EXHIBIT 10.1

                                    AMENDMENT

This  Amendment  to  the  June  1,  1997   Administrative   Services   Agreement
("Agreement")  between Lovelace Health Systems,  Inc.  ("Plan") and Managed Care
Solutions,  Inc.,  a Delaware  corporation  authorized  as a New Mexico  general
business  corporation  ("MCS") is entered  into and is  effective  as of June 1,
1998.

For  good and  valuable  consideration,  the  sufficiency  of  which  is  hereby
acknowledged, the parties hereby agree to amend the Agreement as follows:

1.    Section  2.2.3,  CLAIM  PROCESSING  AND  PAYMENT,  is  amended  to add the
      following sentence between the existing first and second sentences:

            "MCS shall further comply with Plan's "Standards for Delegation
            of Payment Administration Activities", attached hereto as 
            Exhibit C."

2.    Section 2.2.4 is amended by adding the following at the end thereof:

            "Plan will  maintain  an  adequate  balance at all times in the bank
            account  established  for use by MCS for  payment of claims and MCS'
            administrative  fees.  Failure to maintain an adequate balance,  and
            any penalties incurred as a result,  will be the sole responsibility
            of the Plan;  provided,  however, the parties will not consider it a
            failure by Plan to maintain an adequate  balance if MCS  negligently
            overpays claims or commits any other negligent action or inaction."

3.    Section  2.2.6 is  amended by adding a new  subsection  2.2.6.7 to read as
      follows:

            "2.2.6.7.  It is  acknowledged  that  the  Plan  has an  established
            process for subrogation tracking and recovery. MCS will cooperate in
            the development of a subrogation  tracking and recovery program. The
            program will require MCS to provide certain  information to the Plan
            for the purposes of tracking and recovering subrogated claims."

4.    Section 2.2.7 is deleted in its entirety and replaced with the following:

            "CASE  MANAGEMENT.  Plan  shall be  responsible  for  performing  or
            sub-contracting  for all case management  services.  Case management
            services shall  encompass  inpatient and outpatient  case management
            services as defined by HSD's case management benefit as set forth in
            the contract between HSD and Plan."

5.    Section 2.2.10 is deleted in its entirety and replaced with the following:

            "UTILIZATION  MANAGEMENT.  MCS will submit a Utilization  Management
            program  ("UM  Program")  annually  to the  Health  Plan  Operations
            Workgroup  ("HPOW") for review and  approval.  The UM Program  shall
            comply with Plan's  contract with HSD (including  HSD's  independent
            external quality review organization  requirements),  NCQA standards
            and Plan's  "Standards  for  Delegation  of  Utilization  Management
            Activities",  attached  hereto as Exhibit D. MCS shall  maintain any
            license required in connection with its UM Program  activities,  and
            its UM Program shall comply with  applicable law. MCS shall maintain
            the UM  Program  under  the  supervision  of  Lovelace's  designated
            Medical Director."

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6.    The fourth sentence of Section 2.2.12.2,  INFORMATION  SYSTEMS, is revised
      to read as follows:

            "MCS has selected to use Managed Care One in  fulfilling  its duties
            under  this  Agreement  and  may  elect  at any  time  in  its  sole
            discretion to use a different information system;  provided however,
            that no  disruption  of Plan  Program  functions,  increase  in Plan
            Program cost or reduction  in Plan  Program  capability  will result
            from such decision."

7.    Section 2.2.16 is deleted in its entirety and replaced with the following:

            "COMPLAINT  RESOLUTION  PROCEDURE.  MCS shall  maintain a  complaint
            resolution  procedure to process Member and Provider complaints that
            shall  comply  with   applicable   law,  Plan's  contract  with  HSD
            (including HSD's independent external quality review  organization),
            NCQA  standards  and,  with  respect  to Member  complaints,  Plan's
            "Standards  for  Delegation  of Member  Rights and  Responsibilities
            Function", attached hereto as Exhibit E."

8.    The first sentence of Section 2.2.17.1,  PROFESSIONAL LIABILITY INSURANCE,
      is deleted and replaced with the following:

            "During the term of this Agreement, Plan shall maintain, at its sole
            expense, a policy of HMO-type professional  liability insurance with
            coverage limits in the minimum amount of $1,000,000 per incident and
            $3,000,000 in the annual aggregate or such greater amounts as may be
            required by applicable state or federal law."

9.    A new Section 2.2.18 is added which provides in full as follows:

            "MCS shall be responsible for  administering  programs for Early and
            Periodic Screening, Diagnosis and Testing ("EPSDT") and Maternal and
            Child Health (MCH) as defined by MCS and Plan."

10.   Section 3.2. and subsections 3.3.1 through 3.3.14 are deleted and replaced
      in their entirety as follows:

                  "3.2  OPERATIONAL  PHASE-MANAGEMENT  FEE. Plan shall pay MCS a
            management  fee for services  performed  under this Agreement in the
            amount  and  according  to the  schedules  listed  in  Exhibit  A as
            amended.  MCS shall  submit to plan on a monthly  basis a  statement
            showing the estimated  management fee determined in accordance  with
            Exhibit A as amended.  In return for receiving the  management  fee,
            MCS   shall  be   responsible   for  all   costs   associated   with
            administration of the Plan, except for the following expenses, which
            shall be the responsibility of the Plan:

                  3.2.1  Covered  services;  3.2.2  Legal  services of the Plan;
                  3.2.3  Actuarial services of the Plan;
                  3.2.4  All insurance and  re-insurance  premiums for the Plan;
                  3.2.5  Expenses relating to the corporate existence of the
                         Plan;
                  3.2.6  Any audit and tax services related to the operations
                         of the Plan;
                  3.2.7  Advertising and marketing related expenses of the
                         Plan;
                  3.2.8  Any  income, property,  premium or  other taxes  of the
                         Plan and any assessments or license fees of the Plan;
                  3.2.9  Other expenses  clearly  related to the business of the
                         Plan as an independent  corporate  entity  or  expenses
                         incurred by Lovelace Health Systems which relate to the
                         SALUD! program  and are  principally  incurred  for the
                         oversight of the Plan;

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<PAGE>

                  3.2.10 Any  costs    associated    with   health    assessment
                         administration, health  education  and plan  promotion,
                         administration of  all  case  management   benefits  as
                         defined by HSD, administration of all quality assurance
                         and quality  management  functions as  they  relate  to
                         NCQA,  JCAHO  or  HSD  (including   HSD's   independent
                         external  quality    review   organization)     quality
                         requirements,  credentialing,   marketing,   and   Plan
                         compliance (including government  relations,  audit and
                         advocacy groups). Said costs relate to the Plan and its
                         staff and include,  but are not limited to, capitalized
                         and   non-capitalized   computer    equipment,   office
                         equipment,   furniture,   software,  office   supplies,
                         office space for Plan staff, printing, copying, postage
                         (associated   with   quality   management    and   case
                         management),   contracted  labor  (including  clerical,
                         word processing, and secretarial services), legal fees,
                         sub-contracted   professional  fees,  wages  (including
                         overtime wages),  employee  benefits,  telephone   line
                         leases, telephone,  utilities,  licenses,  seminars and
                         all   travel  expenses  for  Lovelace   Health   System
                         employees, taxes, fees and all other expenses incurred;
                  3.2.11 Costs associated with  Medical  Director(s), including,
                         but not limited to, salaries and benefits;
                  3.2.12 Prescription benefit claims processing and payment."

11.   A new Section 3.3 is added which provides in full as follows:

                  "3.3 HOLD HARMLESS.  The payment rates  specified in Exhibit A
            shall  be  payment  in full for all  services  provided  under  this
            Agreement. MCS agrees that in no event, including but not limited to
            nonpayment by Plan,  insolvency of Plan or breach of this Agreement,
            shall MCS bill,  charge,  collect a deposit from, seek compensation,
            remuneration,  or reimbursement  from or have any recourse against a
            Member,  HSD or  persons  other  than  Plan  for  services  provided
            pursuant  to this  Agreement.  This hold  harmless  provision  shall
            survive  termination  of this  Agreement  with  respect to  services
            performed by MCS prior to termination of this Agreement."

12.   Section 4.1 is deleted in its entirety and replaced with the following:

                  "4.1 TERM.  This Agreement  shall be effective on the date set
            forth on the first  page  above and shall be  effective  during  the
            period necessary to complete the Plan's  pre-operational  activities
            and shall then be in full force and effect  through the first twenty
            four (24) months of the Program.  This Agreement shall automatically
            renew for an additional  consecutive  twenty-four  (24) month period
            only if:

                        (i)  the  Plan,  Lovelace  Delivery  System  if it is an
                  insurer under  applicable  state law or any affiliate of CIGNA
                  Health  Care and HSD  mutually  agree to  extend  the terms of
                  their SALUD!  Medicaid Managed Care Services Agreement for any
                  additional term; and

                        (ii) MCS has  achieved 90% overall  compliance  with the
                  performance standards as described in Exhibit B hereto for the
                  period  October  1,  1998  through  June 30,  1999.  MCS shall
                  provide Plan with monthly  reports in a format  acceptable  to
                  Plan reflecting its level of compliance with each of the seven
                  standards outlined in Exhibit B."

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13.   A new section 4.2.5 is added which provides in full as follows:

                  "4.2.5  Material  violation by either party of applicable HSD,
            State or  Federal  requirements,  as  determined  by the  applicable
            regulatory authority."

14.   The first sentence of section 4.3.6 is revised to read as follows:

            "The  parties   acknowledge  that  following   termination  of  this
            Agreement,  MCS shall  provide  no  services  to Plan  other than as
            described in Sections 4.3.2 and 4.3.3, above."

15.   A new section 4.3.7 is added which provides in full as follows:

                  "4.3.7  Notwithstanding  anything else contained herein to the
            contrary,  the  Plan  shall  not  be  required  to  purchase,   take
            possession,  reimburse, pay, assume or be financially responsible in
            any way as described in Sections 4.3.1 and 4.3.4 under the following
            circumstances:

                  (i)   The normal full term of this initial Agreement expires;
                  (ii)  The Agreement is terminated by written mutual consent of
                        both parties pursuant to Section 4.2.1;
                  (iii) The Agreement is terminated by Plan for material  breach
                        by MCS as described in Section 4.2.2; or
                  (iv)  The Agreement is terminated  pursuant to either  Section
                        4.2.3 or 4.2.4.

            In  addition,  MCS shall  provide  Plan on a quarterly  basis with a
            listing of fixed assets,  leasehold improvements and program related
            capitalized  expenses at book value as described  in Sections  4.3.1
            and 4.3.4."

16.   A new Section 4.3.8 is added which provides as follows:

                  "4.3.8  Notwithstanding  anything else contained herein to the
            contrary,  in the event this  Agreement  is  terminated  because MCS
            fails  to  achieve  90%  overall  compliance  with  the  performance
            standards as  described  in Section  4.1(ii) and Exhibit B, the Plan
            shall only be required to (i)  purchase the  leasehold  improvements
            acquired  and  used  by  MCS  to  administer  the  Plan  at a  price
            determined in  accordance  with Section 4.3.1 and (ii) assume and/or
            be fully financially responsible for any lease of office space being
            utilized for Plan  operations.  Accordingly,  except as described in
            the preceding sentence,  the Plan shall not be required to purchase,
            take   possession,   reimburse,   pay,   assume  or  be  financially
            responsible  in any way as described in Sections 4.3.1 and 4.3.4 for
            termination of this Agreement under such circumstances."

17.   Section 5.1 is deleted in its entirety and replaced with the following:

                  "5.1  CONFIDENTIALITY.    MCS   agrees   to   safeguard    the
            confidentiality of all  data  pertaining to this Agreement,  Covered
            Services rendered to  Members and  Member  information in accordance
            with HSD  requirements and State and Federal law."

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<PAGE>

18.   Section 5.11 is amended to add at the end the following two sentences:

            "MCS shall further provide  authorized  representatives  of HSD with
            reasonable  access to facilities and records  pertaining to the Plan
            for financial and medical audit purposes.  MCS shall release to Plan
            any information pertaining to the Plan necessary for Plan to perform
            any of its obligations under its agreement with HSD."

19.   Article V is  amended  by adding a new  Section  5.14  thereto  to read as
      follows:

                  "5.14  LONG TERM CARE PROGRAM.

                        5.14.1 If MCS obtains a Health Maintenance  Organization
                  ("HMO")  license in New Mexico in order to qualify to submit a
                  proposal  to  participate  in a Long Term Care  (LTC)  program
                  established  and  authorized  by the State of New Mexico,  the
                  Plan  would  agree  (unless   constrained  from  doing  so  by
                  applicable  law) not to submit a bid to participate in the LTC
                  program  without MCS's consent.  Upon request by the Plan, MCS
                  will include,  as part of its LTC provider network  components
                  of the Plan's  provider  network as requested by the Plan, and
                  will  compensate the Plan network for such services at no less
                  than  the  prevailing  Medicaid  reimbursement  rates or other
                  reimbursement rates that MCS negotiates with the Plan.

                        5.14.2 If MCS decides  not to apply for an HMO  license,
                  then  MCS  will  have  the  right  to  assist  the Plan in the
                  preparation of a bid for an LTC contract with the State and to
                  provide administrative services to the Plan in connection with
                  such  contract;  provided,  however,  that the Plan shall have
                  sole authority to determine whether to submit a bid for an LTC
                  contract and to determine all details  concerning such bid. If
                  the Plan is awarded the bid, the Plan shall compensate MCS for
                  such  administrative  services on a  capitated  basis and will
                  contract  with MCS to share  risk for  medical  expenses.  LHS
                  shall  allow MCS the power and  authority  to control  medical
                  expenses in its capacity as administrative  agent. The parties
                  shall  negotiate  the  extent to which MCS shall  assume  such
                  financial risk.

                        5.14.3 MCS will in either  case meet the all  applicable
                  capital,  reserve and net work requirements.  Should the State
                  of New Mexico  decide to utilize a contract to  administer  an
                  LTC  program,  MCS may,  except as otherwise  provided  above,
                  participate directly with the State independently of the Plan.
                  Notwithstanding   anything  else   contained   herein  to  the
                  contrary,  the terms and provisions of this Section 5.14 shall
                  survive the date of  termination of this contract for a period
                  of two years."

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<PAGE>

20.   Exhibit A to the  Agreement is deleted in its  entirety and replaced  with
      the following:

                           MCS MANAGEMENT FEE SCHEDULE

                        Period                  PMPM Management Fee

                  6/1/98 through 6/30/99            $[        ]*+
                  7/1/99 through 6/30/00            $[        ]**+
                  7/1/00 through 6/30/01            $[        ]**+

             *    If the Agreement is terminated by Plan prior to 1/1/99 for any
                  reason other  than a material breach of contract by MCS or HSD
                  request,  Plan will make a  retroactive  payment  to MCS of an
                  amount  equal to the  difference  between  this  rate and rate
                  which  would  have  applied  under  Exhibit A to the  original
                  Agreement  prior to execution of this Amendment for the period
                  from  the  Effective  Date  of  this  Amendment   through  the
                  termination date.

            **    The rate  structure for the period 7/1/99  through  6/30/01 is
                  applicable  only if the Agreement is renewed for any period as
                  described in Section 4.1, as amended.

Except as modified  above,  the terms and conditions of the Agreement  remain in
full force and effect.



LOVELACE HEALTH SYSTEMS, INC.       MANAGED CARE SOLUTIONS, INC.


By    /s/ Martin Hickey, M.D.             By    /s/ Richard M. Jelinek
      --------------------------------          -------------------------------
      Signature of Authorized Agent             Signature of Authorized Agent


      Martin Hickey, M.D.                       Richard M. Jelinek
      --------------------------------          -------------------------------
      Typed or Printed Name                     Typed or Printed Name


Its   Chief Executive Officer             Its:  Senior Vice President
      --------------------------------          -------------------------------


Title Chief Executive Officer             Title Senior Vice President
      --------------------------------          -------------------------------

Date: 12/24/98                            Date: 12/29/98
      --------------------------------          -------------------------------

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  +Confidential treatment requested