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                                                                 EXHIBIT 10.7


                                                                    BY FACSIMILE



November 22, 1999


Terah Cochrane
3302 Clearfield Drive
Grapevine, TX  76051

Dear Terah:

I am extremely pleased that you would like to join APS, subject to our working
out the financial terms. I believe that you will make a major contribution to
the success of the company, and that we will enjoy working together again. I've
listed below the major financial terms we discussed and outlined an offer for
those that still need to be worked through. In addition, I've included a copy of
the company's standard Confidentiality and NonCompete Agreement.

         1)       Base Salary: $165,000 Per Annum

         2)       Your sales commission for full-risk health plan business will
                  be 1.5% of collected revenues in year 1 and 0.75% of revenues
                  in year 2. Your sales commission for ASO business including
                  EAP will be 3% of collected revenues in year 1 and 1.5% of
                  revenues in year 2.

         3)       You will receive an option for the purchase of 125,000 shares
                  of APS stock at the last transaction price of $2.85 per share.
                  These options will be covered by the company's ISO plan, which
                  carries a 5-year vesting schedule. If the company is sold, the
                  vesting will accelerate and the options will be 100% vested.

         4)       You will receive up to a maximum of $300,000 from APS to
                  offset the loss of expected year 2000 commissions, divided as
                  follows: 50% of the expected amount in cash payable monthly as
                  the commission would have been earned and 50% in a grant of
                  APS stock (please note: outright stock grant, not options to
                  purchase stock) valued at the current share price. The stock
                  grant will vest over 5 years. However, as soon as you
                  cumulatively close $25M in APS sales the vesting will
                  accelerate and the grant will be 100% vested should this occur
                  before 5 years from the date of your employment. If you either
                  leave voluntarily or are terminated for cause, you will
                  forfeit the unvested portion of the stock grant. If, on the
                  other hand, you are terminated without cause, the stock grant
                  will vest 100%.


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Terah Cochrane
November 22, 1999
Page 2


In reference to the company's Non-Compete Agreement, I agreed to modify it such
that the company will pay you one year's base salary in exchange for exercising
the company's right to its non-competition agreement with you for a period of
one year.

I have agreed to your request for time off before starting work with APS and
your being eligible for 5 weeks of paid vacation a year.

Terah, I look forward to working through these issues with you and moving
quickly to having you begin to help build APS into the premier specialty managed
care company.

Best,



Kenneth A. Kessler, M.D.
President and Chief Executive Officer

Attachment



ACCEPTED BY:


/s/ Terah Cochrane
---------------------------         -------------------------
Terah Cochrane                      Date