resolving any Oxford Covered Member  grievances  related
to the provision of services provided  pursuant to this Agreement.  Oxford shall
notify PA HRM of all Oxford Covered Member  complaints  brought to the attention
of Oxford  and/or Oxford Par  Providers.  Oxford shall notify PA HRM promptly of
any action taken or proposed with respect to the  resolution of such  complaints
and the avoidance of similar complaints in the future.

         3.10  Transition  Plan.  Oxford  shall  cooperate  with  PA  HRM on the
adoption and  implementation  of a Transition Plan between the execution of this
Agreement and the Effective  Date.  Both parties shall use their Best Efforts in
meeting all of the objectives and time frames  required or  contemplated  by the
Transition Plan. The Transition Plan shall be in substantially  the form of that
attached hereto as Exhibit 4 and made a part hereof. As a condition precedent to
the adoption of the Transition Plan, Oxford shall provide to PA HRM all material
information it has in its possession about the HC Program,  including data tapes
of the Oxford claims systems and other systems in a mutually acceptable format.

         3.11  Sybase  Training.  Oxford  shall  provide PA HRM  personnel  with
reasonable and necessary  training on Oxford's Sybase  enrollment system as part
of the Transition Plan.

         3.12  Acquisition.  Oxford  shall  acquire no more than an aggregate of
four (4)  percent  of the  outstanding  common  shares of stock of  Health  Risk
Management,  Inc.  ("HRM")  without  the  prior  approval  of PA HRM's  board of
directors.

4        RESPONSIBILITIES OF PA HRM

         Beginning on the Effective Date and continuing  throughout the Term, PA
HRM shall be responsible for and shall perform those network  management,  claim
administration, member services, and medical management services relating to the
Oxford Par Providers and Oxford Covered  Members as described in this Section 4,
and shall provide all systems necessary for such performance.

         4.1      Delivery of Covered Services.

         4.1(a)   Beginning on the Effective  Date, PA HRM shall assume the full
                  risk and financial  responsibility for the medical claim costs
                  associated with the provision of all Covered Services pursuant
                  to this Agreement.

         4.1(b)   Oxford Par Providers  shall continue to be expected to provide
                  Covered  Services  as and when  required  in  accordance  with
                  general Oxford policies and procedures regarding the provision
                  of Covered  Services  generally.  Oxford Par  Providers  shall
                  continue to be compensated  for the provision of such services
                  in accordance with their Oxford Par Provider Agreement. Oxford
                  shall not have  financial  responsibility  for the cost of any
                  medical  services from and after the Effective Date subject to
                  Section 5.


<PAGE>

         4.1(c)   With respect to the provision of Covered Services  pursuant to
                  this Agreement,  PA HRM shall, and shall cause each Oxford Par
                  Provider to: 

                  4.1(c)(i)Adhere   to   mutually   agreed-upon   policies   and
                           procedures   regarding   coverage,    referrals   and
                           preauthorization,  use  Oxford's  referral  and other
                           forms, and obtain  preauthorization  of those Covered
                           Services   for  which   Oxford  as   preauthorization
                           requirements,  unless otherwise specifically approved
                           in writing by Oxford, and to use only selected Oxford
                           ancillary providers,  such as radiology,  pharmacy or
                           specialized  laboratory services unless, with respect
                           to a referral  for  specific  services  to a specific
                           Covered Member,  written  approval to do otherwise is
                           first  obtained  from  Oxford.  Notwithstanding  this
                           paragraph and any other  provision of this  Agreement
                           to  the  contrary,  Oxford  and  PA  HRM  agree  that
                           Oxford's   pharmacy   benefit    management   program
                           agreement   with  PCS  shall  be  terminated  on  the
                           Effective  Date,  and PA HRM shall have the authority
                           to enter into a similar  agreement  with  ValueRX for
                           replacement   services,   subject  to  all  necessary
                           Regulatory Approvals from the State.

                  4.1(c)(ii)   Ensure that the provision of Covered  Services is
                               not   delayed,   reduced,   denied  or  otherwise
                               hindered  because of the financial or contractual
                               relationship between PA HRM and Oxford or between
                               Oxford or PA HRM and an Oxford Par Provider.

         4.2      Medical Management; Additional Network Management Services.

         4.2(a)   PA  HRM  shall  be  responsible   for  the   development   and
                  implementation of a medical  management  program for review of
                  Oxford Covered Services utilizing, at a minimum, the standards
                  of Oxford who shall have  oversight  responsibility.  Standard
                  Oxford medical  management  services to be performed by PA HRM
                  shall include but are not limited to: Utilization  Management,
                  including:
                      Prospective Review
                      Concurrent Review
                      Discharge Planning
                      Retrospective Review
                      Development and Establishment of Clinical Protocols
                      Outcomes Management
                  Quality Assurance Services, including:
                      Development and Monitoring of Quality Management Standards

         4.2(b)   In connection with Oxford's quality  management  programs,  PA
                  HRM shall  conduct among other  activities,  surveys of Oxford
                  Members,  as  contemplated  by the  HCPH  Agreement.  PA HRM's
                  utilization  management and quality  management  personnel may
                  visit Oxford  Members  admitted to or receiving  services from
                  Oxford Par  Providers  and Oxford Non Par Providers and to the
                  extent  consented  to by the Oxford  Member and  permitted  by
                  Applicable  Laws, may inspect and copy, for quality  assurance
                  purposes, health records (including medical records) of Oxford
                  Members maintained by Oxford Par Providers.


<PAGE>

         4.2(c)   In performing its medical management responsibilities,  PA HRM
                  shall comply with all standards and  requirements  of the DOH,
                  NCQA (as  applicable to the HCPH  Agreement or required  under
                  other  Oxford  programs  by the State),  and other  applicable
                  regulatory or accreditation  agencies, as amended from time to
                  time,  including  but not  limited to the  confidentiality  of
                  medical  records.  PA HRM also  shall be  responsible  for the
                  development and implementation of a network management program
                  for  review and  management  of the  Oxford  Provider  Network
                  utilizing,  at a minimum,  the standards of Oxford,  who shall
                  have oversight responsibility.  Network management services to
                  be performed by PA HRM shall include but not be limited to:
                      Establishment of Provider Reimbursement Methodologies
                      Network Performance Review and Management
                      Network Development and Maintenance
                      Provider Relations
                      Provider Relations and Staff Training

         4.2(d)   Development of Performance Criteria.  The most current version
                  of HEDIS, or other  measurement  acceptable to the DPW, shall,
                  where  required by the HCPH  Agreement,  be utilized by Oxford
                  and PA  HRM  as  the  minimum  performance  criteria  for  the
                  services contemplated in this Agreement.  PA HRM shall use its
                  Best  Efforts  to  implement  and  adhere to such  performance
                  criteria to the fullest extent  reasonable and within PA HRM's
                  control.  The parties shall use standard Member surveys,  on a
                  basis not more frequently  than quarterly,  for the purpose of
                  determining Member satisfaction with the PA HRM services.  The
                  parties  shall consult from time to time as necessary in order
                  to resolve any issues arising in connection  with  performance
                  criteria and/or Member satisfaction. PA HRM agrees to meet all
                  HEDIS  reporting  requirements,   if  applicable  to  Medicaid
                  programs or required under other Oxford programs by the State.

         4.2(e)   Provider   Relations.   PA  HRM  shall  assure  that  provider
                  relations are managed to assure competent  operation of the HC
                  Program.  PA HRM may select  from among the  Providers  in the
                  Provider  Network only those Providers with whom PA HRM wishes
                  to work.  PA HRM shall not be obligated  to use all  Providers
                  under  contract  to  Oxford,  but PA HRM may not  terminate  a
                  Provider's  Agreement without Oxford's  consent.  PA HRM shall
                  not act in any manner to  violate  the terms of any Oxford Par
                  Provider Agreement. PA HRM shall be authorized to enter into a
                  pharmacy benefit  management program agreement with ValueRX on
                  or after the Effective Date to replace the existing  agreement
                  with PCS,  subject to all required  Regulatory  Approvals from
                  the State.

         4.3 Member  Hold  Harmless.  PA HRM and Oxford  agree that in no event,
including without  limitation,  Oxford's  insolvency,  PA HRM's  insolvency,  or
breach of this Agreement, shall PA HRM or Oxford bill, charge, collect a deposit
from, seek  compensation  from, or otherwise have any recourse against a Covered
Member for Covered Services.  This Section 4.3 shall not prohibit  collection of
Covered Member  deductibles or copayments (if permitted under the HC Program) or
coordination of benefits,  subrogation  payments for services other than Covered
Services,  or other payments by other  insurers or plans.  PA HRM further agrees
that:  (i) this  provision  shall  survive  the  termination  of this  Agreement
regardless  of the cause and shall be construed to be for the benefit of Covered
Members;  and (ii) this provision  supersedes any oral or written  agreement now
existing or  hereafter  entered into  between  Oxford and Oxford Par  Providers,
Covered Members, or persons acting on their behalf. Any modification, additions,
or deletions to the provisions of this Section shall become  effective on a date
no earlier  than the later of:  (i) 15 days after the DOI,  DPW and the DOH have
received  written  notice of such  proposed  changes;  or (ii) the first date on
which PA HRM and Oxford have  obtained all  requisite  Regulatory  Approvals for
such change.  The  provisions of this Section shall be binding on all Oxford Par
Providers, PA HRM and Oxford.

         Each Oxford Par  Provider  Agreement  shall  contain a "hold  harmless"
provision, consistent with the provisions of this Section, to the effect that in
no event,  including  without  limitation,  the  insolvency of Oxford or PA HRM,
shall  Oxford or PA HRM or any  Oxford  Par  Provider  bill,  charge,  collect a
deposit  from,  or otherwise  have any recourse  against any Covered  Member for
payment of Covered Services.  The foregoing shall not preclude the collection by
Oxford Par  Providers of  deductibles  and  copayments  or payments for services
other  than  Covered  Services  from  Covered  Members  as  permitted  under the
applicable Oxford Plan and applicable HC Program provisions.


<PAGE>

         4.4      Insurance.

         4.4(a)   Stop Loss  Insurance.  PA HRM shall  purchase  and maintain in
                  force during the term of this Agreement  insurance to cover PA
                  HRM's   medical  cost   aggregate   exposure   above  a  level
                  established  by the parties  from time to time (see Exhibit 2,
                  II, (b)) on a Covered  Member per month basis as a  percentage
                  of total DPW  compensation  for the period beginning as of the
                  Effective  Date and ending  December  31,  1998,  and for each
                  calendar year  thereafter  during the term of this  Agreement.
                  This stop loss  insurance  shall  cover PA HRM and Oxford from
                  risk of excess medical costs and will also protect Oxford from
                  losses flowing  through PA HRM to Oxford.  PA HRM shall notify
                  Oxford  immediately  if said  coverage has  terminated or will
                  terminate.  Failure to maintain  said  coverage  constitutes a
                  material breach of this Agreement. Such coverage shall be with
                  a carrier  acceptable to Oxford. PA HRM shall provide evidence
                  acceptable  to Oxford that such  coverage  will be in force on
                  the Effective Date.

         4.4(b)   Professional  Liability  Insurance.  PA HRM  will  maintain  a
                  minimum of $10 million of insurance  coverage  during the term
                  of this Agreement to cover general and utilization  management
                  and claim  administration;  professional  liability and errors
                  and omissions  risks.  Such  coverage  shall be with a carrier
                  acceptable to Oxford. PA HRM shall provide evidence acceptable
                  to Oxford that such coverage will be in force on the Effective
                  Date.

         4.5      Data Collection and Reporting.

         4.5(a)   PA  HRM  shall  comply  with  data   reporting   requirements,
                  including   encounter,    utilization   (including   maternity
                  services) and reimbursement  methodology  required by the DOH.
                  PA HRM shall generate,  in a format suitable for submission to
                  appropriate regulatory  authorities,  all reports necessary to
                  administer and operate the HPCH Agreement.

         4.5(b)   PA HRM agrees to collect and provide Oxford with  utilization,
                  financial  and  other  data for the  purposes  of  comparative
                  performance analysis of Oxford and PA HRM effectiveness.

         4.6 Processing  and Payment of Certain  Claims;  Reports.  PA HRM shall
process all Covered Member claims and pay approved  claims in accordance with PA
HRM claims  processing  and payment  procedures  (including PA HRM's share under
Sections 5.15, 5.16, 5.17 and 5.18), which procedures shall be subject to Oxford
approval and shall comply with all  requirements of the HCPH  Agreement.  PA HRM
shall administer and pay all capitated  contracts,  including but not limited to
vision,  dental,  pharmacy  and DME.  PA HRM shall  produce  on behalf of Oxford
utilization and cost reports necessary for Oxford to perform services under this
Agreement pertaining to Covered Members.

         4.7 Deposit and  Disbursement of Funds. PA HRM, shall open and maintain
separate bank accounts to  administer  the funds under this  Agreement and shall
deposit in such bank accounts all DPW receipts and monies as are required  under
this  Agreement.  PA HRM shall pay all expenses and bank charges related to said
accounts and shall be entitled to all investment income therefrom.

         4.8 Collection of Coordination of Benefit Amounts.  After the Effective
Date,  PA HRM shall use its Best Efforts to collect on behalf of Oxford  amounts
due Oxford under  coordination of benefits ("COB") or subrogation  provisions in
Oxford Plans or otherwise, including, but not limited to, workers' compensation,
SSI and Medicare.


<PAGE>

         4.9 Access;  Maintenance of Records. PA HRM shall maintain on behalf of
Oxford  all  necessary  and  appropriate  records  relating  to  this  Agreement
(including,  without  limitation,  monthly  claims  reports  and  other  records
relating to claims for Covered  Services and other  benefits under Oxford Plans)
and, subject to Applicable Law (including anti-trust restrictions), Oxford shall
have the right to inspect,  audit,  and duplicate  those records upon reasonable
notice during regular working hours.

         4.10  Accounting  Records.  PA HRM, in  accordance  with the  policies,
procedures  and guidelines  established by Oxford,  shall direct and maintain on
behalf of Oxford  suitable  accounting  records for Oxford and shall cause to be
prepared for Oxford financial statements as follows:

         4.10(a)  10 days after the close of each month,  a balance  sheet and a
                  related  statement of revenue and expenses showing the results
                  of PA HRM operations for the preceding month and of the fiscal
                  year to date;

         4.10(b)  90 days after the close of the fiscal  year,  a balance  sheet
                  and  related  statement  of revenue and  expenses  showing the
                  results  of PA  HRM's  operations  during  that  fiscal  year,
                  audited by a mutually acceptable  independent certified public
                  accounting firm.

         4.11 Management Information.  PA HRM, upon consultation with and at the
reasonable  direction  of  Oxford,  shall  prepare  on behalf  of Oxford  timely
management  information  reports  sufficient to support the operations of Oxford
and to carry out the terms of this Agreement. PA HRM at the reasonable direction
of Oxford, shall design, institute,  supervise, and from time to time revise and
amend such  management  and  information  reports as it  prepares.  PA HRM shall
immediately  notify Oxford of any regulatory  issues or deficiencies of which it
becomes aware.

         4.12  Contractual   Undertakings.   PA  HRM,  in  accordance  with  the
reasonable  policies,  procedures  and guidelines  established by Oxford,  shall
negotiate and enter into such  agreements as it may deem  necessary or advisable
for the furnishing of office space, personnel,  utilities, services, concessions
and  supplies  for  the  maintenance  and  operation  of PA HRM,  including  the
rendering of the services contemplated by this Agreement.
Oxford shall not be liable for any such undertaking.

         4.13  Premium  Allocation.  Each month  during  the Term,  PA HRM shall
perform any required  billings,  and allocate all collected premiums between the
parties in a manner to be agreed upon and specified in the Transition Plan.

         4.14 Member Services.  PA HRM shall assume full  responsibility for the
member services that are required under the HC Program and Oxford  standards and
policies.

         4.15 Appeals and  Grievances.  PA HRM shall  cooperate  with and assist
Oxford in  processing  and  resolving  all member  appeals  pursuant to Oxford's
Member Complaint and Grievance System and assume  responsibility  for the Member
Complaint and Grievance System as permitted by Pennsylvania Code.

         4.16 Systems Maintenance and Training. PA HRM shall provide all systems
necessary  for the delivery of services  pursuant to this  Agreement,  and shall
also provide Oxford with any necessary  training on PA HRM's  enrollment  system
during the conversion from Oxford's Sybase system.


<PAGE>

5        MUTUAL RESPONSIBILITIES OF THE PARTIES

         During the Term,  Oxford and PA HRM shall be mutually  responsible  and
perform those services described in this Section 5.

         5.1  Changes  and  Revisions  to Benefit  Plan.  Initially,  the Oxford
Covered Services shall consist of those Covered Services described in the Oxford
Plans. PA HRM and Oxford may change Oxford's Covered Services during the Term to
maintain  compliance  with  Applicable  Law or to satisfy  Oxford's and PA HRM's
mutual objectives,  as reasonably  necessary due to changes in market conditions
or DPW  directives.  In the  event  of any  such  material  change  which is not
appropriately  reflected in the premiums related thereto, PA HRM and Oxford will
seek to negotiate an adjustment to the payments made pursuant to Exhibit 2.

         To the  extent  practicable,  Oxford  shall  provide  at  least 30 days
advance  written  notice to PA HRM of any  proposed  material  changes in Oxford
Covered  Services or in the  copayments  or  conditions  of coverage  applicable
thereto (but in the case of changes resulting from regulatory  filings by Oxford
with the DOH,  the DPW or the DOI, not later than the date such filing is made).
Such  changes  shall be  reflected  in the premium  rates filed with the DPW for
approval in  accordance  with  Sections  5.2 & 5.14 below.  In the event of such
change in Oxford Covered Services, if either party deems the change to require a
modification  in the  allocation of premiums  established  pursuant to Section 6
hereof, the party requesting such change shall notify the other party in writing
of such request as soon as practicable  but in no event later than 30 days after
the notice of the proposed  change.  If no  agreement is reached  within 60 days
after notice of the change,  the issue shall be submitted to dispute  resolution
in accordance with Section 9 below.

         5.2 Premiums. Oxford and PA HRM shall exercise joint responsibility for
the bidding,  negotiation  and  establishment  of premium rates with the DPW and
shall  jointly file such premium  rates and forms with the DOI and attend to any
matters relating thereto or bearing thereon.

         5.3  Regulatory  Compliance.   Oxford  and  PA  HRM  shall  be  jointly
responsible  for  general,  ongoing  regulatory  compliance  with the  rules and
regulations of the DOI, DPW and DOH, and for compliance with the requirements of
the  Pennsylvania  Secretary  of State as such  requirements  may relate to this
Agreement.

         5.4  Regulatory  Reporting  Requirements.  Oxford  and PA HRM  shall be
jointly responsible for compliance with all regulatory  reporting  requirements,
including, but not limited to, those of DOI, DPW and DOH.

         5.5 Network  Development  and  Provider  Contracting.  Beginning on the
Effective Date, Oxford and PA HRM shall be jointly responsible for the continued
development  and  maintenance of the Oxford  Network as an appropriate  Provider
network to timely and  efficiently  provide  Oxford  Covered  Services to Oxford
Covered  Members.  Oxford and PA HRM shall also be jointly  responsible  for all
provider  contracting.  Oxford  and PA HRM  shall  use  their  Best  Efforts  to
appropriately  size the Oxford Provider Network as required to maintain Oxford's
financial  integrity and to provide  quality,  accessible care to Oxford Covered
Members.  Oxford and PA HRM shall, at a minimum,  maintain the Oxford Network in
accordance  with joint minimum  staffing and  composition  requirements  and the
regulatory  requirements of the DOH, DPW and the DOI, and HCFA  requirements for
Medicaid Programs.

         5.6 Provider Contracts. New Oxford Par Provider Agreements entered into
with Providers by Oxford and PA HRM shall be in the appropriate  (based upon the
Provider  type) form with only such changes as are approved in advance by PA HRM
and Oxford.


<PAGE>

         5.7 Annual Budget and Business Plan. Oxford and PA HRM shall have joint
responsibility  for the preparation (and regulatory  filing,  if required) of an
annual budget for the operation of the Oxford HealthChoices Program. The parties
shall also cooperate in the creation and/or revision of a business plan relating
to Oxford's HealthChoices Program.

         5.8 Expansion of Oxford's Service Area.  Oxford and PA HRM shall review
any  proposal by either  party to extend the Oxford HMO license into new service
areas in  Pennsylvania.  Where PA HRM  requests  Oxford to extend  the  existing
Oxford  service  area  and  Oxford  concurs  (which  shall  not be  unreasonably
withheld),  Oxford will use its Best  Effort to do so and PA HRM will  reimburse
Oxford for all reasonable costs associated with such effort, whether or not such
effort is ultimately successful.

         5.9 Parties Not Engaged in Practice.  Neither PA HRM nor Oxford engages
in the performance of medical or hospital services or other types of health care
and nothing in this Agreement  shall be construed to imply that PA HRM or Oxford
have been retained to diagnose or treat Covered Members or are otherwise engaged
in the practice of medicine or other  professions  related thereto.  All matters
related to such fields shall be the  exclusive  province of Oxford Par Providers
and Oxford Non Par Providers and their respective staffs, agents, and employees.
The parties acknowledge and agree that the utilization management services to be
provided by PA HRM are not  intended  to  interfere  with the  physician-patient
relationship  between  Oxford's Par Providers and the Covered  Members whom they
treat. Recommendations made by PA HRM are not controlling or binding upon Oxford
or its Par Providers in reaching decisions concerning the existence or extent of
benefit coverage  available to Covered Members.  Decisions to provide  treatment
that has not been recommended by PA HRM remain with the attending  physician and
the Covered  Member,  and the  decision to pay for such  treatment  remains with
Oxford.

         5.10     Employees; Space; Physical Assets.

         5.10(a)  Oxford  and PA HRM each  assume  sole  responsibility  for the
                  hiring,  training,  and evaluation of, and all other personnel
                  matters  (including  assignment,  removal,  reassignment) with
                  respect to,  their  respective  employees  including,  but not
                  limited  to,  those  employees  who  are  assigned  to work in
                  conjunction with the other party's employees/agents.

         5.10(b)  PA HRM shall have no obligation  to assume the current  Oxford
                  Medicaid staff, space or physical assets. However, PA HRM does
                  intend  to  evaluate  the  staff of  Oxford  and its space and
                  physical  assets at the outset of this  Agreement and reserves
                  the  right,  subject  to Oxford  approval,  to hire any staff,
                  sublease any space,  and purchase any assets that PA HRM deems
                  appropriate to conduct the services covered by this Agreement.
                  Any staff,  space or assets not  acquired by PA HRM remain the
                  liability of Oxford.  In the course of PA HRM's evaluation and
                  staffing, qualified Oxford employees, as reasonably determined
                  by PA HRM, shall be given access to similar  positions created
                  as a result of this Agreement.

         5.10(c)  During the Term and for one year thereafter, PA HRM and Oxford
                  shall not directly or indirectly  employ,  or offer or promise
                  to offer or otherwise  solicit for  employment,  or induce the
                  termination of employment of, employees or former employees of
                  the other party hereto or employees or former employees of any
                  Affiliate of such party  without such  party's  prior  written
                  consent.  This provision shall not apply to PA HRM's retention
                  of some or all of Oxford's Philadelphia staff at the outset of
                  this Agreement, as provided for in Section 5.10(b) above.

         5.11  Confidentiality and Non-Disclosure.  The terms of this Agreement,
including in particular the provisions hereof regarding compensation, as well as
discounts,  financial  arrangements,  and other non-public  information and data
relating  to  this  Agreement  and  the  transactions  contemplated  herein  are
confidential  and shall not be  disclosed  by either party except as required in
the performance of this Agreement or as required by law.


<PAGE>

         5.12  Compliance  with  Applicable  Law.  Both  Oxford and PA HRM shall
comply  with  all  Applicable  Law  in  the  performance  of  their  obligations
hereunder. No regulatory order or requirement of the DOI, DOH, or DPW is subject
to arbitration between the parties.

         5.13  SERB  Program  Management.  Oxford  and PA HRM shall  have  joint
responsibility  for the management of the Socially and  Economically  Restricted
Businesses  ("SERB")  Program  established by Oxford and both parties shall work
together to satisfy any regulatory compliance requirements or issues.

         5.14  Cooperation;   Representatives   of  the  Parties.   The  parties
acknowledge  that  the  successful  implementation  of  this  Agreement  and the
successful consummation of the transactions contemplated herein are dependent on
close cooperation between the personnel of both parties. PA HRM and Oxford shall
each appoint a representative to serve as liaison to the other party. PA HRM and
Oxford shall not interfere  with each other's  performance  of their  respective
obligations under this Agreement and shall take all reasonable actions requested
by the other party in connection with the transactions contemplated herein.

         5.15 Maternity  Care.  Consistent  with the payment scheme set forth in
Section  8 of  Oxford's  HCPH  Agreement,  if a birth or other  second  or third
trimester pregnancy outcome, other than an elective abortion,  occurs before the
Effective Date, Oxford shall remain  responsible for, and pay, the medical claim
cost incurred by a Covered Member for inpatient  hospital expenses for maternity
care,  notwithstanding the fact that the maternity care, including the inpatient
hospital stay,  began prior to the Effective Date of this Agreement but extended
beyond the Effective Date.  Pursuant to Section 8 of the HCPH Agreement and this
Agreement,  Oxford shall be entitled to the one-time maternity care payment made
by the DPW for each such maternity case.

         Likewise,  if the birth or other  second or third  trimester  pregnancy
outcome, other than an elective abortion, occurs on or after the Effective Date,
PA HRM shall be entitled to the one-time  maternity care payment made by the DPW
pursuant to Section 8 of the HCPH  Agreement for such a maternity  case,  and PA
HRM shall be  responsible  for, and pay, the medical  claim costs  incurred by a
Covered   Member  for   inpatient   hospital   expenses  for   maternity   care,
notwithstanding  the fact  that the  maternity  care,  including  the  inpatient
hospital  stay,  began  prior to the  Effective  Date and  extended  beyond  the
Effective Date.

         5.16  Hospital  Stays  Beginning  Before and Ending After the Effective
Date.  With respect to  non-maternity  inpatient  hospital  stays,  Oxford shall
remain  responsible for, and pay the medical claim costs associated with any and
all expenses for services which a Covered Member received during that segment of
an inpatient  hospital stay which precedes the Effective  Date, even though such
stay extends beyond the Effective Date.

         With respect to non-maternity inpatient hospital stays, PA HRM shall be
responsible  for, and pay, the medical claim costs  associated  with any and all
expenses for services  which a Covered  Member  receives  during that  inpatient
hospital stay from and after the Effective Date of this  Agreement,  even though
the hospital stay may have begun prior to the Effective Date.

         5.17 Hospital Services Scheduled After the Effective Date. Oxford shall
remain  responsible for the payment of any and all Covered Services  approved by
Oxford  prior to the  Effective  Date  but  scheduled  for  delivery  after  the
Effective  Date,  unless such  services are reviewed and  re-approved  by PA HRM
prior to the Effective Date, in which case PA HRM shall be responsible  for, and
pay,  the medical  claim costs  associated  with any and all  expenses  for such
re-approved  Covered  Services from and after the Effective Date. Four (4) weeks
prior to the  Effective  Date,  PA HRM shall assign a  reviewer(s)  to Oxford to
approve  or to  re-approve  Medical  Necessity  determinations  on  cases  where
services are scheduled to be delivered  after the Effective  Date. If PA HRM and
Oxford  agree on the Medical  Necessity  determinations  for such cases,  Oxford
shall be relieved of its payment  obligations  under this paragraph on and after
the Effective Date for medical costs relating to such  pre-approved  cases.  Any
services  Oxford has authorized that extend into the service period for which PA
HRM will be responsible will be identified by Oxford on a patient list delivered
during the four (4) week period prior to the Effective Date. This is expected to
involve such things as prior authorized pregnancies,  multiple therapy sessions,
transplants  to be  occurring  in the future,  etc.  The  parties  will agree to
resolve any differences between them regarding Medical Necessity issues.


<PAGE>

         5.18 All Other  Covered  Services.  With  respect to all other  Covered
Services not  specifically  addressed in Sections 5.15, 5.16 and 5.17 above, the
parties agree that the Effective Date shall control. Oxford shall be responsible
for the payment of all claim costs for any and all expenses  relating to Covered
Services delivered prior to the Effective Date.

         PA HRM shall be responsible  for the payment of all claim costs for any
and all expenses relating to Covered Services  delivered during the term of this
Agreement beginning on the Effective Date.

6        FINANCIAL TERMS AND COMPENSATION

         6.1      COMPENSATION:

         Oxford's and PA HRM's  compensation  for services  after the  Effective
Date  shall  be as set  forth  on  Exhibit  2,  which  is  attached  hereto  and
incorporated herein by reference.

7        EXCLUSIVITY

         Oxford engages PA HRM  exclusively to provide  management  services for
the HC Program within the Commonwealth of Pennsylvania.  During the Term, Oxford
shall not contract with any third party to provide  management  services  within
Pennsylvania  under any of the Oxford  Plans  without the approval of PA HRM. PA
HRM agrees not to contract  with the DPW as an HMO during the first two years of
this Agreement; provided, however, that PA HRM may contract with DPW during that
two-year period for the delivery of services related to non-HMO businesses.  Any
contract  between PA HRM and DPW shall not be grounds  for  termination  of this
Agreement.  During  the term of this  Agreement,  PA HRM  agrees  not to  become
licensed as a Medicare or commercial  HMO in the original,  (five county) Oxford
Service Area.

8        TERM OF AGREEMENT

         8.1 Five (5) years,  commencing on the Effective Date.  Beginning April
1, 2003, the Agreement will automatically renew for successive twelve (12) month
terms,  commencing April 1 each calendar year, unless either party gives written
notice to the other of its intent to terminate no later than one hundred  eighty
(180) days prior to the end of the initial term or any renewal term.

         The parties will mutually  agree to proceed each year with the Medicaid
business in Pennsylvania.  If they agree not to participate, this Agreement will
remain in force with no activity.

         8.2      Termination.

         This  Agreement  shall be terminated  upon the occurrence of any of the
following events:

         (a)      Expiration  of the initial term or any renewal term  following
                  the proper notice.

         (b)      Material  adverse change caused by DPW in the contract between
                  Oxford and DPW, which significantly  impairs a party's ability
                  to perform its  responsibilities  under this Agreement between
                  Oxford and PA HRM, or  termination  of the DPW  contract  with
                  Oxford.  Examples of "material adverse change" are significant
                  decreases in premium (e.g., carve out) or significant increase
                  in covered services.


<PAGE>

         (c)      A material breach of a material term of this Agreement between
                  PA HRM and Oxford or of the contract  between  Oxford and DPW,
                  including,  but not limited to,  termination  of that contract
                  due to Oxford's loss of its Pennsylvania  HMO license,  or due
                  to a material breach caused by PA HRM or Oxford.

         (d)      In the event that three  percent (3%) of the annual  aggregate
                  DPW  premium  falls below Two Million  Five  Hundred  Thousand
                  Dollars  ($2,500,000)  in any  year  during  the  term of this
                  Agreement.

         (e)      The  inability  of PA HRM to maintain the levels of any of the
                  insurance or reinsurance coverages required by this Agreement.

         (f)      Material  adverse change in the financial  condition of either
                  Oxford  or  PA  HRM.   Each  party  shall   notify  the  other
                  immediately  if it appears that it is, or is likely to become,
                  insolvent.  Insolvency  shall not be  eligible  for  cure,  as
                  described below.

         (g)      The  assignment  of  this  Agreement  by PA  HRM  without  the
                  required prior written consent to such assignment by Oxford or
                  its successors or assigns.

         (h)      Nothing  in  this  Agreement   shall   prohibit   Oxford  from
                  terminating  all HMO  business in  Pennsylvania.  In the event
                  that  Oxford,  or  its  successors  or  assigns,   decides  to
                  terminate  all of its HMO  business  in  Pennsylvania  without
                  selling,  assigning  or otherwise  transferring  the same to a
                  third  party  as  permitted  under  Section  10.1(c)  of  this
                  Agreement,  PA HRM shall have an option to purchase all of the
                  issued and outstanding  shares of stock of Oxford Health Plans
                  (PA),  Inc. at its then  current  fair market  value upon such
                  terms and  conditions  as the  parties  shall then agree upon,
                  provided  that PA HRM is not then in  default  under  Sections
                  8.2(a) through 8.2(g) above. PA HRM's exercise of its purchase
                  option  under  this  Section  8.2(h)  shall be  subject to all
                  appropriate  Regulatory  Approvals.  If PA HRM  chooses not to
                  exercise this option,  Oxford,  or its  successors or assigns,
                  may proceed to terminate the HMO business in Pennsylvania,  in
                  which case this Agreement will terminate.

         In the event that  either  party  wishes to  terminate  this  Agreement
pursuant to Section 8.2, the parties agree that the following procedures will be
followed.  The party  seeking to terminate  must provide  written  notice of the
claimed  event of default  with  sufficient  factual  detail to permit the other
party to clearly  identify and investigate the claimed event of default.  If the
recipient of the notice does not respond within  thirty(30)  days of the date of
notice with a written  explanation of cure or a written  rebuttal of the claimed
event of default,  this Agreement will terminate sixty(60) days from the date of
the original notice.  If such a written  explanation of cure or written rebuttal
has been provided within the specified period, but such event of default has not
been cured within sixty (60) days of the original  notice,  or, if the breaching
party  fails to  diligently  proceed  to cure  such  event of  default  within a
reasonable period of such notice,  this Agreement will terminate sixty (60) days
from the date of the original  notice.  Disputes as to the existence of an event
of default or the sufficiency of cure shall be submitted for  independent  third
party mediation pursuant to Section 9 below.

         If either party terminates this Agreement pursuant to this Section 8.2,
PA HRM shall, upon such termination,  provide administrative  services to Oxford
to administer  the services  under this  Agreement  for a period,  determined by
Oxford,  but not to exceed one hundred  fifty (150) days,  at the rate of $20.00
per Covered Member per month.


<PAGE>

         8.3 Post-Termination  Treatment  Obligation.  Notwithstanding any other
provision of this Agreement,  upon termination of this Agreement,  Oxford shall,
and shall  cause  Oxford Par  Providers  to:  (i)  continue  to provide  Covered
Services  for the  duration  of the period for which a premium  has been paid to
Oxford by, or on behalf of, Covered Members;  and (ii) cause continued provision
of services to Covered Members as Medically Necessary,  and, subject to Sections
5.15, 5.16, 5.17 and 5.18. Oxford shall pay for such continued  treatment at its
then standard  payment rates or according to other terms  mutually  agreed to by
the parties.

         8.4 Indemnification.  Each party shall indemnify,  defend, and hold the
other party  harmless from and against and in respect of any and all third party
claims, demands,  losses, costs, expenses,  obligations,  liabilities,  damages,
recoveries  and  deficiencies,  including  interest,  penalties  and  reasonable
attorneys' fees, that the party to be indemnified  shall incur or suffer,  which
arise,  result from, or relate to any negligent acts or omissions or intentional
or  unlawful  misconduct  by the  indemnifying  party,  or  any  of its  agents,
employees or subcontractors,  in the performance of any of its responsibilities,
warranties,  covenants,  or  agreements in this  Agreement,  or in any schedule,
certificate,  exhibit or other  instruments  furnished or to be furnished  under
this Agreement.  Oxford shall further indemnify, defend and hold PA HRM harmless
from and against any  liability or claim  arising  from the  operation of the HC
Program prior to the Effective Date.

9        DISPUTE RESOLUTION

         9.1      Disputes Relating to Regulatory Compliance.

         9.1(a)   In the  event  that a dispute  or  disagreement  should  arise
                  between  Oxford  and PA  HRM  regarding  any  of  the  network
                  management, provider management or medical management services
                  being performed by PA HRM pursuant to this Agreement which, in
                  Oxford's  judgment,  raises compliance issues for Oxford under
                  any  Applicable  Law or  accreditation  criteria (such as NCQA
                  standards), Oxford shall notify PA HRM of its concerns, and PA
                  HRM  shall  have 30  days,  or such  less  time as may then be
                  required by a particular  regulatory or accrediting agency, or
                  other governmental body with appropriate authority, to address
                  and resolve the concern(s),  to the  satisfaction of Oxford or
                  the applicable  regulatory or accrediting  agency, as the case
                  may be, or Oxford  shall have the  authority  to  address  and
                  resolve such concern(s) in the name of PA HRM in a manner that
                  satisfies the regulatory or accreditation concerns.

         9.2      Disputes Not Relating to Regulatory Compliance

         9.2(a)   Mediation/Arbitration. The parties shall in good faith attempt
                  to resolve any  controversy,  dispute or disagreement  arising
                  out of or relating to this  Agreement,  or the breach thereof,
                  by   negotiation.   If  any  such   controversy,   dispute  or
                  disagreement  is not resolved by  negotiation  within ten (10)
                  days  of   arising,   then  that   controversy,   dispute   or
                  disagreement  shall be submitted  to mediation  which shall be
                  conducted in Philadelphia, Pennsylvania in accordance with the
                  rules and  procedures  for  mediation  adopted by Endispute or

<PAGE>

                  other  mediation  mutually  agreed to by the  parties.  If the
                  controversy,  dispute  or  disagreement  is  not  resolved  by
                  mediation  within thirty (30) days of submission to mediation,
                  the  parties  may  mutually  agree to submit the  controversy,
                  dispute or  disagreement to arbitration in accordance with the
                  rules and procedure for arbitration adopted by Endispute.  Any
                  arbitration  award will be final and binding upon the parties,
                  and a  judgment  enforcing  such  award may be  entered in any
                  court of competent jurisdiction. If the controversy,  dispute,
                  or  disagreement  is not resolved by mediation and the parties
                  do not agree to submit  the  matter to  arbitration,  then the
                  parties shall be entitled to pursue their respective legal and
                  equitable remedies in a court having appropriate jurisdiction.
                  In no event will either  party to this  Agreement be liable to
                  the   other   party   for   special,   indirect,   incidental,
                  consequential,  exemplary or punitive  damages which the other
                  party may incur or experience on account of any breach of this
                  Agreement.   This  provision   shall  not  be  interpreted  as
                  prohibiting  indemnification  for such  damages  incurred by a
                  third party.

         9.2(b)   Expenses of Mediation/Arbitration.  Except as otherwise may be
                  provided in this  Agreement,  the  expenses of  mediation  and
                  arbitration,  if  agreed  to,  will be  borne  equally  by the
                  parties,  provided  that each  party will bear the cost of its
                  own experts, evidence and attorneys' fees, except that, in the
                  discretion of the  arbitrator,  any award in  arbitration  may
                  include attorneys' fees if the arbitrator expressly determines
                  that the  party  against  whom  such an award is  entered  has
                  caused the dispute to be submitted to arbitration in bad faith
                  or as a dilatory  tactic.  No mediation or arbitration will be
                  commenced  after  the  date  when   institution  of  legal  or
                  equitable proceedings based upon the same subject matter would
                  be barred by the applicable statute of limitations. Each party
                  will bear its own expenses  incurred in pursuing its legal and
                  equitable remedies.

10       MISCELLANEOUS

         10.1     Entire Agreement; Amendment; Assignment.

         10.1(a)  This Agreement,  including all Exhibits and Schedules  hereto,
                  contains the entire agreement  between the parties relating to
                  the subject matter herein and all prior proposals, discussions
                  and  writings by and  between the parties and  relating to the
                  subject matter herein are superseded hereby.

         10.1(b)  None of the terms of this Agreement may be amended unless such
                  amendment is in writing and signed by all parties hereto,  and
                  recites  specifically  that it is an amendment to the terms of
                  this Agreement.  Notwithstanding  the foregoing,  Exhibits and
                  Schedules  hereto may be  amended  from time to time by either
                  handwritten  amendments  directly thereon or preparing amended
                  and restated Exhibits or Schedules; provided, however, that no
                  such  amendment  shall be  effective  unless  and  until  such
                  handwritten  change or restated  Exhibit or Schedule  has been
                  initialed in writing by an authorized representative of PA HRM
                  and  Oxford  and a true copy  delivered  to each of PA HRM and
                  Oxford.


<PAGE>

         10.1(c)  In the  event  there is a merger,  consolidation  or change of
                  control  of  Oxford,  this  Agreement  shall  be  assigned  to
                  Oxford's  successor and this  Agreement  shall  continue to be
                  binding upon and inure to the benefit of PA HRM and Oxford and
                  Oxford's  successors and assigns. In addition to the above, in
                  the event Oxford decides to sell or  effectively  transfer its
                  Pennsylvania  HMO business to a third  party,  which is not an
                  Affiliate,  PA HRM shall be given a reasonable  opportunity to
                  make a proposal  for the purchase of the  Pennsylvania  HMO or
                  its  business,  notwithstanding  PA HRM's rights in connection
                  with any assignment under this Section 10.1(c),  provided that
                  PA HRM is not then in default under  Sections  8.2(a)  through
                  8.2(g) of this  Agreement.  Any such purchase shall be subject
                  to all appropriate Regulatory Approvals. This obligation shall
                  be binding upon Oxford's  successors and assigns, as set forth
                  above.

         10.1(d)  In the  event  there is a merger,  consolidation  or change of
                  control  of PA HRM  or its  parent  corporation,  Health  Risk
                  Management,  Inc.,  this  Agreement  may be assigned by PA HRM
                  only  with  the  prior  written   consent  of  Oxford  or  its
                  successor,  which consent shall not be unreasonably  withheld.
                  If Oxford or its  successor  consents  to such an  assignment,
                  this Agreement  shall continue to be binding upon and inure to
                  the benefit of PA HRM's successor and Oxford or its successor.
                  If Oxford's  consent is not obtained  for such an  assignment,
                  Oxford shall have the option to terminate this Agreement under
                  Section 8.

         10.1(e)  No other assignment of this Agreement is permitted without the
                  prior written consent of the non-assigning party. Such consent
                  shall not be unreasonably withheld.

         10.2  Waiver.  No delay or failure  on the part of any party  hereto in
exercising any right, power or privilege under this Agreement or under any other
instruments  given in connection with or pursuant to this Agreement shall impair
any such right,  power or  privilege or be construed as a waiver of any event of
default hereunder or any acquiescence  therein. No single or partial exercise of
any such right,  power or privilege shall preclude the further  exercise of such
right,  power  or  privilege,  or the  exercise  of any  other  right,  power or
privilege.  No waiver  shall be valid  against any party  hereto  unless made in
writing  and signed by the party  against  whom  enforcement  of such  waiver is
sought and then only to the extent expressly specified therein.

         10.3  Severability.  In the event that either: (i) a court of competent
jurisdiction holds that a particular  provision or requirement of this Agreement
is in  violation  of any  Applicable  Law; or (ii) the parties are  definitively
advised  by the DOH,  the DPW,  the DOI or other  government  agency  which  has
jurisdiction  that a feature or provision  of this  Agreement  violates  laws or
regulations  over which such  department or agency has  jurisdiction,  then each
such  provision,  feature or requirement  shall be fully severable and: (i) this
Agreement  shall be  construed  and  enforced as if such  illegal,  invalid,  or
unenforceable  provision had never  comprised a part hereof;  (ii) the remaining
provisions  hereof  shall  remain  in full  force  and  effect  and shall not be
affected by the severable  provision;  and (iii) the parties shall in good faith
negotiate  and  substitute  a  provision  similar  in  terms  to such  severable
provision as may be possible and still be legal, valid and enforceable.

         10.4  Governing Law. This Agreement is deemed to have been entered into
in the Commonwealth of Pennsylvania and its  interpretation,  its  construction,
and the remedies for its enforcement or breach are to be applied pursuant to and
in accordance with the laws of the  Commonwealth of Pennsylvania  (excluding the
choice of law rules thereof).


<PAGE>

         10.5 Headings.  Article,  section and subsection  headings contained in
this  Agreement are inserted for  convenience  of reference  only,  shall not be
deemed to be a part of this Agreement for any purpose,  and shall not in any way
define or affect the  meaning,  construction  or scope of any of the  provisions
hereof.

         10.6 Notices. All notices,  demands,  requests, or other communications
which may be or are  required to be given,  served,  or sent by any party to any
other  party  pursuant to this  Agreement  shall be in writing and shall be hand
delivered (including delivery by courier or overnight delivery service),  mailed
by first-class,  registered or certified mail, return receipt requested, postage
prepaid, telegram, telex, or facsimile transmission, addressed as follows:

                  If to PA HRM:     Pennsylvania HRM, Inc.
                                    7900 West 78th Street
                                    Minneapolis, Minnesota, 55439
                                    Attn.: Chief Financial Officer


                  If to Oxford:     Oxford Health Plans (PA), Inc.
                                    601 Walnut Street, Suite 900
                                    Independence Square West
                                    Philadelphia, PA 19106
                                    Attn.: Michael Gaffney

         Each party may  designate  by notice in writing a new  address to which
any notice,  demand, request or communication may thereafter be so given, served
or sent. Each notice,  demand,  request, or communication which shall be mailed,
delivered  or  transmitted  in  the  manner  described  above  shall  be  deemed
sufficiently given, served, sent or received for all purposes at such time as it
is delivered to the addressee with the return receipt, the delivery receipt, the
affidavit of messenger or (with respect to a telex) the answer back being deemed
conclusive,  but not  exclusive,  evidence  of such  delivery or at such time as
delivery is refused by the addressee upon presentation.

         10.7 Force  Majeure.  Neither party shall be held  responsible  for any
delay or failure in performance  under this  Agreement  arising out of any cause
beyond its control or without its fault or negligence.  Such causes may include,
but are not limited to damage or destruction of its equipment, software or data,
interruption of  communication  or computer  service,  fires,  floods,  strikes,
embargoes,  shortages  of supplies or raw  materials or  components  or finished
goods,  acts of God, labor  problems,  power outages and blackouts,  or national
disasters.

         10.8 Additional Action and Documents. Each of the parties hereto hereby
agrees to take or cause to be taken such further  actions,  to execute,  deliver
and file or cause to be executed, delivered and filed such further documents and
instruments  as may be necessary or as may be  reasonably  requested in order to
fully effectuate the purposes, terms and conditions of this Agreement.

         10.9 Binding Effect.  This Agreement shall be binding upon and inure to
the benefit of the parties  hereto and,  subject to Section 10.1 (c)-(e)  above,
their successors and assigns.

         10.10 Survival. Termination of this Agreement shall not terminate those
obligations and rights of the parties that have arisen from  performance  during
the Term,  or that by their  express  terms are  intended to  survive,  and such
rights,  obligations  and  provisions  shall  survive  the  termination  of this
Agreement.

         10.11  Construction.  Each party hereto hereby acknowledges that it was
represented by counsel and participated  equally in the drafting and negotiation
of this  Agreement and that,  accordingly,  no court  construing  this Agreement
shall construe it more stringently against one party than against the other.


<PAGE>

         10.12  Cooperation;  Approvals.  The parties shall  cooperate with each
other and their  respective  affiliates to effectuate the purposes,  terms,  and
conditions of this Agreement.  Whenever this Agreement  contemplates or requires
the consent or approval of a party hereto, such consent or approval shall not be
unreasonably withheld or delayed.

         10.13  Execution  in  Counterparts.   To  facilitate  execution,   this
Agreement  may be  executed  in as many  counterparts  as may be  required.  All
counterparts shall collectively  constitute a single agreement.  It shall not be
necessary in making proof of this  Agreement to produce or account for more than
a number of counterparts  containing the respective  signatures of, or on behalf
of, all of the parties hereto.

         10.14 Facsimile  Signatures.  Original signatures of the parties hereto
on copies of this Agreement, transmitted by facsimile, shall be deemed originals
for all  purposes  hereunder,  and such  copies  shall be binding on the parties
hereto.

         10.15 Corporate  Authority.  The parties represent that the individuals
signing this  Agreement on behalf of the parties  have all  requisite  corporate
authority to execute this Agreement and to bind the respective parties.

         IN  WITNESS  WHEREOF,  each  of the  parties  hereto  has  caused  this
Agreement to be duly  executed in its name and on its behalf,  on the date first
indicated above.

Oxford Health Plans (PA), Inc.                   Oxford Health Plans, Inc.


By: /s/ Michael G. Gaffney                       By: /s/ Stephen F. Wiggins
    Michael C. Gaffney                               Stephen F. Wiggins
Title: Pennsylvania CEO                          Title: CEO
Date: February 24, 1998                          Date: February 24, 1998


Pennsylvania HRM, Inc.                           Health Risk Management, Inc.

By: /s/ Gary T. McIlroy, M.D.                    By: /s/ Gary T. McIlroy, M.D.
   Gary T. Mc Ilroy, M.D.                           Gary T. Mc Ilroy, M.D.
Title: President/Secretary                       Title: Chairman/CEO
Date: February 24, 1998                          Date: February 24, 1998



<PAGE>

     The following  exhibits to the Management  Services Agreement are not being
filed herewith but will be provided to the Commission upon request:

          Exhibit 1 - Guaranty 
          Exhibit 2 - Financial Terms & Compensation
          Exhibit 3 - List of Oxford Par Provider Agreements
          Exhibit 4 - Transition Plan