<PAGE>
 
                                                                    Exhibit 10.3


                   INFORMATION MANAGEMENT SERVICES AGREEMENT

                                    BETWEEN

               COMPANION INFORMATION MANAGEMENT RESOURCES, INC.

                                      AND

                           SUNSTAR HEALTH PLAN, INC

                                     DATED

                                26 MARCH, 1999
<PAGE>
 
                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<S>                                                                                                      <C> 
1.       DEFINITIONS...............................................................................      1
         1.1.     14-Day Claims Turnaround.........................................................      1
         1.2.     30-Day Claims Turnaround.........................................................      1
         1.3.     Access Resources.................................................................      1
         1.4.     Affiliated Provider..............................................................      1
         1.5.     Agreement........................................................................      1
         1.6.     Availability Periods.............................................................      1
         1.7.     Benefit Plan.....................................................................      1
         1.8.     Carve-Out Vendor.................................................................      1
         1.9.     CICS Availability Percentage.....................................................      1
         1.10.    CICS Response Time Average.......................................................      1
         1.11.    CIMR Implementation Representative...............................................      2
         1.12.    Claim............................................................................      2
         1.13.    CLIENT Representative............................................................      2
         1.14.    Commencement Date................................................................      2
         1.15.    Effective Date...................................................................      2
         1.16.    External Network Claim...........................................................      2
         1.17.    Financial Accuracy Percentage....................................................      2
         1.18.    Forces Majeure...................................................................      2
         1.19.    Free Implementation Services.....................................................      2
         1.20.    Hub Site.........................................................................      2
         1.21.    Implementation Services..........................................................      2
         1.22.    Labor Rate ......................................................................      2
         1.23.    Member...........................................................................      3
         1.24.    Notice...........................................................................      3
         1.25.    Operating Services...............................................................      3
         1.26.    Party............................................................................      3
         1.27.    Person...........................................................................      3
         1.28.    Process and Procedure Accuracy...................................................      3
         1.29.    Provider ........................................................................      3
         1.30.    Related Person...................................................................      3
         1.31.    Resource.........................................................................      3
         1.32.    Services.........................................................................      3
         1.33.    System...........................................................................      3
         1.34.    Term.............................................................................      4
         1.35.    TMON.............................................................................      4
         1.36.    Transaction......................................................................      4
         1.37.    Voice Response Unit..............................................................      4
                                                                                                         
2.       OPERATING SERVICES........................................................................      4
         2.1.     Generally........................................................................      4
         2.2.     License..........................................................................      4
         2.3.     Third Party Software.............................................................      4
         2.4.     Limited Capacity of CIMR.........................................................      4
         2.5.     Availability.....................................................................      4
                                                                                                         
3.       IMPLEMENTATION............................................................................      5
         3.1.     Generally........................................................................      5
         3.2.     Planning.........................................................................      5
         3.3.     Project Management...............................................................      5
</TABLE> 

                                       i
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<TABLE>
<S>                                                                                                     <C> 
         3.4.     CLIENT Representative............................................................      5
         3.5.     Functionality Selection..........................................................      5
         3.6.     Status Reports...................................................................      5
         3.7.     CLIENT Support...................................................................      5
         3.8.     Other Responsibilities...........................................................      5
         3.9.     On-Going Implementation..........................................................      6
         3.10.    HPS Migration....................................................................      6
         3.11.    Compliance with Third Party Rights...............................................      6
                                                                                                         
4.       SUPPORT SERVICES..........................................................................      6
         4.1.     Customization....................................................................      6
         4.2.     Training.........................................................................      7
         4.3.     Telephone Support................................................................      7
         4.4.     Temporary On-Site Support.  .....................................................      7
         4.5      Data mapping to existing data repositories ......................................      7
                                                                                                         
5.       FEES......................................................................................      7
         5.1.     Monthly Fee......................................................................      7
         5.2.     The Monthly Minimum Fee..........................................................      7
         5.3.     Monthly Rate.....................................................................      7
         5.4.     Implementation Fees..............................................................      7
         5.5.     Hourly Fees......................................................................      7
         5.6.     Initial Training Fees............................................................      8
         5.7.     Telecommunication Costs.  .......................................................      8
         5.8.     External Network Claims Administration Fees......................................      8
         5.9.     Record Keeping and Audit Rights..................................................      8
         5.10.    Expense Reimbursement............................................................      8
         5.11.    Taxes Additional.................................................................      8
         5.12.    CPU Charge.......................................................................      8
                                                                                                         
6.       MUTUAL MARKETING SUPPORT..................................................................      8
         6.1.     Reference Account Status.........................................................      8
         6.2.     Marketing Support of CIMR........................................................      9
         6.3.     Promotional Support..............................................................      9
                                                                                                         
7.       SERVICE LEVEL COMMITMENTS.................................................................      9
         7.1.     Disaster Recovery Testing........................................................      9
         7.2.     Service Level Failure............................................................      9
         7.3.     Credits..........................................................................      9
         7.4.     Exclusive Remedies for Service Level Failures....................................      9
                                                                                                         
8.       TERM AND TERMINATION......................................................................      9
         8.1.     By CLIENT........................................................................      9
         8.2.     By CIMR..........................................................................     10
         8.3.     By Either Party..................................................................     10
         8.4      Termination Fee..................................................................     10
         8.5      Transition Services..............................................................     10
                                                                                                        
9.       LIMITED WARRANTY..........................................................................     10
                                                                                                        
10.      LIABILITY LIMITATION......................................................................     11
                                                                                                        
11.      INDEMNIFICATIONS..........................................................................     11
</TABLE> 

                                      ii
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<TABLE>
<S>                                                                                                     <C> 
         11.1.    By CLIENT........................................................................     11
         11.2.    By CIMR..........................................................................     11
                                                                                                        
12.      PROPRIETARY RIGHTS OF CIMR................................................................     11
                                                                                                        
13.      CONFIDENTIALITY AND NONSOLICITATION.......................................................     12
         13.1.    Confidentiality..................................................................     12
         13.2.    CIMR Use of Aggregate Data.......................................................     13
         13.3.    Non-solicitation.................................................................     13
                                                                                                        
14.      FORCES MAJEURE............................................................................     13
                                                                                                        
15.      ATTORNEY'S FEES...........................................................................     13
                                                                                                        
16.      ARBITRATION...............................................................................     13
                                                                                                        
17.      WAIVER....................................................................................     13
                                                                                                        
18.      LATE PAYMENTS.............................................................................     14
                                                                                                        
19.      EFFECT AND BENEFIT........................................................................     14
                                                                                                        
20.      ASSIGNMENT................................................................................     14
                                                                                                        
21.      ENTIRE AGREEMENT..........................................................................     14
                                                                                                        
22.      AMENDMENT.................................................................................     14
                                                                                                        
23.      RELATIONSHIP OF PARTIES...................................................................     14
                                                                                                        
24.      GOVERNING LAW.............................................................................     14
                                                                                                        
25.      ACCEPTANCE................................................................................     15
</TABLE> 

                                      iii
<PAGE>
 
                                   SCHEDULES
                                   ---------

SCHEDULE 1.1.  -  ACCESS RESOURCES
SCHEDULE 1.14  -  CLIENT SERVICE AREA
SCHEDULE 1.20  -  OPERATING SERVICES

                                      iv
<PAGE>
 
               COMPANION INFORMATION MANAGEMENT RESOURCES, INC.

INFORMATION MANAGEMENT SERVICES AGREEMENT
-----------------------------------------

THIS AGREEMENT is entered into by and between COMPANION INFORMATION MANAGEMENT
RESOURCES, INC., a South Carolina corporation ("CIMR"), and SunStar Health Plan,
Inc. a Florida corporation ("CLIENT"), as of the date immediately preceding the
Parties' signatures hereinbelow.

PREFACE. CIMR is a wholly-owned subsidiary of Blue Cross Blue Shield of South
-------
Carolina that provides a variety of managed care systems and services to its
clients. CLIENT is a company engaged in the business of providing health care
services, health plan management and administrative services to employers and
patients. CLIENT desires to acquire from CIMR, and CIMR is willing to provide to
CLIENT, the services described in this Agreement subject to and in accordance
with the terms and conditions set forth in this Agreement.

The Parties hereby agree as follows:

1.   DEFINITIONS.DEFINITIONS.DEFINITIONS.DEFINITIONS

For purposes of this Agreement, the following terms shall have the following
meanings:

1.1. "14-DAY CLAIMS TURNAROUND" means, for a given period, the percentage
Non-investigated claims adjudicated as paid, denied, or pended within 14 working
days after the date of receipt.

1.2. "30-DAY CLAIMS TURNAROUND" means, for a given period, the Non-investigated
claims adjudicated as paid, denied, or pended within 30 working days after the
date of receipt.

1.3. "ACCESS RESOURCES" means all equipment or other resources required to
electronically link the Hub Site with CIMR'S data center in Columbia, South
Carolina, including without limitation the connecting telecommunication lines
and the routers, multiplexors, network controllers, and similar equipment
required at the Hub Site and CIMR'S data center.

1.4. "AFFILIATED PROVIDER". means any Provider, other than a Carve-Out Vendor,
that is a party to a provider Contract.

1.5. "AGREEMENT. AGREEMENT" means this Information Management Services
Agreement, together with all Schedules and Exhibits hereto, as amended from time
to time.

1.6. "AVAILABILITY PERIODS" means those periods during which the Operating
Services are required to be available to CLIENT under Section 2.5.

1.7. "BENEFIT PLAN" means a health care benefit plan sponsored by an employer or
other payor for the benefit of a defined group of individuals (such as employees
and their dependents) that is (i) administered by CLIENT pursuant to a contract
with the employer, and (ii) approved by CIMR in its sole discretion as
compatible with the System.

1.8. "CARVE-OUT VENDOR" means a Provider that is either (i) under contract with
CLIENT to provide to Members specialty services such as, pharmacy, laboratory,
or mental health, or (ii) otherwise categorized by CIMR in its sole discretion
as a Carve-Out Vendor.

1.9. "CICS AVAILABILITY PERCENTAGE" shall mean the ratio, expressed as a
percentage, of the actual time each of the CLIENT's Production CICS Regions is
available for use by the CLIENT, divided by the total amount of time

                                       1
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between the mutually agreed upon business hours during any monthly period.
Corporate Help Desk Logs will be used to calculate the CICS Availability
Percentage on a monthly basis.

1.10. "CICS RESPONSE TIME AVERAGE" shall mean the ratio, expressed in seconds or
fraction thereof, of the sum of all of the CLIENT's interactive Production CICS
transaction response times for a calendar month divided by the total number of
the CLIENT's interactive Production CICS transactions during that same month.
TMON (or equivalent) software will be used to calculate the CICS Response Time
Average. Response time shall be the time elapsed between the moment a
transaction is received by CIMR from the CLIENT's network controller until the
moment an intended response is presented back to the CLIENT's network controller
by the System.

1.11. "CIMR IMPLEMENTATION REPRESENTATIVE" means the Person designated by CIMR
in a Notice to CLIENT from time to time to perform the services described in
Section 3.3.

1.12. "CLAIM" means any claim for payment or reimbursement submitted by any
Affiliated Provider or Carve-Out Vendor in respect of health care products or
services provided to any Member under a Benefit Plan.

1.13. "CLIENT REPRESENTATIVE" means the individual designated by CLIENT in a
Notice to CIMR from time to time as CLIENT's authorized representative for
implementation planning, System implementation and making requests for
additional Services.

1.14. "COMMENCEMENT DATE" means the date as of which CIMR certifies to CLIENT
that the System is available to administer any Benefit Plan.

1.15. "EFFECTIVE DATE" means the date appearing immediately before the Parties'
signatures hereinbelow.

1.16. "EXTERNAL NETWORK CLAIM" means a claim for payment or reimbursement in
respect of a service or a product provided to a Member by a Provider who either
(i) is neither an Affiliated Provider nor a Carve-Out Vendor, or (ii) is located
outside of the CLIENT service area set forth in Schedule 1.14.

1.17. "FINANCIAL ACCURACY PERCENTAGE" means the percentage equivalent of a
fraction the numeration of which is the total absolute value of claims
overpayments and under payments (expressed in dollars) for the period in
question (and as reflected in an audit sample) and the denominator of which is
the total of all claims (expressed in dollars) for the period in question (as
reflected in such audit sample).

1.18. "FORCES MAJEURE" shall mean and include acts of God, changes in government
regulations, acts of governmental bodies or their employees or agents, weather,
strikes, lockouts, boycotts, and inability to secure labor or any material
specified or reasonably necessary in connection with property through ordinary
business channels, fire, unusual delays in transportation, unavoidable
casualties or any other causes beyond the Parties' control.

1.19. "FREE IMPLEMENTATION SERVICES" means the first $400,000 worth (valued at
the Hourly Fee rates that would otherwise be applicable to such Services under
Section 5.5) of Implementation Services (and no others) performed to enable
CLIENT to access and use the following System functions in the form currently
accessed and used by Companion Health Care: (i) claims processing system and
subsystems, including claims inquiry; (ii) managed care system, including
authorization, referral and case management subsystems; (iii) back-end group
reporting system; (iv) provider information management system, including
provider demographics, certification and pricing; (v) correspondence tracking
system; (vi) claims rebundling software (only those modules licensed to CIMR);
(vii) automated letter generating system used to generate all system letters in
ad hoc or batch mode; (viii) benefit file processing and inquiry system; (x)
premium billing, cash receipts, and income accounting systems; and (xi)

                                       2
<PAGE>
 
commission system. If CLIENT requires or desires any modification of or
variation from the Companion Health Care implementation of the foregoing
functions, CIMR'S services in connection with implementing any such
modifications or variations shall not constitute Free Implementation Services,
but shall be chargeable to CLIENT pursuant to Section 5.5.

1.20. "HUB SITE" means a CLIENT site mutually agreed upon by CIMR and CLIENT
where certain Access Resources shall be located.

1.21. "IMPLEMENTATION SERVICES" means all services provided by CIMR to or on
behalf of CLIENT on or before the Commencement Date in connection with
implementing (or de-implementing) CLIENT'S access to the System's automated
functions.

1.22. "LABOR RATE" means, for any given calendar year, the annual average hourly
amount actually paid by Blue Cross and Blue Shield of South Carolina ("BCBSSC")
during such calendar year as compensation to its programming personnel,
including contract programmers, who provide implementation services and/or
support services to third party customers of BCBSSC. As used herein,
"compensation" includes all amounts reasonably related to the cost to BCBSSC of
such programming personnel (including contract programmers), such as wages,
bonuses, benefits, payroll taxes, and other wage and employment related taxes
and benefits customarily provided to BCBSSC employees).

1.23. "MEMBER" means any person entitled to health care services or products
under a Benefit Plan.

1.24. "NON-INVESTIGATED CLAIM" means a clean claim that can be adjudicated
without reference to information CLIENT Benefit Plan not resident on the
automated System.

1.25. "NOTICE" means any notice, election, demand, request, or other
communication between the Parties related to this Agreement which is in writing
and sent to the addressee Party by either electronic mail, the United States
Postal Service, or a nationally recognized commercial carrier service such as
United Parcel Service or Federal Express, at the address for Notices designated
by the addressee Party from time to time in a Notice to the other Party. In the
absence of any such designation each Party's Notice address shall be the address
set forth opposite such Party's signature below. For purposes of this Agreement,
a Notice shall be conclusively deemed given and effective as of the date and
time reflected (i) if the Notice is in paper format, on the mailing or shipping
receipt issued by the carrier with respect to such Notice, or (ii) if the Notice
is in electronic mail format, the receipt confirmation issued by the electronic
mail server of the addressee or its internet service provider. In the absence of
such a receipt, a Notice shall not be deemed given and effective unless the
addressee Party acknowledges in writing its receipt of such Notice.

1.26. "OPERATING SERVICES" means the Services (whether automated or manually
performed) and Resource access described in Schedule 1.20, including without
limitation the use by CIMR of automated System functionality in providing
services to CLIENT pursuant to this Agreement.

1.27. "PARTY" means either CIMR or CLIENT.

1.28. "PERSON" means a natural person, or a private or governmental entity of
any kind.

1.29. "PROCESS AND PROCEDURE ACCURACY" means, for a given period, the percentage
equivalent of a fraction the numerator of which is the number of claims
processed in error (according to the group schedule of benefits and all relevant
processing procedures as established by CIMR from time to time) and during such
period the denominatorship of which is the number of all claims processed during
such period.

                                       3
<PAGE>
 
1.30. "PROVIDER" means any Person independently licensed to perform health care
services or provide health care products to patients, including without
limitation physicians, podiatrists, nurses, nurse practitioners, hospitals,
clinics, outpatient surgical centers, rehabilitative care facilities, nursing
homes, and assisted living facilities means any Person independently licensed to
perform health care services or provide health care products to patients,
including without limitation physicians, podiatrists, nurses, nurse
practitioners, hospitals, clinics, outpatient surgical centers, rehabilitative
care facilities, nursing homes, and assisted living facilities means any Person
independently licensed to perform health care services or provide health care
products to patients, including without limitation physicians, podiatrists,
nurses, nurse practitioners, hospitals, clinics, outpatient surgical centers,
rehabilitative care facilities, nursing homes, and assisted living facilities
means any Person independently licensed to perform health care services or
provide health care products to patients, including without limitation
physicians, podiatrists, nurses, nurse practitioners, hospitals, clinics,
outpatient surgical centers, rehabilitative care facilities, nursing homes, and
assisted living facilities.

1.31. "RELATED PERSON" means, with respect to a particular Person, any other
Person that, either (i) controls a majority of the equity and voting interests
in the first Person, or (ii) has a majority of its equity and voting interests
controlled by either the first Person or another Person which controls a
majority of the equity and voting interests in the first Person.

1.32. "RESOURCE" means any item of property (tangible or intangible) the use of
which is made available to CLIENT by CIMR pursuant to this Agreement.

1.33. "SERVICES" means any and all of the services performed and the Resources
provided by CIMR to CLIENT pursuant to this Agreement, including without
limitation the Implementation Services and the Operating Services.

1.34. "SYSTEM" means that combination of automated and manual processes by which
CIMR makes the Operating Services available to CLIENT. The System includes
computer hardware and software (including without limitation System, interface
and application software), other equipment, and certain processes, methodologies
and procedures for manually performing certain Operating Services. The System
also includes engineering, design, and other know-how related to the foregoing,
and all manuals, documentation, or other graphical or textual information
(whether intangible or electronic form) related to such hardware, software, 
know-how, processes, procedures or methodologies, all as constituted and
implemented by CIMR from time to time in its sole discretion. The elements and
mix of automation and manual processes comprising the System shall be as
determined by CIMR from time to time in its sole discretion so long as in all
events the System shall have the capability to make available to CLIENT all of
the Operating Services. The System does not include the Access Resources or any
of the other items for which CLIENT is responsible under Section 3.8.

1.35. "TERM" means the period from and after the Effective Date to and including
the date as of which the Agreement is terminated pursuant to Section 8 below.

1.36. "TMON" ("the monitor for CICS") means a product used to capture
statistical information concerning the execution of CICS transactions and their
use of CICS resources.

1.37. "TRANSACTION" means a discreet electronic exchange of information between
CIMR's Columbia data center mainframe computer and a computer System of CLIENT,
or the striking of the enter key on the System for electronic input or retrieval
of information from CIMR's Columbia data center mainframe computer.

1.38. "VOICE RESPONSE UNIT" means an automated service accessed through a toll
free telephone number by Affiliated Providers and Members to receive Member
eligibility/benefits status information and/or claims status information. All
calls are tracked on the inquiry tracking System for audit purposes.

2.    OPERATING SERVICES.

                                       4
<PAGE>
 
2.1. GENERALLY. During the Term, CIMR shall provide, and CLIENT shall use, the
Operating Services for (and only for) CLIENT's administration of Benefit Plans.
CIMR reserves the right to use Related Persons, employees of Related Persons,
and independent contractors to perform any or all of the Services.

2.2. LICENSE. CIMR grants CLIENT and its Affiliated Providers a non-exclusive
and non-transferable right to access and use the System during the Term as (and
only as) contemplated by Schedule 1.20 for (and only for) the purposes set forth
in Section 2.1 above. This license does not permit access to or use of the
System, in whole or in part, by any other Person, nor does it permit CLIENT to
possess, copy, reproduce in any form, modify, or exercise any other right of
control over any System component (whether hardware, software, know-how, or
other), in whole or in part. This license does not grant CLIENT access to, use
of, or any other rights with respect to, any other products or services of CIMR,
its Related Persons, or any other Person.

2.3. THIRD PARTY SOFTWARE. Future additions to, or modifications or enhancements
of, the Operating Services requested by CLIENT may require CLIENT to obtain
licenses of certain software from third party vendors. The effort and expense of
obtaining such licenses are solely CLIENT's responsibility. If third party
software is licensed solely by CLIENT for use on the System, CIMR shall prohibit
other System users from using Client's copy of such software residing on the
System server.

2.4. LIMITED CAPACITY OF CIMR. CIMR shall perform all Operating Services solely
in a ministerial capacity as agent for CLIENT. CIMR shall have no power or
responsibility to interpret provisions of any Benefit Plan, Provider agreement
or other contract to which it is not a party or resolve ambiguities or conflicts
in respect thereof. CIMR shall have no power or responsibility to make decisions
with respect to medical diagnosis or treatment, including without limitation the
adequacy or application of medical protocols or guidelines related to diagnosis
or treatment. In all events all medical diagnosis and treatment advice and
decisions concerning a patient shall be solely the responsibility of the
patient's physician. CIMR assumes no liability or responsibility for obligations
of CLIENT to any other Person in respect of any Benefit Plan or otherwise. In
performing all Services CIMR shall be entitled to rely solely and absolutely on
any and all information, data or instructions received from CLIENT, and CIMR
shall have no responsibility or obligation whatsoever to investigate, verify or
confirm the same.

2.5. AVAILABILITY. Subject to normal adjustments due to personnel turnover,
equipment maintenance requirements, Forces Majeure, and similar considerations:
(i) Operating Services shall be available to Client during CIMR's customary
business hours in effect from time to time, and (ii) Operating Services
involving electronic information access only without participation of CIMR
personnel shall be available at all times other than (1) 5:00 p.m. every Sunday
to 7:00 a.m. the following Monday, (2) 3:00 a.m. to 7:00 a.m. every day, and (3)
maintenance downtime scheduled in advance upon at least fourteen (14) days prior
Notice to CLIENT. Maintenance downtime shall not be scheduled during the hours
of 7:00 a.m. to 9:00 p.m. on Monday through Friday, or 8:00 a.m. to 2:00 p.m. on
Saturday.

3.   IMPLEMENTATION.

3.1. GENERALLY. CIMR and CLIENT shall cooperate in good faith and in a timely
manner to make available to CLIENT the Operating Services substantially in
accordance with the time tables and work plans developed from time to time in
accordance with Section 3.2 below. CLIENT shall cause its personnel (and the
personnel of its Affiliated Providers and Carve-Out Vendors) to cooperate fully
and promptly in the implementation and operation of the System for this purpose.
CLIENT acknowledges that CIMR'S ability to perform its obligations in respect of
implementation is dependent upon the timely and successful performance of the
tasks assigned to CLIENT pursuant to the implementation planning process
referred to in Section 3.2.

3.2. PLANNING. CIMR and CLIENT shall jointly conduct a project planning session
to identify the functions CLIENT chooses to perform on the System and CLIENT's
other plans for System utilization. CIMR and CLIENT shall jointly develop and
agree upon a written project plan as part of the

                                       5
<PAGE>
 
implementation planning process. The Parties shall endeavor to complete the
preparation of such Plan within thirty (30) days after the Effective Date. Such
project plan will include assignment to CIMR and CLIENT of responsibilities for
completion of project tasks, establishment of schedules for the completion of
such tasks, establishment of an education and training plan, and establishment
of project coordination and communications procedures. CLIENT shall provide CIMR
full cooperation and all reasonable assistance in the joint development and
implementation of such plan, including without limitation allowing CIMR
reasonable access to CLIENT'S key employees to conduct planning interviews.

3.3. PROJECT MANAGEMENT. The CIMR Implementation Representative shall organize,
manage, direct and facilitate the implementation of the Operating Services and
other Services requested by CLIENT. The CIMR Implementation Representative shall
participate and assist in all of the phases of the implementation by
coordinating resources within CIMR and providing guidance to CLIENT. The CIMR
Implementation Representative shall be responsible for maintaining the project
plan (including any updates mutually agreed by the Parties), providing status
reports, defining the current status and any appropriate issues and scheduling
meetings between CLIENT and CIMR. Additionally, the CIMR Implementation
Representative shall assist in the implementation by acting as a resource to
perform various tasks such as requirement study interviews and document
preparation, customization planning, System testing, and consulting with CLIENT
on specific project tasks.

3.4. CLIENT REPRESENTATIVE. CLIENT shall designate one of its managers as its
full-time representative to work with the CIMR Implementation Representative on
all aspects of implementation. Such designee shall have the experience and
authority required for assisting the successful implementation of the Operating
Services. CLIENT shall direct the CLIENT Representative to cooperate fully with
the CIMR Implementation Representative and, shall require substantially all of
the CLIENT Representative's working time to be devoted to implementation of the
Operating Services.

3.5. FUNCTIONALITY SELECTION. Adding or deleting functionality to or from the
Operating Services shall be done only by a written amendment to this Agreement
duly executed by both Parties which modifies Schedule 1.20 accordingly. CIMR
reserves the right to adjust the fees payable hereunder in respect of any such
amendment provided such fee adjustment is reflected in such amendment.

3.6. STATUS REPORTS. Throughout the implementation phase, CIMR shall provide
CLIENT with regular monthly status reports as to CIMR's assessment of progress
on the project.

3.7. CLIENT SUPPORT. further agrees to make available, at no cost to CIMR,
access to all equipment and management, supervisory and other CLIENT personnel
as CIMR may reasonably require to perform its implementation duties hereunder in
a timely fashion. CLIENT agrees to provide CIMR's personnel, at no cost to CIMR,
reasonably adequate office space, furniture and telephones at CLIENT's location
for the performance by CIMR's employees of such of their assigned implementation
tasks as are required to be performed at CLIENT's location.

3.8. OTHER RESPONSIBILITIES.

(A)  CLIENT shall be solely responsible for providing and maintaining the Access
     Resources and all computer and/or telecommunications equipment, hardware
     (including, without limitation, if required, servers, workstations,
     printers, modems, cablings, and interface cards), and software required at
     CLIENT site to establish and maintain a dedicated dial or lease line
     circuit connecting the CLIENT Site, and otherwise fully implement the
     Operating Services. All such hardware and software shall be in conformity
     with all CIMR specifications as may be applicable thereto.

(B)  Within thirty (30) days after the Effective Date CLIENT shall fully and
     accurately complete and return to CIMR a System Input Questionnaire ("SIQ")
     with respect to (i) each Benefit Plan, and (ii) each Provider 

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<PAGE>
 
      Contract. CIMR shall provide CLIENT with the blank generic form of SIQ and
      use the completed SIQs to prepare a System Input Form ("SIF") for each
      Benefit Plan and Provider Contract. CIMR shall provide a copy of all such
      SIFs to CLIENT. Unless and until CLIENT gives CIMR a Notice identifying
      with particularity any inaccuracy in a SIF, CIMR shall be entitled to
      treat all SIF data as accurate. CIMR shall correct inaccurate System data
      within thirty (30) days after receipt of a Notice identifying such
      inaccuracy with particularity.

(C)   Each party shall be responsible for those tasks and services assigned to
      it in Schedule 1.20.

(D)   CLIENT shall be solely responsible for establishing and maintaining all
      accounts and records, and complying with all federal and state regulatory
      requirements, required in connection with its operations generally and the
      administration of the Benefit Plan in particular.

3.9.  ON-GOING IMPLEMENTATION. CLIENT may request from time to time that (i) SIF
data for additional Benefit Plans and /or Provider Contracts be installed on and
supported by the System, and (ii) amendments be made to Benefit Plans and/or
Provider Contracts already installed on and supported by the System. The
installation and support of an additional Benefit Plan, and the amendment of an
already installed and supported Benefit Plan, are subject to the reasonable
approval of CIMR. CIMR shall complete each such on-going implementation project
within a reasonable time after an SIQ and all other required information is
received from CLIENT.

3.10. HPS MIGRATION. As part of the Implementation Services, CIMR will provide
assistance as requested by CLIENT and approved by CIMR from time to time related
to CLIENT'S migration from its HPS system. CLIENT shall be solely responsible
for obtaining all required cooperation of HPS in connection with such migration,
including without limitation causing HPS to provide CIMR with copies (and
related format information) of all CLIENT electronic data files for providers,
networks, pricing, enrollment and membership, claims history, managed care data,
and other CLIENT information resident on CLIENT'S HPS system.

3.11. COMPLIANCE WITH THIRD PARTY RIGHTS. CLIENT shall be solely responsible for
ensuring that its requests of and directions to CIMR related to implementation
(including, without limitation, the HPS migration) comply in all respects with
the rights of third parties. CLIENT hereby agrees to indemnify, defend and hold
harmless CIMR and its directors, officers, employees, agents and other
representatives from and against any loss, expense, or other liability
(including without limitation damages payments and settlement payments) arising
out of or resulting from any claim, action or proceeding by any third party
(including, without limitation, HPS) related, directly or indirectly, to
implemenation of the System and attributable, in whole or in part, to a
negligent or otherwise wrongful act or omission of CLIENT.

4.    SUPPORT SERVICES.

4.1.  CUSTOMIZATION. Modifications of the System to satisfy customization
requests by CLIENT shall be performed only at CIMR's sole discretion and in
accordance with a written work plan mutually agreed to by CLIENT and CIMR
setting forth the scope of work, an estimated completion date and the fees to be
paid by CLIENT to CIMR for such services. CIMR reserves the right in its sole
discretion to decline to make any requested modification. CLIENT agrees that all
work product (including without limitation software coding documentation, and
design and methodology know-how) arising out of customizations, enhancements or
other modifications of the System developed by CIMR pursuant to this Agreement
or otherwise shall be the exclusive property of CIMR, regardless of whether
developed in conjunction with the use of the System by CLIENT, or jointly by
CLIENT and CIMR, or at CLIENT's expense in whole or in part. CIMR agrees that
access to and use of all such customizations, enhancements and modifications
shall be included in the license granted in Section 2.2 above.

4.2.  TRAINING. Any training other than that referred to in Section 5.6 shall be
provided only by mutual written agreement between the Parties.

                                       7
<PAGE>
 
4.3. TELEPHONE SUPPORT. During the times and in accordance with the procedures
and policies established by CIMR from time to time, CIMR personnel located at a
CIMR (or other) site shall be available to respond to questions from CLIENT (and
only CLIENT) related to System software operation. Only CLIENT personnel with
CIMR approved security access (and not Providers, Members or employers) shall be
entitled to receive such telephone support. CIMR shall not charge CLIENT any fee
for such telephone support. CIMR shall provide a toll-free telephone line for
CLIENT to receive support pursuant to this Section. CLIENT shall not use such
toll-free telephone line for any other purpose.

4.4. TEMPORARY ON-SITE SUPPORT. CIMR shall assign one of its CLIENT support
representatives to CLIENT's principal office in Heathrow, Florida for a period
of two weeks immediately following System implementation to answer questions
about using the System. No fee shall be charged for such services, but CLIENT
shall reimburse CIMR for the reasonable travel expenses (air fare, lodging,
meals, ground transportation, etc.) of the CIMR representative..

4.5  DATA MAPPING TO EXISTING DATA REPOSITORIES. CIMR shall provide up to 400
programming hours to map data to Client's existing data repositories on a one
time basis without charge.

5.   FEES.

5.1. MONTHLY FEE. During the Term, CLIENT shall pay CIMR a monthly fee (the"
Monthly Fee") equal to the greater of (i) the "Minimum Monthly Fee" as defined
below, or (ii) an amount equal to the number of Members multiplied by the
applicable "Monthly Rate" set forth in Section 5.3. The number of Members and
the amount of the Monthly Fee for each calendar month shall be determined by
CIMR as of the fifteenth (15th) day of such month. The Monthly Fee for a
calendar month shall be due and payable on or before the last day of such month,
regardless of whether CLIENT is invoiced for such fee. Fee adjustments to reduce
the Monthly Fee for retroactive disenrollments shall be limited to one month,
even if the adjustment is greater than one month. Fee adjustments to increase
the Monthly Fee for retroactive enrollments shall include the entire enrollment
period without limitation of length.

5.2. MINIMUM MONTHLY FEE.  The "Minimum Monthly Fee" for any month is determined
as follows:

     (a) If the total number of Members for the month is equal to or greater
than 45,000, the Minimum Monthly Fee is zero.

     (b) If the total number of Members for the month is less than 45,000
and the total number of Medicare Members for the month is 20,000 or less, the
Minimum Monthly Fee is $320,000.

     (c) In all other cases, the Monthly Minimum Fee is an amount equal to
$320,000, plus $15.00 for each Medicare Member for the month in excess of
20,000.

5.3. MONTHLY RATE.  The Monthly Rate shall be as set forth in the table below
for each enrollment level indicated.

<TABLE> 
<CAPTION> 
     ----------------------------------------------------------------------------------------------------
      Number of Members                 Commercial PMPM Cost              Medicare PMPM  Cost
     ----------------------------------------------------------------------------------------------------
     <S>                                <C>                               <C>  
      under 45,000                      $9.60                             $17.70
     ----------------------------------------------------------------------------------------------------
      45,000 - 75,000                   $9.08                             $16.15
     ----------------------------------------------------------------------------------------------------
      75,001 - 125,000                  $7.32                             $14.07
     ----------------------------------------------------------------------------------------------------
      125,000+                          $6.80                             $13.59
     ----------------------------------------------------------------------------------------------------
</TABLE> 

5.4  IMPLEMENTATION FEES. CLIENT shall not be charged by CIMR for Free
Implementation Services. All other Implementation Services shall be chargeable
to CLIENT under Section 5.5.

                                       8
<PAGE>
 
5.5.  HOURLY FEES.  Hourly fees (the "Hourly Fees") are payable by CLIENT in
respect of all Services pursuant to a prior written request or other
authorization of CLIENT, other than Free Implementation Services, Operating
Services and Services pursuant to Sections 4.3, 4.4 and 5.6. Hourly Fees shall
be invoiced monthly and shall be due and payable twenty (20) days after the
invoice is received by CLIENT. "Programming Services" and "Consulting Services"
(as defined below) shall be charged at the rates of $150 and $115 per hour,
respectively. All other services for which Hourly Fees are payable shall be are
charged at the rate of $75.00 per hour. The Hourly Fee rate shall be
automatically adjusted as of each anniversary of the Effective Date by the
percentage by which the Labor Rate for the calendar year just ended is greater
or less than the Labor Rate for the previous calendar year. "Programming
Services" and "Consulting Services" are those Services designated as such from
time to time by CIMR in its sole discretion.

5.6.  INITIAL TRAINING FEES. During implementation cimr will conduct training
for a period (as requested by CLIENT) of up to three weeks for one to five
CLIENT personnel at a suitable CLIENT site to be mutually agreed upon. CLIENT
shall pay CIMR a fee of $1,000 per day for such training, and in addition, shall
reimburse CIMR for all expenses of CIMR'S training personnel in accordance with
Section 5.11. CLIENT shall be solely responsible for all travel, meals, and
lodging expenses incurred by CLIENT personnel in attending this training.

5.7.  TELECOMMUNICATION COSTS. Client is responsible for all telecommunication
costs above $5,000 per month associated with System connectivity and
communication between any and all CIMR, CLIENT, Affiliated Provider or Carve-Out
Vendor sites. Communication costs incurred by CIMR on Client's behalf shall be
invoiced monthly and shall be due and payable thirty (30) days after the invoice
date

5.8.  EXTERNAL NETWORK CLAIMS ADMINISTRATION FEES. If External Network Claims
exceed 15% of the total Claims volume for any given month, there shall be a
$5.00 per claim charge for each additional External Network Claim processed for
that month.

5.9.  RECORD KEEPING AND AUDIT RIGHTS. All CIMR personnel shall keep written
daily time logs in respect of Hourly Fee Services performed. Each time log entry
shall briefly describe the Hourly Fee Services performed, and reflect in one-
hour increments the time expended in performing the Hourly Fee Services.
Invoices for Hourly Fee Services shall be accompanied by documentation
summarizing the hours worked. CLIENT shall have the right (exercisable no more
than twice during each calendar year), at its sole cost and expense, and at a
mutually agreeable time, to inspect and audit, through a mutually-selected
nationally recognized certified public accounting firm, CIMR's billing and time
log records and Hourly Fee computations.

5.10. EXPENSE REIMBURSEMENT.  In addition to all other amounts or payments of
any kind due hereunder, CLIENT shall promptly reimburse upon demand all
reasonable out-of-pocket travel and living expenses incurred by CIMR personnel
in providing services under this Agreement so long as such expenses were
previously approved by CLIENT (which approval shall not be unreasonably
withheld), and in compliance with CIMR's internal expense reimbursement
policies.

5.11. TAXES ADDITIONAL.  CLIENT shall pay all tariffs and taxes assessed or
levied by any governmental entity that are now or may become applicable to this
Agreement or measured by payments made under it or are required to be collected
by CIMR or paid by CIMR to tax authorities including interest assessments
thereon if such assessments are due to CLIENT's actions or inactions. This
provision includes, but is not limited to, sales, use, excise, gross receipt and
similar taxes, but does not include taxes based upon the net income of CIMR, nor
does it include ad valorem taxes in respect of property owned by CIMR, its
Related Persons, or its agents.

                                       9
<PAGE>
 
5.12. CPU CHARGE.  Where the use of the System by CLIENT or (on CLIENT's behalf)
pursuant to this Agreement exceeds two hours of mainframe CPU time per month,
such excess shall be charged to CLIENT at the rate of $10.00 per CPU minute. For
this purpose, CIMR shall measure CLIENT's mainframe CPU time usage in the same
manner as CIMR measures such usage for other CLIENTs and its own internal
purposes.

6.    MUTUAL MARKETING SUPPORT.

6.1.  REFERENCE ACCOUNT STATUS.  CLIENT acknowledges and agrees that it has
received significant pricing and other concessions from CIMR in return for which
CLIENT agrees to act as a "reference account" for CIMR during the Term.

6.2.  MARKETING SUPPORT OF CIMR.  If contacted by a prospective customer of
CIMR, CLIENT agrees to communicate to such prospective customer the benefits of
the System and CIMR's Services promptly and in a manner favorable to CIMR. At
CIMR's written request with reasonable advance notice, CLIENT will allow
prospective CIMR customers to visit CLIENT's facilities to see live
demonstrations of the System and Services.

6.3.  PROMOTIONAL SUPPORT.  At least twice a year each Party will, if requested
by the other Party, provide one of its senior executives as a promotional
speaker at marketing seminars or other public relations events. The requesting
party shall reimburse the other Party for the reasonable travel, meals and
lodging expenses of the senior executive in questions consistent with the
expense reimbursement policies of the requesting Party.

7.    SERVICE LEVEL COMMITMENTS.

7.1.  DISASTER RECOVERY TESTING.  CIMR shall provide disaster recovery services
and hotsite capabilities and shall test such capabilities at least on an annual
basis.

7.2.  SERVICE LEVEL FAILURE.  Commencing six months after the Commencement
Date, each occurrence of the following shall constitute a "Service Level
Failure": (1) the CICS Availability Percentage is less than 98% for two
consecutive months; (2) the CICS Response Time Average is more than two seconds
for two consecutive calendar months; (3) host disaster recovery testing is
unsuccessful in any twelve-month calendar period and re-testing within ninety
(90) days thereafter is also unsuccessful; (4) Process and Procedure Accuracy is
less than 97%; (5) Financial Accuracy is less than 99%; (6) 14-Day Claims
Turnaround is less than 90%; or (7) 30-Day Claims Turnaround is less than 99%.
Commencing six months after the Commencement Date, any occurrence of the
following shall constitute a "Major Service Level Failure": (1) the CICS
Availability Percentage is less than 98% for either (a) four consecutive
calendar months, or (b) eight calendar months in any twelve calendar month
period; or (2) the CICS Response Time Average is more than two seconds for
either (a) four consecutive calendar months, or (b) eight calendar months in any
twelve calendar month period. Notwithstanding the foregoing, neither a Service
Level Failure nor a Major Service Level Failure shall be deemed to occur in any
month in which CLIENT fails to fully and timely perform its responsibilities in
respect of the Operating Services in whole or in part.

7.3.  CREDITS.  For each Service Level Failure (as defined above), CIMR shall
pay to CLIENT $5,000.00. If any Failure continues to the next consecutive month,
CIMR shall pay to CLIENT $10,000 for such month, and $15,000 for each
consecutive month thereafter until the Service Level Failure has been cured.
Notwithstanding the foregoing, (A) CIMR's liability to the CLIENT during any
given month shall not exceed $15,000.00 regardless of the number of Service
Level Failures occurring in such month; and (B) CIMR's aggregate liability to
CLIENT under this Section 7.3 during the Term shall not exceed $250,000.00.

                                      10
<PAGE>
 
7.4.  EXCLUSIVE REMEDIES FOR SERVICE LEVEL FAILURES.  The remedies set forth
in this Section 7 shall be Client's exclusive remedies for Service Level
Failures.

8.    TERM AND TERMINATION.

8.1.  BY CLIENT.

      (a)   Within (but not more than) thirty (30) days after a Major Service
            Level Failure, CLIENT shall have the right to terminate this
            Agreement immediately upon Notice and receive from CIMR
            reimbursement of the lesser of (i) $500,000, or (ii) one-half the
            reasonable direct out-of-pocket costs (i.e., costs reflecting
            payments to independent vendors for goods or services directly
            related to such transition, and not any allocation of general,
            administrative, or overhead expense, or other indirect cost)
            incurred by CLIENT to convert to an alternate System.

      (b)   CLIENT shall have the right to terminate this Agreement at any time
            for any or no reason in its sole discretion upon one hundred eighty
            (180) days Notice to CIMR.

8.2.  BY CIMR

      (a)   If CIMR's legal counsel advises CIMR that there is a material risk
            that the existence, continuance or performance under this Agreement
            violates or conflicts with any applicable law or regulation
            (including without limitation state or federal licensing
            requirements), and such violation or conflict cannot be cured by a
            modification or amendment of the Agreement that is mutually
            agreeable to the Parties, or by a unilateral act of CIMR consistent
            with the Agreement and acceptable in all respects to CIMR in its
            sole discretion, CIMR shall have the right to terminate this
            Agreement immediately by written notice to CLIENT, and CIMR shall
            have no further obligations whatsoever under this Agreement.

      (b)   If the number of Members falls below one-half of the applicable
            benchmark set forth in Section 5.3 for a period of three consecutive
            months, CIMR has the right to terminate this Agreement in its sole
            discretion upon thirty (30) days Notice.

      (c)   CIMR shall have the right to terminate this Agreement at any time
            for any or no reason in its sole discretion upon one hundred eighty
            (180) days Notice to CLIENT.

8.3.  BY EITHER PARTY.  Either Party shall have the right to terminate this
Agreement at its option upon Notice to the other Party if either Party is in
material breach of this Agreement, and has failed to cure such breach within a
reasonable time after having been given Notice of such breach (provided, that in
no event shall a period of less than ninety (90) days be deemed a "reasonable
time" for this purpose).

8.4   TERMINATION FEE.  In the event CLIENT terminates this Agreement pursuant
to this Section 8.1(b), or CIMR terminates this Agreement pursuant to Section
8.2(b) or 8.3, CLIENT shall pay CIMR a termination fee in the amount of $500,000
if such termination occurs prior to the first anniversary of the Effective Date,
$400,000 if such termination occurs prior to the second anniversary of the
Effective Date, $300,000 if such termination occurs prior to the third
anniversary of the Effective Date, $200,000 if such termination occurs prior to
the fourth anniversary of the Effective Date, $100,000 if such termination
occurs prior to the fifth anniversary of the Effective Date, and no fee shall be
owed if such termination occurs thereafter. CLIENT agrees that this termination
fee is not a penalty, but represents a reasonable quid pro quo in respect of
such termination in light of the substantial investment made by CIMR of money,
key personnel time, lost business opportunities, and other resources in order to
fulfill its obligations under this Agreement.

                                      11
<PAGE>
 
8.5   TRANSITION SERVICES. Upon termination of this Agreement for any reason
other than termination by CIMR due to CLIENT'S breach of any of its obligations
under Section 12, at CLIENT'S written request, CIMR shall provide reasonable
transition assistance chargeable as Hourly Fee Services under Section 5.5 during
(i) the period (if any) from the Notice of termination through the date of
termination, and (ii) the six-month period following the date of termination;
provided, however, CIMR shall not be obligated to perform transition Services at
any time during which any amount owed CIMR by CLIENT is past due. The scope and
timing of such transition Services shall be subject to the reasonable
availability of CIMR'S personnel during the period in question.

9.    LIMITED WARRANTY.  UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON OTHER
THAN TERMINATION BY CIMR DUE TO CLIENTIS BREACH OF ANY OF ITS OBLIGATIONS UNDER
SECTION 12, AT CLIENTIS WRITTEN REQUEST, CIMR SHALL PROVIDE REASONABLE
TRANSITION ASSISTANCE CHARGEABLE AS HOURLY FEE SERVICES UNDER SECTION 5.5 DURING
(I) THE PERIOD (IF ANY) FROM THE NOTICE OF TERMINATION THROUGH THE DATE OF
TERMINATION, AND (II) THE PERIOD FOLLOWING THE DATE OF TERMINATION; PROVIDED,
HOWEVER, CIMR SHALL NOT BE OB___*. UPON TERMINATION OF THIS AGREEMENT FOR ANY
REASON OTHER THAN TERMINATION BY CIMR DUE TO CLIENTIS BREACH OF ANY OF ITS
OBLIGATIONS UNDER SECTION 12, AT CLIENTIS WRITTEN REQUEST, CIMR SHALL PROVIDE
REASONABLE TRANSITION ASSISTANCE CHARGEABLE AS HOURLY FEE SERVICES UNDER SECTION
5.5 DURING (I) THE PERIOD (IF ANY) FROM THE NOTICE OF TERMINATION THROUGH THE
DATE OF TERMINATION, AND (II) THE SIXMONTH PERIOD FOLLOWING THE DATE OF
TERMINATION; PROVIDED, HOWEVER, CIMR SHALL NOT BE OB___*. UPON TERMINATION OF
THIS AGREEMENT FOR ANY REASON OTHER THAN TERMINATION BY CIMR DUE TO CLIENTIS
BREACH OF ANY OF ITS OBLIGATIONS UNDER SECTION 12, AT CLIENTIS WRITTEN REQUEST,
CIMR SHALL PROVIDE REASONABLE TRANSITION ASSISTANCE CHARGEABLE AS HOURLY FEE
SERVICES UNDER SECTION 5.5 DURING (I) THE PERIOD (IF ANY) FROM THE NOTICE OF
TERMINATION THROUGH THE DATE OF TERMINATION, AND (II) THE SIXMONTH PERIOD
FOLLOWING THE DATE OF TERMINATION; PROVIDED, HOWEVER, CIMR SHALL NOT BE OB___*

CIMR warrants that the Services and products provided to CLIENT pursuant to this
Agreement shall not infringe the rights of any third party. CIMR MAKES NO OTHER
WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY PRODUCT OR SERVICE
PROVIDED BY CIMR TO CLIENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10.   LIABILITY LIMITATION.

IN THE EVENT OF ANY CLAIM AGAINST CIMR ARISING OUT OF OR RELATED TO THIS
AGREEMENT, OR ANY BREACH OF THIS AGREEMENT BY CIMR, REGARDLESS OF WHETHER SUCH
CLAIM IS BASED UPON TORT, NEGLIGENCE, CONTRACT, OR ANY OTHER LEGAL PRINCIPLE,
UNDER NO CIRCUMSTANCES SHALL CIMR BE LIABLE FOR (A) ANY INCIDENTAL, SPECIAL, OR
CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS),
OR (B) ANY DAMAGES RELATED TO OR IN RESPECT OF LOST OR CORRUPTED DATA OR DELAYS
IN PERFORMANCE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS OR ANY OTHER
                --------------------------------------------------------    
AGREEMENT, IN NO EVENT SHALL CIMR'S AGGREGATE LIABILITY IN RESPECT OF ANY AND
-----------------------------------------------------------------------------
ALL CLAIMS ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT EXCEED AN
--------------------------------------------------------------------------
AMOUNT EQUAL TO $500,000.00. The Parties acknowledge and agree that the warranty
---------------------------
and liability limitation provisions of this Agreement have been thoroughly
negotiated and reflect the Parties' mutual agreement concerning the allocation
of risks related to System performance failures or deficiencies. CLIENT further
acknowledges and agrees that these provisions are fair and reasonable and
constitute an essential inducement to CIMR to enter into the Agreement at the
fees and charges provided for herein, and that without such warranty and
liability limitation provisions CIMR would not have entered into this Agreement.

11.   INDEMNIFICATIONS.

11.1. BY CLIENT.  CLIENT shall indemnify, defend, and hold harmless CIMR and its
directors, officers, employees, agents and other representatives from and
against any damage, loss, expense or liability arising out of, or resulting
from, any third party claim, action or proceeding (including without limitation

                                      12
<PAGE>
 
any claim or action alleging medical malpractice or false claim for
reimbursement) involving, directly or indirectly, the performance, quality,
characteristics, or CLIENT's use of, the System, the Services, or any other
product or service provided by CIMR hereunder. This indemnification shall apply
regardless of any wrongful act or omission or other fault attributable to CIMR
or any director, officer, employee, agent or other representative of CIMR.
CLIENT shall at all times maintain liability insurance reasonably satisfactory
to CIMR.

11.2. BY CIMR.  CIMR shall indemnify, defend and hold harmless CLIENT from and
against any claim arising from the alleged infringement by the System of any
registered United States copyright, patent, or trademark, or the trade secret
rights of a third party, provided CLIENT promptly notifies CIMR in writing of
the suit or any claim of infringement and that CIMR is permitted to control
fully the defense and settlement of any claim or suit which defense or
settlement shall not adversely affect the rights or interests of CLIENT. CLIENT
shall have the right, at its own expense, to appear through counsel of its own
choosing. CIMR shall have the right to settle any such claim or suit on a basis
requiring CIMR to substitute alternative substantially equivalent computer
programs and supporting documentation, and CLIENT shall permit CIMR to replace
or modify any affected System component so as to avoid infringement, or to
procure the right for CLIENT to continue to use such items; provided, however,
that any such modifications or substitution shall neither impair in any manner
CLIENT's rights under this Agreement nor result in any additional costs to
CLIENT. CIMR shall have no obligation hereunder for or with respect to claims,
actions, or demands alleging infringement which arise solely by reason of
combination of non-infringing items with any items which are not System
components unless such combination was provided by or on behalf of CIMR.

12.  PROPRIETARY RIGHTS OF CIMR.

CLIENT acknowledges and agrees as follows:

(A)      CIMR shall possess and retain all right, title, and interest (including
         without limitation all trade secret rights, copyrights and patent
         rights) in and to the System and its component parts, including without
         limitation (i) all software code and documentation, (ii) all manuals or
         user information, (iii) the design and format of the input and output
         screens, graphical user interface, and printable forms, reports and
         other hard copy output incorporated in or generated by the System, and
         (iv) all additions, enhancements, revisions, updates or other
         modifications to the System or any part thereof, regardless of any fee
         or charge paid by CLIENT to CIMR in respect of the design, creation or
         use thereof. CLIENT shall not cause or permit removal or alteration in
         any way of any Notice, legend or symbol denoting any copyright,
         trademark, patent or other proprietary right or interest of CIMR
         appearing on (i) any input or output screen or hard copy output
         incorporated in or generated by the System, or (ii) any documentation,
         manuals, brochures, or other written or printed materials of any kind.

(B)      The System and its component parts, including without limitation the
         process methodologies, design elements and other know-how related
         thereto, constitute valuable proprietary information and trade secrets
         of CIMR. CLIENT shall not disclose (nor permit any employee,
         independent contractor, agent, or other person under its authority or
         control, to disclose) to any person or entity, or allow any Person
         access to, any such proprietary information or trade secrets in whole
         or in part; provided, however, use of the System in accordance with the
         terms and conditions of this Agreement shall be permitted for employees
         of CLIENT and its Affiliated Providers in the ordinary course and scope
         of their employment. CLIENT shall not cause or permit any part of the
         System's software components to be reverse engineered, decompiled, or
         disassembled. CLIENT shall not cause or permit the software,
         documentation, or other information related to the System to be copied
         or reproduced in any form or medium, in whole or in part. CLIENT shall
         take such actions to preserve and protect CIMR's proprietary rights and
         interest of confidentiality in and with respect to the System which
         are, at a minimum, commensurate with those actions taken by CLIENT to
         preserve and protect their most valuable trade secrets or other
         proprietary or confidential information.

(C)      CLIENT's confidentiality obligations to CIMR under this Agreement do
         not apply to any information which (i) was lawfully and rightfully in
         CLIENT's possession at the time of disclosure by CIMR and was not
         acquired directly or indirectly from CIMR, (ii) was lawfully and
         rightfully acquired by CLIENT from others who

                                      13
<PAGE>
 
         acquired it by proper means and had no confidentiality obligation to
         CIMR with respect to same, or (iii) is now, or hereafter becomes,
         through no fault of Client, part of the public domain by publication or
         otherwise.

(D)      CLIENT has no right to use the System or any part thereof except as
         specifically granted under the license referred to in Section 2.2.
         CLIENT shall not, directly or indirectly, take any action in derogation
         of, or in conflict with, CIMR's rights in the System as set forth
         above.

(E)      CLIENT shall at all times cooperate fully in good faith and using its
         best efforts to comply (and cause every employee or other agent of
         CLIENT or any Provider Affiliate to comply) with CIMR's security
         procedures for controlling access to cimr's electronic data Systems and
         any and all data stored within such Systems. Without limiting the
         generality of the foregoing, CLIENT shall Notify CIMR within
         twenty-four hours after the termination of employment of any employee
         of CLIENT or an Affiliated Provider who had any level of security
         access to CIMR's electronic data Systems.

13.      CONFIDENTIALITY AND NONSOLICITATION.

13.1.    CONFIDENTIALITY. In addition to CLIENT's confidentiality obligations
under Section 12, each Party shall maintain in strict confidence each of the
following: (1) all terms and conditions of this Agreement; and (2) information
identified by one Party in a writing given to the other Party as "confidential"
where such information is not in the public domain, and is not otherwise
obtained or obtainable by the other Party through lawful means. For purposes of
this Section, a Party (the "Recipient") receiving information from the other
Party (the "Disclosing Party") shall have no confidentiality obligation with
respect to any information that documentary evidence shows:

         (a)  was in the public domain at the time the Disclosing Party
              communicated such information to the Recipient;

         (b)  entered the public domain through no fault of the Recipient
              subsequent to the time of the Disclosing Party's communication
              thereof to the Recipient;

         (c)  was in the Recipient's possession free of any known obligation of
              confidence at the time of the Disclosing Party's communication
              thereof to the Recipient;

         (d)  was rightfully communicated to the Recipient by a third party free
              of any known obligation of confidence subsequent to the time of
              the Disclosing Party's communication thereof to the Recipient; or

         (e)  was developed by employees or agents of the Recipient
              independently of and without any reference to any information
              which the Disclosing Party disclosed hereunder.

13.2.    CIMR USE OF AGGREGATE DATA.  CIMR shall have the right to amass, retain
and use for any lawful purpose physician and patient data of CLIENT so long as
(i) the identification of CLIENT and individuals is removed from such
accumulation, and (ii) all such use is in full compliance with applicable
regulatory requirements.

13.3.    NON-SOLICITATION. During the term of this Agreement and for a period of
one year following termination hereof, both Parties agree not to contract for or
retain, or offer to contract for or retain, whether as an employee, an
independent contractor, or otherwise, directly or indirectly, the services of
any individual who was an employee of the other Party (or a Related Person of
the other Party) at any time during the term of this Agreement.

                                      14
<PAGE>
 
14.   FORCES MAJEURE.

All periods of time specified for performance of obligations (other than
monetary payment obligations) by either Party hereunder shall be extended for a
period of time equal to any delay caused by a Force Majeure so long as the Party
claiming the benefit of such extension uses good faith and diligent efforts to
minimize the delay to the extent practicable.

15.   ATTORNEY'S FEES.

If either Party shall commence an arbitration proceeding in respect of this
Agreement, or bring an action to enforce either (i) an arbitration award
hereunder, or (ii) this Agreement, the prevailing Party shall be entitled to
reasonable attorney's fees and costs.

16.   ARBITRATION.

CIMR shall have the right to bring an action in any court of competent
jurisdiction and proper venue to enforce any right of CIMR under Sections 12 and
13. In connection with any such action CLIENT consents to the jurisdiction of
the United States district court for the District of South Carolina, agrees that
venue shall be proper in any division thereof, and agrees that service of
process upon CLIENT may be by United States mail. Any other controversy or claim
arising out of or related to this Agreement or the breach thereof, shall be
settled by binding arbitration by submission to three (3) arbitrators in
accordance with Commercial Arbitration Rules of the American Arbitration
Association (the "Rules"). If CLIENT commences the arbitration proceeding the
site of the arbitration proceeding shall be in Columbia, South Carolina. If CIMR
commences the arbitration proceeding the site of the arbitration proceeding
shall be Heathrow, Florida. Judgment upon the award rendered by the arbitrators
may be entered in any court of competent jurisdiction. The arbitrators may grant
any remedy or relief within the scope of the Agreement that they deem just and
equitable; provided however, the arbitrators shall have no authority to grant
punitive or exemplary damages.

17.   WAIVER.

The failure of either Party hereto to insist upon strict performance of any of
the terms or conditions of this Agreement shall not be deemed to be a waiver of
any rights or remedies of such Party in respect of any other provision hereof or
in respect of any subsequent breach or default under such term or condition.

18.   LATE PAYMENTS.

All delinquencies in amounts due under this Agreement shall accrue interest at
the per diem rate of one and one-half percent (1.5%) per month (or, if less, the
highest rate permitted by applicable law). All such accrued interest shall be
due and payable upon demand of CIMR, and in the absence of demand, on the first
day of each calendar month. In the event of any delinquency of sixty (60) days
or more, CIMR shall have the right, in its sole discretion, to interrupt
CLIENT's access to or use of any or all of the Operating Services and other
services hereunder. Notwithstanding any such interruption of service, CLIENT
shall remain liable for all amounts coming due hereunder without regard to such
interruption of service. CIMR's exercise of its rights under this Section 18 are
in addition to, and not in derogation of, all other rights and remedies
available to CIMR under this Agreement or at law or equity in respect of the
delinquency.

19.   EFFECT AND BENEFIT.

This Agreement shall be binding upon, and inure to the benefit of, the Parties
hereto and their successors and permitted assigns. There are no third party
beneficiaries of this Agreement. Without limiting the generality of the
foregoing, it is expressly acknowledged and agreed by the Parties that neither
this Agreement, nor any act or omission of CIMR pursuant to this Agreement, is
intended to create any liability or responsibility of CIMR (whether pecuniary or
otherwise) to any employer, Member, Provider, or other Person.

                                      15
<PAGE>
 
20.  ASSIGNMENT

The Agreement may not be assigned (in whole or in part) by either Party without
the prior written consent of the other Party; provided, however, either Party
shall have the right to assign the Agreement to a Related Person without the
other Party's consent; provided further, however, any such assignment to a
Related Person shall not relieve the assignor of any obligation or duty provided
for in this Agreement.

21.  ENTIRE AGREEMENT

This Agreement (including all Schedules and Exhibits hereto) constitute the
entire agreement between the Parties hereto respecting the subject matter hereof
and supersede and replace any and all prior agreements or arrangements between
the Parties whether written or oral.

22.  AMENDMENT

This Agreement may not be amended or modified, in whole or in part, except
pursuant to a writing duly executed by both Parties.

23.  RELATIONSHIP OF PARTIES

Nothing in this Agreement shall be construed to make either Party a partner,
joint venturer or employee of the other Party. Nothing in this Agreement shall
be construed to make CIMR responsible for complying with any disclosure,
reporting or other requirement of the Employee Retirement Income Security Act of
1974 (P.L. 93-406) or any regulation or rule thereunder in respect of any health
care plan or other employee benefit plan of any kind. CLIENT retains all final
authority and responsibility for its operations, the fulfillment of its
obligations to all employers and Members, its administration of all Benefit
Plans, and its relationships with all Providers and other contractors. CLIENT
acknowledges and agrees that CIMR is acting merely as a ministerial agent for
CLIENT in performing any Services under this Agreement affecting employers,
Members, Providers, or other third parties.

24.  GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of
the State of South Carolina.

25.  ACCEPTANCE

This Agreement shall not be binding upon CIMR unless and until the Agreement is
first signed by CLIENT, returned to CIMR'S principal office in Columbia, South
Carolina, and then signed on behalf of CIMR by CIMR'S Chief Executive Officer or
Chief Operating Officer.

                           [SIGNATURE PAGE ATTACHED]

                                      16
<PAGE>
 
     IN WITNESS WHEREOF, the Parties have duly executed, sealed and delivered
this Agreement as of the 26/th/ day of March, 1999.

Notice Address:                              COMPANION INFORMATION MANAGEMENT 
--------------
                                             RESOURCES, INC.

Companion Information
Management Resources,
  Inc.                                               By:_________________ (SEAL)
P. O. Box 100115                            Title:_______________________
Columbia, SC  29202
Attn:  John Tempesco
e-mail: john.tempesco@cimr.com

with copy to (which copy shall not itself
constitute adequate notice):
Duncan S. McIntosh, Esquire
Senior Deputy General Counsel
Blue Cross and Blue Shield of South Carolina
I-20 at Alpine Road
Columbia, South Carolina  29219
e-mail: duncan.mcintosh@bcbssc.com


Notice Address:                              SUNSTAR HEALTHPLAN, INC.
--------------

Sunstar Health Plan, Inc.
300 Internation Parkway, Suite 230          By: ________________________ (SEAL)
Heathrow, FL 32746                                   Title:_____________________
Attn: Jack Shields   
      ------------       

with copy to (which copy shall not itself
constitute adequate notice):

_______________________
_______________________
_______________________
[e-mail]

                                      17
<PAGE>
 
                        SCHEDULE 1.1: ACCESS RESOURCES
                        ------------------------------

                                      18
<PAGE>
 
                      SCHEDULE 1.20:  OPERATING SERVICES
                      ---------------------------------- 

                                   CONTENTS
               1.0   DEFINITIONS .....................................  1
               2.0   PROVIDER RELATIONS ..............................  5
               3.0   MEMBER SERVICES AND ENROLLMENT ..................  9
               4.0   CUSTOMER SERVICE ................................ 13
               5.0   REIMBURSEMENT MANAGEMENT ........................ 14
               6.0   REPORTING........................................ 17
               7.0   MEDICAL MANAGEMENT............................... 19
               8.0   FINANCE.......................................... 20
               9.0   SECURITY......................................... 21
               10.0  UNDERWRITING..................................... 22
               EXHIBIT A - DELIVERABLE TIME FRAMES.................... 22
               EXHIBIT B - REPORT NAMES............................... 23


This Schedule is a summary description of the Standard Operating Services and
the related System functionality available to Client under the Agreement. It is
not a comprehensive or definitive statement of System functionality or
capability. cimr reserves the right to modify the System as and when cimr deems
appropriate. Client must provide certain information to cimr or complete certain
other tasks (collectively, the "Deliverables") before many System functions can
be implemented. Similarly, Client must provide certain Deliverables to cimr on
an on-going basis in order for the System to reflect up-to-date information.
Exhibit A lists some (but not all) important Deliverables, and the time by which
cimr must receive the Deliverable to initially implement or on an on-going basis
update - the System ("Time Frames").

1.0  DEFINITIONS

For purposes of this Schedule, the following terms shall have the following
meanings:

"APPROPRIATE SETTING" means the level and location of care clinically necessary
to produce a quality outcome. Examples of appropriate settings include emergency
rooms, acute care centers, primary care centers, self care, nurse directed home
care, inpatient hospitalization, ambulatory surgical centers, nursing homes, and
rehabilitation centers.

"AUDITABLE" means the ability to track data entry, edit, and update functional
processes to the individual user based on sign on security.

"AUTHORIZED" means possessing authority and system access to act on behalf of
Client. The authority can be granted by Client or by cimr on behalf of Client.

"CASE MANAGEMENT" means monitoring, planning and coordinating treatment rendered
to Patients with conditions requiring high cost or extensive services. Case
management is intended to facilitate the most appropriate and cost effective
course of treatment in an appropriate setting.

"CASE MANAGER" means the person assigned to provide case management, usually a
registered nurse.

"CLINICAL PROTOCOLS" means a scientifically tested and medical staff approved
method of treatment for diagnostic conditions based on severity of illness,
co-morbid circumstances, and symptomatic assessment and evaluation.

"CONCURRENT REVIEW" means a third party review of the medical necessity, level
of care, length of stay, appropriateness of services and discharge planning for
Patients in health care facilities. As opposed to prospective and retrospective
reviews, concurrent reviews are conducted at the time the Patient is being
treated.

"DATA ENTRY" means the functional process of creating a new data base record
within the System.

                                       1
<PAGE>
 
"DATA EDITING" means the functional process of changing data in an existing data
base record within the System.

"DATA UPDATING" means the functional process of updating information already
contained in a data base within the System that results in the creation of a new
record and may result in storage of existing data as history.

"DEMAND MANAGEMENT" means any mechanism put into place by the Payor, Client, or
cimr which reduces the inappropriate use of health care services by those
seeking health care, increases compliance with a medical regimen by Patients
with chronic diseases, or increases Patient satisfaction without a Provider
encounter.

"DEMOGRAPHIC INFORMATION" means a statistical description of life, health,
and/or social factors of population such as age, gender, income, birth, death,
marital status, and employment.

"DIAGNOSIS" means the identification of a disease, medical condition or injury
from its signs and symptoms.

"DME" means durable medical equipment.

"ELECTRONIC INTERFACE" means the ability of the System to transfer data between
it and a computer System of Client or Carve-Out Vendor without human
manipulation.

"ENCOUNTER" means any Patient to Provider interaction for which a medical record
entry is made.

"ENCOUNTER FORM" means an itemized statement of services provided by a health
care Provider for an enrollee, usually for a set of services within a specific
time period such as a hospitalization, course of physical therapy treatment, or
outpatient office visit. It is submitted to a Health Care Plan as a means of
utilization measurement.

"ENROLLEE" means a Patient who has health care coverage which requires the
selection of a PCP, typically in a Health Maintenance Organization (HMO).

"ENROLLMENT" means entering the enrollee to PCP affiliation into the System.

"GLOBAL FEE" means a negotiated agreement between a Payor and Provider to
include all charges for an episode of care into a single reimbursable expense.
Examples of a global fee include an all inclusive rate for institutional and
professional fees associated with a cardiac catheterization or maternity
services. This fee can include inpatient and outpatient charges.

"GROUP PRACTICE" means the organization of a group of licensed health care
Providers as a partnership, a professional corporation or a not-for-profit
corporation in order to share facilities and personnel as well as earnings from
their practice. The Providers comprising the practice may represent either a
single specialty or a range of medical and surgical specialties.

"HEALTH CARE INSURANCE COVERAGE" means a risk management program offering an
opportunity to share the costs of possible economic loss from illness, injury,
and/or health maintenance through a legal document or contract which contains
all the conditions, limitations, and terms of liability. This term includes
insurance policies which pay before any other insurance (primary), insurance
policies which pay only after other policies (secondary), insurance policies
which pay a set rate per day of hospitalization regardless of other policies
(hospital confinement indemnity), and policies designed to pay after all other
policies are exhausted (supplemental).

"HEALTH SCREENING" means any application of diagnostic technology applied over a
segment of a Patient population determined to be at risk, to detect diseases or
the propensity to contract diseases.

"INTEGRITY OF DATA" means the state in which data is complete and uncorrupted.

                                       2
<PAGE>
 
"MEDICAL NECESSITY" means health care treatment that is appropriate and rendered
in accordance with generally accepted standards of clinical practice.

"MEDICAL OVERSIGHT COMMITTEE" means an appointed or elected subset of physicians
within a network or panel of physicians which reviews health care provided by
its Members and provides counsel, approves guidelines, and recommends
disciplinary action.

"NETWORK" means a group of Providers that mutually contract with Payors to
provide health care services to Patients of a specific Health Care Plan. The
contract determines the payment method(s) and rates, utilization review controls
and target utilization rates by Health Care Plan Patients.

"OUTCOME" means the health status of a patient as a result of health care
intervention, including both clinical findings and patient perceived lifestyle
changes.

"PARA-PROFESSIONAL" means those persons trained in the medical profession
without a license to practice independent of a licensed professional, such as
physician assistants.

"PASSWORD PROTECTED" means System data whose access from a workstation is
limited by the sign on code and password combination. If the sign on code and
password are not entered correctly, access to the data or function is not
allowed. Enter, edit, and view functions can be password protected at various
levels. Assignment of sign on and passwords is controlled by Client and cimr
personnel.

"PATIENT" means any person presenting to a health care Provider for health care.

"PATIENT IDENTIFICATION NUMBER" means the unique number assigned to the Patient
within the System which identifies the person as entitled to health care
coverage.

"PAYOR" means the party who pays or promises to pay on behalf of the Patient for
health care benefits received. Examples of Payors include Patients, insurers,
third party Payors, third party administrators, self insured employer
coalitions, self insured businesses, primary care Provider (under capitated
agreements), and government agencies (Medicare, Medicaid, CHAMPUS).

"PCP" means a primary care physician under the relevant Health Care Plan who
serves as an enrollee's entry way into the health care System.

"PERCENT OF PREMIUM" means a method of paying and charging for health services
in which a Provider is paid a fixed amount as a percent of the contract rate for
each primary recipient of a health care insurance contract, usually monthly. The
payment covers all services provided regardless of the extent or value of those
services.

"POLICYHOLDER" means the owner of the health insurance policy. In the context of
group insurance, the policyholder is the legal entity (employer, union, trustee,
creditor) to whom an insurer issues a contract.

"PRE-CERTIFICATION" means the procedures to determine the medical necessity of
non-emergency health care procedures and admissions. The Patient and/or Provider
must notify the review entity about the planned procedures before they are
performed or before a planned admission for hospitalization.

"PREVENTIVE HEALTH CARE PROGRAMS" means any program covered by the Health Care
Plan designed to (I) increase the compliance rate of immunizations or preventive
programs such as, prenatal care, or (II) health screenings, Patient education,
fitness programs, or wellness programs designed to improve the health status of
Patients.

"PRIVACY OF INFORMATION" means the restriction of personal information to those
with a need to know in compliance with the Privacy Act of 1974 and all other
applicable law.

                                       3
<PAGE>
 
"REFERRAL MANAGEMENT" means steering Patients to the most economically
advantageous level and source of care within the guidelines of the Payor and/or
Client. Payor rules always take precedence in this subfunction to increase the
probability of reimbursement.

"REGISTRATION" means the entry of Patient identification data into the System.

"SPECIALTY/SPECIALIST" means a physician having advanced training and education
in the form of a residency or fellowship in a particular disease or organ
System.

"TRANSACTION" means an exchange of information from the System and a computer
System of Client or the Payor or Carve-Out Vendor, or the striking of the enter
key on the System for input or retrieval of information within the System.

"THIRD PARTY LIABILITY" means liability under an insurance policy other than the
patient's primary health insurance policy (e.g. liability for accidental or
work-related injury or illness under a general liability insurance policy or
workers compensation insurance policy.)

"UNINSURED" means a Patient without health care insurance coverage.

"UTILIZATION MANAGEMENT" means the mechanisms put into place by Client, the
Payor, or cimr to manage the consumption of health care to appropriate levels
based on the use of clinically validated health care protocols, guidelines,
and/or standards. Functions include preliminary evaluation, concurrent review,
and discharge planning for inpatient care and pre-authorization, protocol
compliance reviews, retrospective reviews, and referral algorithms.

"WITHHOLDS" means a portion of any prepaid amount (usually a capitated rate or
percent of premium) held back to insure Client against unforeseen medical risk
within the population being served.

                                       4
<PAGE>
 
2.0  PROVIDER RELATIONS

These processes deal with development, management, and monitoring of the CLIENT
network of Affiliated Providers. All activities will be linked together by a
unique Affiliated Provider identification number. The functional processes of
viewing and editing/updating within this function are password protected to
maintain the privacy of information and the integrity of the data. Affiliated
Providers for which information will be stored includes, but is not limited to:
physicians, para-professionals, hospitals, durable medical equipment suppliers,
pharmacies, outpatient facilities, long term care facilities, etc. The
information includes the multiplicity of medical management and financial
relationships of the Affiliated Providers to each other, CLIENT, payors and
patients, as well as the medical management and financial relationships of
CLIENT with payors, patients, and other Providers.

SERVICES:

CIMR shall:

 .    enter Affiliated Provider information into the System once and update as
     necessary for each Affiliated Provider.

 .    provide the CLIENT with the Affiliated Provider information needed to be
     collected for claims processing. This includes information for the
     Affiliated Provider information sheet and credentialing data.

 .    be available to assist with training Affiliated Provider personnel on CIMR
     Systems upon mutually agreeable terms.

 .    enter, update and/or edit the information gathered and provided by the
     CLIENT.

CLIENT shall:

 .    be responsible for developing (with CIMR's assistance) Affiliated Provider
     information sheets.

 .    designate a person to complete the Affiliated Provider information
     sheet and to authorize changes to Affiliated Provider data.

 .    be responsible for network development. This includes recruiting,
     contracting, and Affiliated Provider education.

 .    be responsible for distributing and collecting Affiliated Provider
     information sheets to record the information needed by CIMR to enter
     Affiliated Provider information into the CIMR System. This also includes
     providing CIMR with credentialing information to the extent needed for
     claims processing. All requested information will be provided to CIMR 30
     days prior to the effective date of the addition of the Affiliated Provider
     to the network.
SYSTEM:  the automated System has the ability to store information on every
Affiliated Provider.

Items entered in this subfunction are:

 .    Demographics
     -        Affiliated Provider name
     -        Provider type (hospital, physician, group practice, etc.)
     -        Practice address(es)
     -        Billing address(es)
     -        Correspondence address(es)
     -        Electronic mail address(es)
     -        Telephone numbers (office, business office, facsimile, etc.)

                                       5
<PAGE>
 
     -        Point(s) of contact
     -        Social Security Number
     -        Employer Identification Number(s)
     -        Medicare billing number
     -        Electronic Fund Transfer (EFT) information
     -        Unique Provider Identification Number (UPIN)
     -        Category (institution, professional, supplier, etc.)
     -        Business structure (public, for profit, etc.)
     -        Gender
     -        Language
     -        Professional association(s)

 .    Information (including dates of affiliation, active flag, history) related
     to the affiliation arrangement between CLIENT and the Affiliated Provider.

     -        Network affiliation(s)
     -        On call/covering relationship(s)
     -        Group affiliation(s)
     -        Hospital to physician affiliation(s)
     -        CLIENT to Affiliated Provider relationships
     -        CLIENT to payor affiliation(s)
     -        Affiliated Provider to payor affiliation(s)
     -        Network to network affiliation(s)

 .    Information (including dates of agreement / contract, history) related to
     reimbursement arrangements for agreements can include

     -        Fee for service
     -        Fee schedule
     -        Discount off of charges
     -        Per diems
     -        Diagnostic Related Groups (DRGs)
     -        Relative Value Units/Resource Based Relative Values
     -        Provider withholds
     -        Pay provider direct
     -        Pay CLIENT
     -        Medicare assignment/accepting
     -        CHAMPUS assignment/accepting

The automated System has look-up capabilities by name, phonetic name, Provider
identification number, zip code, location, provider type, specialty, and
network. The look-up can be restricted with the same variables and may include
sex and language restrictions as well. Individual provider displays include:

     -        Provider summary
     -        Demographics detail
     -        Affiliations summary and detail
     -        Pricing summary and detail
     -        Credentials/licensure summary and detail

2.1  ENROLLMENT CAPACITIES The process of identifying Affiliated Providers
     ---------------------
serving as PCPs and entering information pertinent to their status.

                                       6
<PAGE>
 
SERVICES:

CIMR shall:

 .    enter, update and/or edit enrollment information gathered from the
     Affiliated Providers payors, contracts, or other sources.

CLIENT shall:

 .    designate a person to complete the enrollment capacity information and to
     authorize changes to the same.

 .    provide all necessary information to CIMR  to establish enrollment targets.

SYSTEM:

The automated System has the ability to store information associated with the
Affiliated Provider's designation as a PCP. The information will include but not
be limited to:

     -        PCP identification flag
     -        Accepting new patient flag
     -        Location restrictions
     -        Gender restrictions
     -        Age restrictions
     -        Language of preference

2.2 ELECTRONIC COMMUNICATIONS CIMR is capable of receiving claims electronically
    -------------------------
in national standard formats. Additionally there are communication requirements
for the CLIENT to connect with CIMR. The CLIENT is responsible for
communications expenses incurred as a result of interfacing with CIMR Systems.
CLIENT shall reimburse CIMR for all expenses associated with communicating with
Providers.

2.3 INQUIRY TRACKING - The functional process of entering any interaction with a
    ----------------
Provider, patient, payor, CLIENT, or other customer.

SERVICES:

CIMR shall:

 .    use the System to track interactions between CIMR and Members, patients,
     Providers and the CLIENT.

CLIENT shall:

 .    use the System to track interactions between CLIENT and Members, patients,
     Providers and CIMR.

 .    CLIENT's staff Member answers the phone, records the information and closes
     the inquiry after the issue is resolved.

SYSTEM:

The automated System has the ability to store inquiry information and associate
it with every patient served by CLIENT. Information can be entered at the time
the interaction occurred (usually a telephone call). The System tracks
outstanding inquiries from onset to resolution, age them by color coded displays
and stores the results in history. The System can also identify key customers
for which CLIENT desires to expedite resolutions.

                                       7
<PAGE>
 
Items entered in this subfunction are:

         -     Source of inquiry
         -     Employee receiving, responding, and responsible for inquiry
         -     Date and time of inquiry, status changes and follow-up due date
         -     Reason for inquiry
         -     Synopsis of transaction
         -     Status
         -     Priority

                                       8
<PAGE>
 
3.0      MEMBER SERVICES AND ENROLLMENT

These functions deal with interactions between CLIENT/Client Affiliates and
Patients covered under this contract.

SERVICES:

CIMR shall:

 .        enter Member information based on applications provided by the CLIENT.

 .        produce membership lists for PCPs.

 .        produce ID cards, stuff envelopes with desired materials and mail to
         Members.

 .        maintain and update benefits on the System to include detailed rules
         for processing claims.

CLIENT shall:

 .        provide membership applications to CIMR at least 30 days prior to the
         effective date of membership
         
 .        designate a person to complete the Member enrollment information and to
         authorize changes to the same.

 .        provide all necessary information to maintain the membership in a
         current manner within the System.

 .        design and produce all materials for Member mailings. These will be
         dropped shipped to CIMR for distribution.

 .        provide all information required by CIMR on benefit structure,
         effective dates, billing rates and benefit information. This
         information is needed at least 90 days before the effective benefit
         date.

SYSTEM:

All subfunctions and functional processes within this function will be linked
together by Member identification number and the person designated by the
employer as the primary recipient of health insurance policy proceeds (typically
the employee). The information entered will have auditable view and/or edit
capabilities by every authorized representative of CLIENT and the Affiliated
Providers. Therefore, all Member services information will be entered once and
updated as necessary. The functional processes of viewing and editing/updating
will be password protected to enhance the privacy of information and the
integrity of the data.

3.1 REGISTRATION - The process of entering, storing and accessing patient
identification and demographic information for the population served by CLIENT.

SERVICES:

CIMR shall:

 .        enter and/or verify the information provided by CLIENT.

CLIENT shall:

 .        provide CIMR with all patient population information the CLIENT wishes
         to have entered and stored in the automated System.

                                       9
<PAGE>
 
SYSTEM:

The automated System has the ability to load, update and store patient
identification information on every patient.

         Such information may include, without limitation:

         -        Patient name (first, last, middle initial, and generation)
         -        Insurance identification number
         -        employer  telephone numbers
         -        Subscriber address and telephone numbers
         -        Gender
         -        Date of birth
         -        Age
         -        Relationship to subscriber
         -        Dates of coverage

3.2 ENROLLMENT - The process of entering, storing and accessing patient
    ----------
identification information for the sub-set of the population selecting coverage
from a health care plan that requires the selection of a Primary Care Physician.

SERVICES:

CIMR shall:

 .        enter update and/or edit the information gathered from the patients,
         CLIENT, payor, or other sources. During patient inquiries or any other
         CIMR-patient interaction, CIMR personnel may verify the on-line data
         and update it as necessary.
         The primary source of calls to CIMR will be from the CLIENT.

CLIENT shall:

 .        during patient inquiries or any other CLIENT-patient interaction,
         CLIENT personnel will verify the on-line data and update within their
         capabilities. The CLIENT will receive the preponderance of calls as the
         first level of customer support.

System: In addition to the registration information collected for the entire
patient population, the System will load, update and store specific patient
information relevant to their health care plan in an on-line or batch mode.

Items entered in this subfunction include but are not limited to:

         -        Primary Care Physician identification
         -        Effective dates
         -        PCP history

3.3 ELIGIBILITY VERIFICATION - The process of determining the health care
    ------------------------
insurance coverage eligibility of the patient presenting for care.

SERVICES:

CIMR shall:

 .        maintain eligibility status within the automated System based on
         information provided by the CLIENT.

                                      10
<PAGE>
 
CLIENT shall:

 .        verify patient eligibility using the System as needed.

SYSTEM:

The System will search existing registration and enrollment data to determine
the status of the patient's eligibility on-line, real time at the time of care
delivery. The System will respond with demographic information and then display
payor information, coverage, enrollment, and Patient co-payment and co-insurance
information.

3.4 INSURANCE COVERAGE INFORMATION - The process of entering information related
    ------------------------------
to any patient insurance coverage which would pay for health care. The Operating
Services support standard HMO and point-of-service managed care products.
Support for additional products (ie., indemnity or open access products) must be
agreed upon in advance by CIMR.

SERVICES:

CIMR shall:

 .        provide the benefit check list to the CLIENT.

 .        maintain files that have benefit coverages for each Member.

CLIENT shall:

 .        provide CIMR with employer group information needed to process claims.

 .        provide CIMR with benefit contract coverage information on the
         prescribed benefit check list.

SYSTEM:

The System will store summary health care plan benefits, co-payments,
utilization management requirements, and third party liability data for each
patient.

 .        The System maintains information for student dependent and coordination
         of benefits information. This information is used in the claims
         processing function.

 .        Items entered in this subfunction include but are not limited to:

 .        Benefits Information

         -        Summary of covered benefits
         -        Non-covered benefits
         -        Benefit limitations (life time benefit maximums, procedure
                  limitations, mental health maximums, etc.)

 .        Cost Sharing Information

         -        Inpatient and outpatient deductible amounts
         -        Co-insurance
         -        Co-payments
         -        Out of pocket limits

                                      11
<PAGE>
 
 .        Utilization Management Requirements

         -        Pre-approval requirements
         -        Provider network restrictions
         -        Clinical protocols for medical necessity

 .        Third Party Coverage

         -        Patient identification
         -        Patient status (i.e., self, subscriber or family Member)
         -        Relationship to primary insurance
         -        Related insurance information (group identification, plan
                  coverage, etc.)
         -        Dates of coverage
         -        Points of contact if available

 .        Procedure coding and diagnostic terminology with annual updates from
         appropriate governing body.

3.5 HEALTH CARE FINDER - The process of searching for Providers within and
    ------------------
outside of the CLIENT networks based on geographic location, specialty,
subspecialty, network affiliation, name, and/or other factors in response to
requests from CLIENT, Members, or Affiliated Providers. The information entered
will have view only capabilities by every authorized representative of CLIENT
and the Affiliated Providers.

SERVICES:

CIMR shall:

 .        maintain the Provider information in a current status from information
         provided by the CLIENT.

CLIENT shall:

 .        use the System for Health Care Finder functions and will provide the
         needed Provider information to keep the data current.

SYSTEM:

The System will search stored Provider information and display:

         -        Provider name
         -        Provider number
         -        Specialty
         -        Provider type (i.e. hospital, ambulatory surgery center,
                  independent practice, group practice)
         -        Primary Care Provider indicator
         -        Network affiliation
         -        Address
         -        Phone number
         -        New patient acceptance indicator
         -        Language indicator
         -        Age restrictions
         -        Effective dates of affiliation

The System will provide a link between the patient and Provider files to display
only Providers the patient is eligible to use based on their Benefit Plan
coverage. The System will also have the ability to display the Providers meeting
the search criteria in random order (to equally distribute referrals) or based
on CLIENT developed algorithms (to steer referrals to specific providers).

                                      12
<PAGE>
 
4.0      CUSTOMER SERVICE

The processes of receiving inquires, both telephonic and written from Members
and Providers. The inquiries will cover a full range from claim status, entitled
benefits, payment status, co-payments and deductible amounts, special rules for
referrals and provider contract issues. Technical support issues are not
considered to be customer service questions.

SERVICES:

CIMR shall:

 .        provide support to CLIENT by answering technical questions or problems
         dealing solely with connectivity or System availability and not respond
         as advisor on System functional questions.

 .        provide the System which CIMR will use to track inquiries and research
         questions to provide answers to Affiliated Providers and Members. This
         will include automated letter generating capability, inquiry tracking,
         tracking of appeals and referral to Affiliated Providers.

 .        provide access to a Voice Response Unit (VRU), once the number of
         Members exceeds 10,000, via a CIMR funded toll free line to the CLIENT,
         Affiliated Providers, and Members.

 .        provide outbound calling to newly enrolled beneficiaries to review
         fulfillment information and answer questions.

 .        adjust claims based on appeal outcomes reported to CIMR by CLIENT.

 .        perform appeals research and provide CLIENT's medical review staff
         information for appeal determination.

 .        produce templates for automated System generated letters according to
         design specifications provided by CLIENT.

 .        staff to provide customer service to Affiliated Providers and Members.
         This includes having staff to use the System to track inquiries and
         research questions to provide answers to Affiliated Providers and
         Members. Staff will use the automated letter generating capability,
         inquiry tracking, tracking of appeals and referral to Affiliated
         Providers.

CLIENT shall:

 .        design and administer an appeals process and inform CIMR appeal
         outcomes requiring claims adjustments.

 .        design formatted letters which CIMR will enter into the System for the
         CLIENT's use.


SYSTEM:

The Customer Service function utilizes several components of the System.,
including, but not limited to the following:

         the claims System
         the automated letter generating System 
         the Member System 
         the inquiry tracking System 
         the provider System 
         benefit files Systems 

                                      13
<PAGE>
 
         the managed care System

5.0      REIMBURSEMENT MANAGEMENT

These functions deal with CLIENT's collecting and storing CLIENT's
claims/encounter form data and claims payment operations. Processing of this
data will be based on the payment arrangement between CLIENT and the Provider
within the confines of the Payor contract. Deductibles, lifetime maximums, etc.
which are directly related to the Payor contract associated with each patient
will be applied to the payment calculation. The Provider will collect any
co-payment, thus the co-payments are taken into consideration when originally
setting and loading the specified payment rates to the Provider's agreement
table.

5.1 - CLAIMS/ENCOUNTER FORM DATA ENTRY - The processes of collecting, editing
      --------------------------------
and entering claims/encounter related data for tracking patient utilization for
billing and payment purposes, as well as reporting. In addition, this data can
be used to identify possible case management candidates. cimr can accept claims
submission data electronically or hardcopy, from the Affiliated Providers.
Transaction formats currently accepted by CIMR are Institutional UB92 and
professional HCFA 1500 claim formats. CIMR will edit the claims data for
accuracy and completeness prior to passing the claims to the claims adjudication
System. The functional processes of viewing and editing/updating are password
protected to maintain the privacy of information and the integrity of the data.
CIMR will provide a mechanism for viewing claims/encounter form data for all
patients. The inquiry screens display claim header and line item information for
institutional and professional claims. As a claim/encounter form is received,
the System performs a series of edits to validate completeness and search for
detectable errors before processing the claim.

SERVICES:

CIMR shall:

 .        prescribe the format for transmission of EMC claims

 .        receive EMC claims in the prescribed formats

 .        receive hardcopy claims and enter them into the System for payment

 .        assign a Document Control number to allow tracking of the claim
         throughout the claims adjudication process.

 .        perform edits and subfunctions described in Section 5.3.

 .        adjudicate claims through resolution and payment, including the
         issuance of an Explanation of Benefits and check imaging.

 .        conduct coordination of benefits, and perform certain fraud detection
         checks.
         
 .        provide subrogation services through a third party.

CLIENT shall:

 .        pay subrogation costs incurred by CIMR on behalf of the CLIENT.

 .        conduct Quality Assurance activities.

 .        self funded accounts used by CIMR to pay claims shall be bonded.

 .        establish procedures to detect and reduce fraud

                                      14
<PAGE>
 
 .        establish procedures for Affiliated Providers to electronically
         transmit claims in the prescribed format to CIMR.

 .        establish procedures for CLIENT Affiliates to transmit hardcopy claims
         to cimr.
         
 .        provide CIMR life time benefit limitations as of the determination date
         for covered individuals to be used in processing claims.

 .        provide CIMR information required by CIMR to process claims under
         special programs such as case management.

SYSTEM:

The System has the ability to capture patient utilization information on every
patient, either electronically from CLIENT/Client Affiliates office automation
System or by hardcopy. Items collected are:

         -        Patient and subscriber identification and demographic
                  information
         -        Provider identification number
         -        Dates of service
         -        Billed charges
         -        Diagnosis codes
         -        Procedure codes
         -        Medicare/other insurance coverage information, if applicable

5.2 - CARVE-OUT VENDOR SERVICES - This includes the process of receiving and
      -------------------------
passing information to and from Carve-Out Vendors to adjudicate and track
claims.

SERVICES:

CIMR shall:

 .        load contract agreements and pricing schedules for the Carve-Out Vendor
         and process claims in accordance with the agreement.

 .        provide Carve-Out Vendor enrollment information in CIMR's electronic
         format.
         
 .        receive Carve-Out Vendor claims in CIMR's electronic format.

CLIENT shall:

 .        provide CIMR with agreements, pricing schedules and other information
         necessary to process Carve-Out Vendor claims in accordance with the
         agreements.

 .        relay CIMR electronic format information to the Carve-Out Vendors for
         use within the contract between the Carve-Out Vendor and CLIENT.

SYSTEM:

The claims edit subfunction will have the following functional processes
associated with it:

         .        Validity - Values are checked to discover if data is valid for
                  the specific field being edited.

                                      15
<PAGE>
 
         .        Consistency - Inter-field relationship (consistency) edits.
                  The failure of a consistency edit will result in posting of a
                  consistency edit error status code to the header or line item
                  in which the error is detected.

         .        Provider Validation - Provider data is edited against the
                  System database and provider information is posted on
                  individual line items.

         .        Procedure Validation - Determination of whether the procedure
                  codes on the claim/encounter form are valid for the type and
                  place of service being performed.

         .        Eligibility/Co-pays - The enrollment System will be accessed
                  to determine if the patient is covered for the specific time
                  periods and services on the claim.

         .        Authorization Matching - The System will determine if an
                  authorization is required for a specified service. If an
                  authorization is required, the System will attempt to match
                  the claim/encounter form to an authorization on file for the
                  dates of service and provider specified on the claim. If an
                  authorization is not present. the claim/encounter form will be
                  deferred or denied.

         .        Pricing - Provider agreement information will be accessed to
                  price each claim/encounter form according to the contract for
                  a specified Provider, network, and procedure. Certain pricing
                  data from the group contract will also be used in pricing the
                  line item service. The System will also look for special
                  pricing negotiated and entered into the System by the Case
                  Management staff.

                                      16
<PAGE>
 
6.0  REPORTING

The System stores data in sequential files or informational databases as a
result of the processes performed within each function.

6.1 ACCESSING DATA - The CLIENT will have access to the data stream resulting
    --------------
from the operations outlined in this Schedule. This provides the ability to
drill into the data to monitor key indicators and evaluate stratifications
involving the following areas:

         -        Membership
         -        Utilization
         -        Reimbursement
         -        Quality
         -        Operational

SERVICES:

CIMR shall:

 .        Provide the standard reports whose names are listed in Exhibit B.

CLIENT shall:

-        Be solely responsible for any wrongful or unlawful use of confidential
         health care information provided in any medium by CIMR to CLIENT.

SYSTEM:

The automated System will produce and maintain the data sources for CLIENT to
use to produce the data files CLIENT will distribute to employer members.

                                      17
<PAGE>
 
7.0  MEDICAL MANAGEMENT

Included in Medical Management are several functions. Referral management and
authorization, nurse triage and assessment, patient education, disease
management, and case management. CIMR services and Systems are capable of
conducting each of the above functions.

SERVICES:

CIMR shall:

 .    provide the training for CLIENT personnel on using the System as described
     in the Section 5.6.

CLIENT shall:

 .    select medical management protocols which will be applied by CLIENT
     manually.

 .    conduct all activities associated with medical management using CIMR
     automated functions.

 .    be responsible for conducting surveys of Members and Affiliated Providers.

 .    fund travel expenses for their personnel to receive the training to operate
     the System's medical management functions.

 .    Design and conduct the appeals and retro-authorization processes.

SYSTEMS:

The System has automated tools to assist CLIENT in conducting case management,
referral authorizations, precertifications, quality improvement initiatives, and
appeals management.

                                      18
<PAGE>
 
8.0 FINANCE Billing, premium collection and reconciliation are functions which
must occur.

SERVICES:

CIMR shall:

 .    produce and distribute 1099 forms for the CLIENT.

 .    report to the CLIENT monthly listing and the amount of claims paid for the
     prior month.

CLIENT shall:

 .    provide information on each employer group the CLIENT contracts with to
     allow CIMR to establish the accounting mechanism to track deposits and
     drafts upon the employer's funds.

 .    establish mutually agreeable procedures to insure funds are deposited
     to the employer's accounts to cover checks written to pay claims.

 .    maintain all corporate financials and general ledger accounts.

 .    provide security satisfactory to CIMR to insure that all self funded
     accounts from which CIMR pays claims are not overdrawn.

SYSTEM:

The automated System has the ability track premiums collected by employer
groups, reconcile amount due based upon eligible Members for that employer and
produce reports.

                                      19
<PAGE>
 
9.0  SECURITY

The processes associated with not allowing access to data withing the System to
unauthorized users.

SERVICES:

CIMR shall:

 .    process all security actions received from the CLIENT's designated
     individual.

 .    Provide the CLIENT with information needed

CLIENT shall:

 .    design procedures for granting access to the System.

 .    designate an individual to notify CIMR of changes in System security for
     the CLIENT or CLIENT Affiliates.

SYSTEM:

The automated System has the capability to require all CLIENT staff desiring
access to the System to enter uniquely defined user IDs and password. The
password must be changed by the user every 30 days.

                                      20
<PAGE>
 
10. UNDERWRITING

The process of analyzing a group to determine rates and benefits or to determine
whether a group should be offered health care coverage.

SERVICES:

CIMR SHALL:

-    perform medical underwriting based on CLIENT'S criteria which are
     reasonably acceptable to CIMR

-    recommend forms and rating requirements as requested by CLIENT from time to
     time to facilitate the underwriting process (provided, however, CLIENT
     shall be solely responsible for deciding whether to follow any such
     recommendations and for all consequences of such decision)

-    maintain a sufficient number of trained staff to process requests for new
     quotes and renewal ratings in accordance with mutually agreed upon
     turnaround time targets

CLIENT SHALL:

-    provide all information required to perform underwriting services

     provide in PC spreadsheet format the rating methodology CLIENT wishes CIMR
     to use, or permit CIMR to use CIMR'S current HMO specific rating
     methodology

-    provide all required census data, claims experience data, geographic
     factors, industry factors, etc. that are required to complete the
     underwriting process

-    provide detailed benefit definitions acceptable to CIMR to use in the
     underwriting calculations.

-    complete all responses to requests for proposals (RFPs) to groups

-    communicate rating information/changes/requirements to each group as
     necessary

                                      21
<PAGE>
 
                                   EXHIBIT A
                                   --------- 
                            DELIVERABLE TIME FRAMES

<TABLE> 
<CAPTION> 
------------------------------------------------------------------------------------------------------------------------------------

DELIVERABLE                                    START-UP OF CONTRACT DELIVERABLE TIME FRAMES     ON-GOING DELIVERABLE TIME FRAMES
------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                                              <C> 
NEW MEMBER APPLICATIONS INCLUDING PCP          90 DAYS PRIOR TO EFFECTIVE DATE OF MEMBER        30 DAYS PRIOR TO EFFECTIVE DATE
INFORMATION                                                                                     OF MEMBER 
                                                                                                    
ENROLLMENT MATERIAL                                                                                 
                                               90 DAYS PRIOR TO EFFECTIVE DATE OF GROUP             
                                                                                                30 DAYS PRIOR TO THE EFFECTIVE DATE
                                                                                                OF GROUP
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
EMPLOYER GROUP SETUP                                                                                
                                                                                                    
GROUP DATA FORM                                90 DAYS PRIOR TO EFFECTIVE DATE OF GROUP         45 DAYS PRIOR TO THE EFFECTIVE DATE
DETAIL BENEFIT INFO/SCHEDULE OF BENEFITS       90 DAYS PRIOR TO EFFECTIVE DATE OF GROUP         OF GROUP
                                                                                                45 DAYS PRIOR TO THE EFFECTIVE DATE
                                                                                                OF GROU
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
PROVIDER SETUP                                                                                      
                                                                                                    
DEMOGRAPHIC INFORMATION                        90 DAYS PRIOR TO IMPLEMENTATION                  30 DAYS PRIOR TO PROVIDER EFFECTIVE
NETWORK INFORMATION                            90 DAYS PRIOR TO IMPLEMENTATION                  DATE
CONTRACT DATA                                  90 DAYS PRIOR TO IMPLEMENTATION                  30 DAYS PRIOR TO PROVIDER EFFECTIVE
                                                                                                DATE
                                                                                                30 DAYS PRIOR TO PROVIDER EFFECTIVE
                                                                                                DATE
------------------------------------------------------------------------------------------------------------------------------------
                                                                                               
PRICING                                                                                             
FEE SCHEDULES                                  90 DAYS PRIOR TO IMPLEMENTATION                  90 DAYS PRIOR TO IMPLEMENTING NEW
PROVIDER SPECIFIC PRICING ARRANGEMENTS                                                          FEE SCHEDULES OR UPDATING EXISTING
                                               90 DAYS PRIOR TO IMPLEMENTATION                  FEE SCHEDULES
                                                                                                30 DAYS PRIOR TO EFFECTIVE DATE OF
                                                                                                CONTRACT
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
ALGS LETTER DRAFTS                                                                                  
COPIES OF ALGS LETTERS                         60 DAYS PRIOR TO IMPLEMENTATION                  30 DAYS PRIOR TO USE OF NEW/MODIFIED
                                                                                               
------------------------------------------------------------------------------------------------------------------------------------
                                                                                               
------------------------------------------------------------------------------------------------------------------------------------
                                                                                               
DELIVERABLE                                    INITIAL IMPLEMENTATION                           ON-GOING OPERATIONS TIME FRAMES
------------------------------------------------------------------------------------------------------------------------------------
                                                                                               
VENDOR ARRANGEMENTS                                                                            
DETAILED INFORMATION ON VENDOR ARRANGEMENTS    90 DAYS PRIOR TO IMPLEMENTATION                  90 DAYS PRIOR TO CONTRACT EFFECTIVE
                                                                                                DATE    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                               
CLAIMS PROCESSING                                                                                                                 
MEDICAL POLICIES/PROCEDURES                    60 DAYS PRIOR TO IMPLEMENTATION                  30 DAYS PRIOR TO EFFECTIVE DATE OF
                                                                                                CHANGES                           
------------------------------------------------------------------------------------------------------------------------------------
                                                                                               
TRAINING                                                                                                                          
FOR ENTRUSTED CUSTOMER SERVICE                 60 DAYS PRIOR TO IMPLEMENTATION                                                    
REPRESENTATIVES                                                                                
FOR CHC PERSONNEL ON BEECH STREET PRICING                                                      
MODULE                                                                                         
                                               30 DAYS PRIOR TO IMPLEMENTATION                                                    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                               
SECURITY                                                                                                                          
COMPLETE INFORMATION REGARDING INDIVIDUAL      60 DAYS PRIOR TO IMPLEMENTATION                  30 DAYS PRIOR TO EFFECTIVE DATE OF
ACCESS TO SYSTEMS                                                                               ADDITION/CHANGE 
------------------------------------------------------------------------------------------------------------------------------------
</TABLE> 

                                      22
<PAGE>
 
                                   EXHIBIT B
                                   ---------
                           NAMES OF STANDARD REPORTS

Cost Management Savings Report
Monthly Plan Savings Report
PPO Savings and Utilization
Type Service Claims Experience
Claims or Stop Loss Performance Report (Medical)
Claims or Stop Loss Performance Report (Dental)
Medical Claims Projection
Medical Claims Over $X
Medical Charges and Net Claims Paid
By Age Category and Claimant Type Reports
Hospital Inpatient Top 5 Type Service Graphs
Inpatient Hospital Stats Admissions By Day of Week
Inpatient Hospital Stat By Day of Week
International Classification of Diseases - Inpatient Hospital
Hospital Inpatient Statistics for Top 30 Diagnostic Groups By Payment
Hospital Inpatient Statistics for Top 30 Diagnostic Groups By Length of Stay
Medical Savings Paid Claim Detail
Hospital Outpatient Top 5 Service Graphs
Medical Savings Paid Claims Detail
Top Ten Hospitals
Claims Analysis by Provider Specialty
Top Ten Surgical Procedures
Top Twenty Professional Providers
Paid Claims Summary Report
Prescription Drug Utilization
Medical Charges by Age Category & Claimant Type
Medical Payments by Age Category & Claimant Type
PPO Medical Savings & Network Utilization Report
Medical Savings Paid Claims Detail - Hospital Inpatient
Medical Savings Paid Claims Detail - Hospital Outpatient
Medical Claims Over $X
Claims Analysis By Provider Specialty
Prescription Utilization (Claimant Age/Sex Breakdown)
Hospital Admissions by Day of Week (Graph)
Hospital Admissions by Day of Week
Type Service Report - Summary
Type Service Report - Hospital Inpatient
Hospital Inpatient Payment & Admissions - Top 5 (Graph)
Hospital Outpatient SVCS - Current & Prior - Top 5 (Graph)
Hospital Inpatient Payment & Admissions - Top 5 (Graph)
Hospital Outpatient SVCS - Current & Prior - Top 5 (Graph)
Cost Management Savings Report
Monthly Plan Savings Report
Top Ten Hospitals Ranked By Total Payment
Top Twenty Professional
Providers Ranked By Total Payment
Top Ten Surgical Procedures Ranked By Frequency
ICD-9 Diagnosis Category Inpatient Hospital Statistics
Hospital Inpatients Stats For Top 30 Diag Grps By Payment
Hospital Inpatients Stats For Top 30 Diag Groups By Los
Standard Operational Reports available to Companion HealthCare

                                      23