EXHIBIT 10.14(e)


                           CONSOLIDATED GROUP BUILDING

                                 THIRD AMENDMENT
                                       TO
                            AMENDED CONSOLIDATED AND
                                 RESTATED LEASE

      This Third Amendment to the Amended, Consolidated and Restated Lease dated
as of January 1, 1987 relating to floors one through five of the Consolidated
Group Building, Pleasant Street Connector, Framingham and Southborough,
Massachusetts (the "Building") as amended to date (the "Lease") is entered into
as of the 26th day of February, 1998, by and between Consolidated Group Service
Company Limited Partnership, a Massachusetts limited partnership (the
"Landlord"), and HealthPlan Services, Inc. ("Tenant"), the successor in interest
to Consolidated Group, Inc.. In consideration of the mutual covenants herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Lease is hereby further amended
as follows, but is to remain unchanged and in full force and effect in all other
respects:

      1. In consideration of the current and anticipated performance of certain
capital expenditures being undertaken on the Building by the Landlord (such
"Capital Improvements" being described on Exhibit I as attached hereto and
incorporated herein), the Tenant hereby confirms that it is paying to the
Landlord upon the date of execution of this Third Amendment, the sum of Two
Hundred Sixty-Two Thousand Five Hundred Dollars ($262,500.00) as Tenant's agreed
upon share of the cost of the Capital


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Improvements. The Capital Improvements shall be completed by the Landlord in a
good and workmanlike fashion consistent with professional industry standards for
the work being performed. The Landlord agrees to exercise reasonable efforts to
perform the Capital Improvements work in a manner reasonably calculated to
minimize the disruption to Tenant's business activities and Tenant's efforts to
sublease the premises. However, the reasonable efforts to be exercised hereunder
shall not require that the Capital Improvements work be performed during
"non-business" hours. The Tenant hereby agrees to vacate all of the fourth floor
of the Building when repair work is being undertaken that effects the fourth
floor space; however, the so-called "executive area" on the fourth floor as
shown on the attached Exhibit II need not be vacated as no work is to be
performed in that area. The Landlord agrees to exercise reasonable efforts to
complete all work to be performed within the fourth floor by one hundred (100)
days after the date hereof.

      2. Commencing as of January 1, 1998, the Tenant hereby agrees to pay the
first five thousand dollars ($5,000.00) per calendar year either for necessary
repairs in connection with all damage caused by leaks from the exterior of the
Building's roof, windows and all other exterior surfaces or in order to take
steps to prevent any such leaks from recurring. All such payments by Tenant
shall be exclusive of amounts required to be paid to repair any such leaks
arising hereafter as a result of the negligence or misconduct of Tenant. The
payments provided for in this paragraph 2 shall be in addition to all payments
to be made by Tenant under the Lease. Landlord shall pay all amounts in excess
of said $5,000 per year necessary to exercise best efforts to prevent any leaks
from


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occurring and to repair all damage caused by leaks from the exterior of the
Building's roof, windows and other exterior surfaces, not caused by Tenant's
negligence or misconduct.

      3. The following language is hereby inserted after the second sentence of
Section 4.2.2 of the Lease in the place of the current language after said
second sentence, all of which is hereby deleted:

      As part of Tenant's agreement that this Lease be "net" to Landlord, Tenant
      agrees that if Landlord, in Landlord's reasonable discretion, installs or
      makes a capital expenditure repair to or makes or installs a new or
      replacement capital item for the express purpose of reducing or conserving
      the use of energy in the Building, complying with any building code or
      other law, regulation, or legal requirement, complying with requirements
      of any insurer, or as otherwise relating to the operation of the Building
      or the Lot (hereinafter collectively referred to as "Capital Items"), the
      cost of the same amortized over its useful life as calculated pursuant to
      generally accepted accounting principles at the interest rate used to
      finance the item by an arm's length third party or, if there is no such
      separate financing, at the prime rate (which shall mean the prime rate in
      effect from time to time at the principal Boston office of the Bank of
      Boston, or any successor entity), shall be added to Tenant's monthly
      payment obligation hereunder as part of the operating expenses. Landlord
      hereby agrees that Capital Items shall exclude any capital expenditures
      incurred in connection with the expansion of the Building or expansion of
      the Lot, and will not be charged to Tenant.


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      Capital Items as used in this Lease as well as the duration of a "useful
      life" for such items shall be determined according to generally accepted
      accounting principles.

      If the Landlord and Tenant have a reasonable disagreement as to the
      characterization of a particular matter as either an operating expense or
      a Capital Item, and if the amount in dispute involves at least $5,000.00
      or as to the proper length of a Capital Item's useful life, then any such
      disagreement shall be resolved in the following manner. If the disputed
      amount is less than $5,000.00 then the Landlord's determination shall
      prevail as long as it is based on a reasonable judgment. Within twenty
      (20) business days after Landlord shall have notified Tenant of its
      characterization of a matter as an operating expense or a Capital Item, or
      of its estimate of the useful life of a Capital Item (any or all of which
      together shall hereinafter be referred to as the "Specified Matter"),
      Tenant shall have the option to object to Landlord's Specified Matter in
      writing. Failure by Tenant to respond to Landlord's notice within the
      twenty (20) business day period shall be deemed an acceptance of
      Landlord's Specified Matter. In the event Tenant objects to Landlord's
      Specified Matter then the disagreement shall be arbitrated in accordance
      with the following procedure. The parties shall each identify one
      impartial third party to serve as an Arbitrator, who will then mutually
      select a third Arbitrator, with the three Arbitrators to then address any
      Specified Matter brought to their attention . Any such arbitrator shall be
      a certified public


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     accountant, having at least fifteen (15) years prior experience in
     accounting for commercial real estate holdings. Within ten (10) calendar
     days after the parties are notified as to the identity of the Arbitrators,
     each party shall submit to the Arbitrators such party's final documentation
     in support of its position, along with such supporting information, as it
     deems relevant. The Arbitrators shall have forty-five (45) calendar days
     after receipt of the two sets of documentation and supporting information,
     if any, in which to designate the Arbitrators' final decision. If one of
     the parties has not submitted its documentation to the Arbitrators within
     the time limits set forth herein, the Arbitrators will designate the
     position of the other party as the correct one. The Arbitrators shall
     notify the parties of their decision in writing within such forty-five (45)
     day period. All costs incurred for the services of the Arbitrators shall be
     borne equally by the parties. The decisions designated by the Arbitrators
     shall be final and binding and the parties shall have no further recourse
     with respect to such determination. If the three Arbitrators are unable to
     reach agreement, a common decision reached by two of the three Arbitrators
     shall be deemed as final or, in the case of the duration of a useful life,
     the two specified time periods which are closest to each other shall be
     averaged, or, if all the time periods are equally spaced, then the average
     of the three shall be final.

     4. The following language is hereby inserted after the words " the cost of
" in the seventh line of Section 3.3 of the Lease: "construction (which shall
include, , the costs of construction incurred pursuant to any statutory,
regulatory or other compliance requirements


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which result from Tenant's attempt to make changes and/or additions to the
Premises; however, if such costs are capital in nature and are incurred because
a pre-existing condition must be brought into statutory or regulatory compliance
then such cost shall fall within the definition of Capital Item and shall be
handled in accordance with Section 3 herein, but all other such costs shall be
included within the aforesaid term "construction"),"

      5. The parties hereto acknowledge that both this amendment and any
subletting or assigning of the Building or any part thereof is subject to the
consent of any and all parties holding mortgages on the Building in addition to
the consent of the Landlord as provided in the Lease and that Landlord shall
exercise reasonable efforts promptly to obtain any such consents as may be
required from a mortgagee.


      IN WITNESS WHEREOF the parties hereto have hereunto set their hands and
seals as of the date first above written.


CONSOLIDATED GROUP SERVICE                   HEALTHPLAN SERVICES, INC.
COMPANY LIMITED PARTNERSHIP

By:  Pleasant Street Ventures, Inc.
        its sole general partner

By:/s/ JAMES F. CARLIN                       By:/s/ DONALD R. FITCH
   -------------------------------              -------------------------
   Treasurer                                    Treasurer


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