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                                                                Exhibit 10.33

                      SEVENTH AMENDMENT TO CREDIT AGREEMENT

                  This SEVENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"),
made and entered into as of April 30, 2001, is by and between Health Risk
Management, Inc., a Minnesota corporation (the "Borrower"), and U.S. Bank
National Association, a national banking association (the "Bank").

                                    RECITALS

                  1. The Bank and the Borrower entered into a Credit Agreement
dated as of May 1, 1998 as amended by a First Amendment dated as of January 27,
1999, a Second Amendment dated as of June 30, 1999, a Third Amendment dated as
of December 21, 1999 and a Fourth Amendment dated as of April 10, 2000, a Fifth
Amendment to Credit Agreement dated July 31, 2000 and a Sixth Amendment to
Credit Agreement dated November 14, 2000 (as amended, the "Credit Agreement");
and

                  2. The Borrower desires to amend certain provisions of the
Credit Agreement, and the Bank has agreed to make such amendments, subject to
the terms and conditions set forth in this Amendment.

                                    AGREEMENT

                  NOW, THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto hereby
covenant and agree to be bound as follows:

                  SECTION 1. CAPITALIZED TERMS. Capitalized terms used herein
and not otherwise defined herein shall have the meanings assigned to them in the
Credit Agreement, unless the context shall otherwise require.

                  SECTION 2. AMENDMENTS. The Credit Agreement is hereby amended
as follows:

                           2.1 AMENDED FINANCIAL COVENANTS. Sections 8.17, 8.18,
8.19 and 8.20 of the Credit Agreement are deleted in their entireties and the
following is substituted in lieu thereof:

                           Section 8.17 CONSOLIDATED NET WORTH.  At any time
                  from and after December 31, 2000 permit its Consolidated Net
                  Worth to be less than the sum of (a) $3,000,000 PLUS (b) at
                  any time from and after March 31, 2001, 85% of its cumulative
                  positive Consolidated Net Income earned during such period.


<PAGE>

                           Section 8.18 CONSOLIDATED NET INCOME. At any time
                  permit its Consolidated Net Income to be less than $750,000
                  for the fiscal quarters ending on December 31, 2001 and last
                  day or each fiscal quarter thereafter.

                           Section 8.19 [Reserved]

                           Section 8.20 FIXED CHARGE COVERAGE RATIO. At any time
                  permit the Fixed Charge Coverage Ratio to be less than 1.20 to
                  1.00 for the four fiscal quarters ended on December 31, 2001
                  and for each period of four fiscal quarters ending on the last
                  day of each fiscal quarter thereafter.

                  SECTION 3. EFFECTIVENESS OF AMENDMENTS. The amendments
contained in this Amendment shall be effective retroactively to March 31, 2001
upon delivery by the Borrower of, and compliance by the Borrower with, the
following:

                  3.1 This Amendment, duly executed by the Borrower.

                  3.2 A Reaffirmation of the Security Agreement and Guaranty in
the form of Exhibits A-1 through A-4 attached to this Amendment, duly executed
by each of Health Resource Management, Ltd., HRM Claim Management, Inc.,
Institute for Healthcare Quality, Inc. and Health Benefits Reinsurance, Inc.

                  3.3 A copy of the resolutions of the Board of Directors of the
         Borrower authorizing the execution, delivery and performance of this
         Amendment, the Note and the other documents and instruments to be
         delivered by the Borrower in connection with this Amendment
         (collectively, the "Amendment Documents") certified as true and
         accurate by its Secretary or Assistant Secretary, along with a
         certification by such Secretary or Assistant Secretary (i) certifying
         that there has been no amendment to the Articles of Incorporation or
         Bylaws of the Borrower since true and accurate copies of the same were
         previously delivered to the Bank, and (ii) identifying each officer of
         the Borrower authorized to execute the Amendment Documents, and
         certifying as to specimens of such officer's signature and such
         officer's incumbency in such offices as such officer holds.

                  3.4 Certified copies of all documents evidencing any
necessary corporate action, consent or governmental or regulatory approval
(if any) with respect to this Amendment.

                  3.5 The Borrower shall have paid to the Bank a non-refundable
amendment and waiver fee in the amount of $5,000.

                  3.6 The Borrower shall have satisfied such other conditions
as specified by the Bank, including payment of all unpaid legal fees and
expenses incurred by the Bank through the

                                       -2-

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date of this Amendment in connection with the Credit Agreement, the Amendment
Documents and the Subsidiary Amendment Documents.

         SECTION 4. EVENTS OF DEFAULT AND WAIVER

         4.1 EVENTS OF DEFAULT. The Borrower has advised the Bank that Defaults
and Events or Default have occurred under Section 8.17, 8.18 and 8.20 on the
Credit Agreement (as they existed prior to the date of this Amendment) for the
period on and prior to March 31, 2001 due to the Borrower's failure to comply
with the financial covenants set forth therein during such period.

         4.2 WAIVER. Upon the date on which this Amendment becomes effective,
the Bank hereby waives the Borrower's Events of Default described in the
preceding Section 4.1 (the "Existing Defaults"). The waiver of the Existing
Defaults set forth above is limited to the express terms thereof, and nothing
herein shall be deemed a waiver by the Bank of any other term, condition,
representation or covenant applicable to the Borrower under the Credit Agreement
(including but not limited to any future occurrence similar to the Existing
Defaults) or any of the other agreements, documents or instruments executed and
delivered in connection therewith, or of the covenants described therein. The
waivers set forth herein shall not constitute a waiver by the Bank of any other
Event of Default, if any, under the Credit Agreement, and shall not be, and
shall not be deemed to be, a course of action with respect thereto upon which
the Borrower may rely in the future, and the Borrower hereby expressly waives
any claim to such effect.

         SECTION 5. REPRESENTATIONS, WARRANTIES, AUTHORITY, NO ADVERSE CLAIM.

         5.1 REASSERTION OF REPRESENTATIONS AND WARRANTIES, NO DEFAULT. The
Borrower hereby represents that on and as of the date hereof and after giving
effect to this Amendment (a) all of the representations and warranties contained
in the Credit Agreement are true, correct and complete in all respects as of the
date hereof as though made on and as of such date, except for changes permitted
by the terms of the Credit Agreement, and (b) there will exist no Default or
Event of Default under the Credit Agreement as amended by this Amendment on such
date which has not been waived by the Bank.

         5.2 AUTHORITY, NO CONFLICT, NO CONSENT REQUIRED. The Borrower
represents and warrants that the Borrower has the power and legal right and
authority to enter into the Amendment Documents and has duly authorized as
appropriate the execution and delivery of the Amendment Documents and other
agreements and documents executed and delivered by the Borrower in connection
herewith or therewith by proper corporate, and none of the Amendment Documents
nor the agreements contained herein or therein contravenes or constitutes a
default under any agreement, instrument or indenture to which the Borrower is a


                                       -3-

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         party or a signatory or a provision of the Borrower's Articles of
         Incorporation, Bylaws or any other agreement or requirement of law, or
         result in the imposition of any Lien on any of its property under any
         agreement binding on or applicable to the Borrower or any of its
         property except, if any, in favor of the Bank. The Borrower represents
         and warrants that no consent, approval or authorization of or
         registration or declaration with any Person, including but not limited
         to any governmental authority, is required in connection with the
         execution and delivery by the Borrower of the Amendment Documents or
         other agreements and documents executed and delivered by the Borrower
         in connection therewith or the performance of obligations of the
         Borrower therein described, except for those which the Borrower has
         obtained or provided and as to which the Borrower has delivered
         certified copies of documents evidencing each such action to the Bank.

                  5.3 NO ADVERSE CLAIM. The Borrower warrants, acknowledges and
         agrees that no events have been taken place and no circumstances exist
         at the date hereof which would give the Borrower a basis to assert a
         defense, offset or counterclaim to any claim of the Bank with respect
         to the Borrower's obligations under the Credit Agreement as amended by
         this Amendment.

                  SECTION 6. AFFIRMATION OF CREDIT AGREEMENT, FURTHER
REFERENCES. The Bank and the Borrower each acknowledge and affirm that the
Credit Agreement, as hereby amended, is hereby ratified and confirmed in all
respects and all terms, conditions and provisions of the Credit Agreement,
except as amended by this Amendment, shall remain unmodified and in full force
and effect. All references in any document or instrument to the Credit Agreement
are hereby amended and shall refer to the Credit Agreement as amended by this
Amendment. The Borrower confirms to the Bank that the Borrower's obligations
under the Credit Agreement, as amended by this Amendment are and continue to be
secured by the security interests granted by the Borrower in favor of the Bank
under the Security Agreement and the Pledge Agreement, and all of the terms,
conditions, provisions, agreements, requirements, promises, obligations, duties,
covenants and representations of the Borrower under such documents and any and
all other documents and agreements entered into with respect to the obligations
under the Credit Agreement are incorporated herein by reference and are hereby
ratified and affirmed in all respects by the Borrower.

                  SECTION 7. MERGER AND INTEGRATION, SUPERSEDING EFFECT. This
Amendment, from and after the date hereof, embodies the entire agreement and
understanding between the parties hereto and supersedes and has merged into this
Amendment all prior oral and written agreements on the same subjects by and
between the parties hereto with the effect that this Amendment, shall control
with respect to the specific subjects hereof and thereof.

                  SECTION 8. SEVERABILITY. Whenever possible, each provision of
this Amendment and the other Amendment Documents and any other statement,
instrument or transaction contemplated hereby or thereby or relating hereto or
thereto shall be interpreted in such manner as to be effective,


                                       -4-


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valid and enforceable under the applicable law of any jurisdiction, but, if
any provision of this Amendment, the other Amendment Documents or any other
statement, instrument or transaction contemplated hereby or thereby or
relating hereto or thereto shall be held to be prohibited, invalid or
unenforceable under the applicable law, such provision shall be ineffective
in such jurisdiction only to the extent of such prohibition, invalidity or
unenforceability, without invalidating or rendering unenforceable the
remainder of such provision or the remaining provisions of this Amendment,
the other Amendment Documents or any other statement, instrument or
transaction contemplated hereby or thereby or relating hereto or thereto in
such jurisdiction, or affecting the effectiveness, validity or enforceability
of such provision in any other jurisdiction.

                  SECTION 9. SUCCESSORS. The Amendment Documents shall be
binding upon the Borrower and the Bank and their respective successors and
assigns, and shall inure to the benefit of the Borrower and the Bank and the
successors and assigns of the Bank.

                  SECTION 10. LEGAL EXPENSES. As provided in Section 10.2 of
the Credit Agreement, the Borrower agrees to reimburse the bank, upon
execution of this Amendment, for all reasonable out-of-pocket expenses
(including attorneys' fees and legal expenses of Dorsey & Whitney LLP,
counsel for the Bank) incurred in connection with the Credit Agreement,
including in connection with the negotiation, preparation and execution of
the Amendment Documents and all other documents negotiated, prepared and
executed in connection with the Amendment Documents, and and in enforcing the
obligations of the Borrower under the Amendment Documents, and to pay and
save the Bank harmless from all liability for, any stamp or other taxes which
may be payable with respect to the execution or delivery of the Amendment
Documents, which obligations of the Borrower shall survive any termination of
the Credit Agreement.

                  SECTION 11. HEADINGS. The headings of various sections of
this Amendment have been inserted for reference only and shall not be deemed
to be a part of this Amendment.

                  SECTION 12. COUNTERPARTS. The Amendment Documents may be
executed in several counterparts as deemed necessary or convenient, each of
which, when so executed, shall be deemed an original, provided that all such
counterparts shall be regarded as one and the same document, and either party
to the Amendment Documents may execute any such agreement by executing a
counterpart of such agreement.

                  SECTION 13. GOVERNING LAW. THE AMENDMENT DOCUMENTS SHALL BE
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING
EFFECT TO CONFLICT OF LAW PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL
LAWS APPLICABLE TO NATIONAL BANKS, THEIR HOLDING COMPANIES AND THEIR
AFFILIATES.


                                     -5-


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                  SECTION 14. NO COMMITMENT TO EXTEND MATURITY DATE. THE
BORROWER ACKNOWLEDGES THAT THE BANK HAS NOT COMMITTED, AND IS NOT COMMITTING AT
THIS TIME, TO EXTEND THE MATURITY DATE OF THE TERM LOAN BEYOND NOVEMBER 30,
2001. ANY SUCH EXTENSION MAY BE MADE SOLELY AT THE OPTION OF THE BANK AND ON
SUCH TERMS AND CONDITIONS AS THE BANK MAY THEN REQUIRE. THE BORROWER UNDERSTANDS
THAT NO PRIOR COURSE OF DEALING, NO USAGE OF TRADE, NO ORAL STATEMENTS OR
COMMITMENTS BY THE BANK OR ITS EMPLOYEES OR OTHER AGENTS WILL BE DEEMED TO BE A
COMMITMENT BY THE LENDER TO EXTEND THE MATURITY DATE OF THE TERM LOAN, UNLESS
THE SAME IS REDUCED TO WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE
BANK.



            [The remainder of this page is intentionally left blank.]



                                       -6-

<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the date and year first above written.



BORROWER:                              HEALTH RISK MANAGEMENT, INC.


                                       By:  /s/ Leland G. LeBlanc
                                          ------------------------------------
                                       Title: VP & CFO
                                             ---------------------------------




BANK:                                  U.S. BANK NATIONAL ASSOCIATION


                                       By:   /s/ Daniel J. Falstad
                                          ------------------------------------
                                       Title: Daniel J. Falstad
                                             ---------------------------------
                                              Vice President



                                      S - 1

<PAGE>

              EXHIBIT A-1 TO SEVENTH AMENDMENT TO CREDIT AGREEMENT

                REAFFIRMATION OF SECURITY AGREEMENT AND GUARANTY

                                 April 30, 2001


U.S. Bank National Association U.S. Bank Place 601 Second
Avenue South Minneapolis, Minnesota 55402-4302

         Re: Security Agreement Executed by the Undersigned dated June 24, 1994
         (the "Security Agreement") and Guaranty dated November 14, 2000 (the
         "Guaranty") Regarding the Liabilities of Health Risk Management, Inc.
         (the "Borrower") to U.S. Bank National Association (the "Bank")

         This will confirm (a) that the undersigned hereby consents to the terms
of that Seventh Amendment to Credit Agreement dated concurrently herewith by and
between the Borrower and the Bank (the "Amendment") and to the execution and
delivery of the Amendment by the Borrower and (b) that the obligations of the
Borrower to the Bank under the Amended and Restated Revolving Credit and Term
Loan Agreement dated as of May 1, 1998, as previously amended and as amended by
the Amendment, constitute (i) "Liabilities" of the Borrower to the Bank within
the meaning of the above-referenced Security Agreement and (ii) "Obligations" of
the Borrower to the Bank within the meaning of the above-referenced Guaranty.
This will further confirm that as modified by clause (b) of the immediately
preceding sentence, all of the terms, covenants and conditions of the Security
Agreement and the Guaranty shall each remain in full force and effect.

                                       HEALTH RESOURCE MANAGEMENT, LTD, an
                                       Alberta, Canada corporation

                                       By:  /s/ Leland G. LeBlanc
                                       ---------------------------------------
                                       Its: CFO of Health Risk
                                       ------------------------------------
                                       Management, Inc., parent corporation

<PAGE>


                           CERTIFICATE OF OFFICER OF
                          HEALTH RISK MANAGEMENT, INC.

     I, Leland LeBlanc, hereby certify to U.S. Bank National Association (the
"Bank") that I am the Chief Financial Officer of Health Risk Management,
Inc., a corporation organized under the laws of the State of Minnesota (the
"Company") and that the following resolutions have been duly adopted by the
Board of Directors of the Company in a manner authorized by the laws of the
State of Minnesota:

                   RESOLUTION AUTHORIZING FINANCING TRANSACTION

     WHEREAS, the Company has previously Borrowed money from U.S. Bank
National Association (the "Bank"), and for that purpose has entered into an
Amended and Restated Revolving Credit and Term Loan Agreement dated as of May
1, 1998 with the Bank as amended by a First Amendment dated as of January
27, 1999, a Second Amendment dated as of June 30, 1999, a Third Amendment
dated as of December 21, 1999, a Fourth Amendment dated as of April 10, 2000,
a Fifth Amendment to Credit Agreement dated July 31, 2000, and a Sixth
Amendment to Credit Agreement dated November 14, 2000 (as amended, the
"Credit Agreement").

     RESOLVED, the Company shall enter into a Seventh Amendment to Credit
Agreement with the Bank to be dated April 30, 2001 (the "Seventh Amendment");
Leland LeBlanc, the Chief Financial Officer of the Company is hereby
authorized at any time and from time to time to execute and deliver to the
Bank such Seventh Amendment and any promissory notes, security agreements,
mortgages, subordination agreements, pledge agreements, assignments of life
insurance, reimbursement agreements, or amendments to any of the foregoing as
may be contemplated or required pursuant to such Seventh Amendment to the
Credit Agreement or otherwise, all in such form as such officer may
determine and approve (such determination and approval to be established
conclusively by such officer's execution and delivery of the Seventh
Amendment to the Credit Agreement and any such related documents and
instruments); and

     FURTHER RESOLVED, that the Chief Financial Officer of the Company is
hereby authorized at any time and from time to time to sell, assign,
transfer, mortgage, create security interests in and pledge to the Bank the
real property, goods, instruments, documents, securities, chattel paper,
accounts, contract rights and other intangibles and any other property now
owned or hereafter acquired by the Company, either absolutely for such
consideration as such officer may determine to be appropriate or as security
for the payment or performance of any or all debts, liabilities and
obligations of every type and description now or at any time hereafter owed
to the Bank by the Company, on such terms as such officer may approve, and to
do such other acts or things in connection therewith or pursuant thereto as
such officer may determine to be appropriate (such determination and approval
to be established conclusively by the instrument executed or action taken by
such officer); and

     FURTHER RESOLVED, it is hereby acknowledged that each and every note,
guaranty, security agreement and other instrument made pursuant to the
foregoing resolutions is and will be made and given for the corporate
purposes of this Company; and

     FURTHER RESOLVED, the Chief Financial Officer shall certify to the Bank
the names and signatures of the persons who presently are duly elected,
qualified and acting as the officers authorized to act under the foregoing
resolutions, and the Chief Financial Officer shall from time to time
hereafter,

<PAGE>

upon a change in the facts so certified, immediately certify to the Bank the
names and signatures of the persons then authorized to sign or to act; the
Bank shall be fully protected in relying on such certificates and on the
obligation of the Chief Financial Officer immediately to certify to the Bank
any change in any fact certified, and the Bank shall be indemnified and saved
harmless by the company from any and all claims, demands, expenses, costs and
damages resulting from or growing out of honoring or relying on the signature
or other authority (whether or not properly used) of any officer whose name
and signature was so certified, or refusing to honor any signature or
authority not so certified."

I further certify that the foregoing resolutions have not been amended or
revoked and are in full force and effect on the date hereof.

I further certify that the board of Directors of the Company has, and at the
time of adoption of the foregoing resolutions had, full power and lawful
authority to adopt the foregoing resolutions and to confer the powers therein
granted upon the officers designated, and that such officers have full power
and authority to exercise the same.

I further certify that the officers whose names appear below have been duly
elected to and now hold the offices in the Company set forth opposite their
respective names and that the signature appearing opposite the name of each
of such officer is authentic and official:

Name                     Title                         Specimen Signature

Leland LeBlanc           Chief Financial Officer       /s/ Leland LeBlanc
------------------------------------------------------------------------------

I further certify that shareholder approval of the foregoing resolutions is
not required and said resolutions are effective and binding on the Company
without approval by its shareholders.

I further certify that the Articles of Incorporation of the Company have not
been amended or otherwise modified since true and accurate copies of those
documents were furnished to the Bank on or about May 1, 1998. The Bylaws of
the Company were amended and modified on April 22, 1999, and true and correct
copies of the Composite Bylaws as of April 22, 1999 were furnished to the
Bank at the time of the execution and delivery of the Second Amendment to
Credit agreement.

Dated:   May 2, 2001


                                       /s/ Leland LeBlanc
                                       ------------------------------
                                       Chief Financial Officer


/s/ [ILLEGIBLE]
----------------------------------
Attest by a Director