EXHIBIT 10.5


                         HEALTH ALLIANCE NETWORK SYSTEMS

                             JOINT VENTURE AGREEMENT


     AGREEMENT,  made  as  of  the  1st  day  of  March,  1996,  between  HEALTH
CONTAINMENT  CORPORATION,  a New York corporation ("HAN") and JUNIPER HEALTHCARE
CONTAINMENT  SYSTEMS,  INC., a New York  corporation  ("JHCSI")  (individually a
"Joint Venturer" and together, the "Joint Venturers").

                              W I T N E S S E T H:

     WHEREAS, HAN has entered into an agreement with The Guardian Life Insurance
Company,  Inc.  ("Guardian"),  a copy of which is annexed  hereto as Exhibit "A"
(the "Guardian  Agreement"),  to provide  certain  healthcare  cost  containment
services to Guardian through one or more preferred provider organizations;

     WHEREAS,  HAN has agreed to assign the Guardian  Agreement (with respect to
access to any preferred provider  organization in New Jersey) to a joint venture
between HAN and JHCSI;

     WHEREAS,  HAN and Preferred Providers of New Jersey, Inc. (d/b/a/ QualCare)
("QualCare"),  a preferred  provider  organization,  are parties to an agreement
dated  September 18, 1995, a copy of which is annexed hereto as Exhibit "B" (the
"HAN/QualCare  Agreement"),  whereby  QualCare  agrees to provide  Guardian with
access to QualCare's  preferred provider network in the State of New Jersey at a
discounted price pursuant to the terms of the Guardian Agreement;

     WHEREAS,  the  parties  desire to form a joint  venture  for the purpose of
providing Guardian with the Services (as hereinafter  defined) through QualCare;
and

     WHEREAS,  the parties desire to enter into a joint venture agreement to set
forth their relative rights and obligations  between one another relating to the
Joint Venture;

NOW, THEREFORE, the parties hereto hereby agree as follows:

     1. Name. The Joint Venturers hereby associate  themselves and form,  solely
for the purposes herein  described,  a joint venture (the "Joint Venture") to be
known as the "Health Alliance  Systems".  The Joint Venture may also do business
under any other assumed name as the Joint Venturers may elect,  after filing any
appropriate assumed name certificate(s) as shall be required by applicable law.


     2. Office.  The principal  business office of the Joint Venture shall be at
111 Great Neck Road,  Suite 604,  Great Neck, New York 11021 or such other place
or places as the Joint Venturers shall hereafter select.


     3. Business. The business of the Joint Venture shall be to provide Guardian
with the Services in New Jersey through QualCare. As used in this Agreement, the
term "Services" shall mean the health care cost containment  services and access
to QualCare's  preferred provider network of healthcare  providers that QualCare
is providing to beneficiaries of Guardian's  health insurance plans in the State
of New Jersey pursuant to the Guardian Agreement.


     4. Term.  The Joint Venture shall  commence on the date hereof and continue
until  the  first  to occur of (a) the  date on  which  the  Guardian  Agreement
terminates and is not renewed, (b) the date on which the HAN/QualCare  Agreement
terminates and is not renewed, (c) the date on which Guardian terminates its use
of  Qualcare  pursuant  to the  Guardian  Agreement,  (d) the date on which  the
JHCSI/HAN  Agreement  between Tony Milone ("Milone") and JHCSI that is described
in Section 5.2(f)(i) hereof terminate,  (e) at any time by mutual consent of HAN
and JHCSI, or (f) December 31, 1997.

     5.  Contributions  and Other  Obligations Of the Joint Venturers.

     5.1 Each Joint Venturer agrees to make an initial  capital  contribution to
the Joint Venture of $250.00 payable on execution hereof.

     5.2  During  the term of this  Agreement,  HAN  shall  have  the  following
obligations to the Joint Venture which, unless otherwise specified,  shall be at
HAN's own expense:

     (a) HAN shall use its best  efforts to (i) fully  perform  its  obligations
under, and (ii) enforce, at the cost of the Joint Venture, its rights under, the
HAN/QualCare Agreement on the Joint Venture's behalf.

     (b)      INTENTIONALLY DELETED.

     (c) HAN shall use reasonable  efforts to maintain the relationship  between
Guardian  and the Joint  Venture and  between  QualCare  and HAN,  and to obtain
renewals  of  the  Guardian   Agreement  with  the  Joint  Venture  and  of  the
HAN/QualCare Agreement with HAN.

     (d) If the Joint Venture  performs its obligations  under Section 5.9, then
HAN  shall be  solely  responsible  to pay  QualCare  all  sums due to  QualCare
pursuant to the HAN/QualCare Agreement, and shall pay such sums to QualCare when
due.

     (e) HAN shall, at the sole cost of the Joint Venture,  obtain all necessary
licenses,  permits  and  other  governmental  approvals,  if  any,  required  or
necessary  to  operate  the Joint  Venture.  If HAN is  required  to obtain  any
license,  permit or approval in  connection  with its  involvement  in the Joint
Venture,  then HAN shall obtain and maintain the same and shall pay the costs of
obtaining and maintaining the same.

     (f) (i) JHCSI and Milone  are  parties  to a certain  Consulting  Agreement
dated June 7, 1994, as amended on August 31, 1994 and as further  amended on May
18, 1995, between JHCSI and Milone (the "JHCSI/Milone Agreement").

     (ii) During the term of this  Agreement,  HAN shall pay to Milone an amount
equal to all cash  consideration  (the "Cash  Amounts")  that JHCSI is otherwise
obligated to pay to Milone pursuant to the  JHCSI/Milone  Agreement with respect
to the Services provided to Guardian by QualCare in the State of New Jersey.

     (iii) During the term of this Agreement,  Milone will make no claim against
JHCSI  for any  portion  of the Cash  Amounts  that  JHCSI  would  otherwise  be
obligated to pay to him pursuant to the  JHCSI/Milone  Agreement with respect to
the  Services  provided to Guardian by QualCare in the State of New Jersey,  and
releases  JHCSI from any  obligation  to pay any portion of the Cash  Amounts to
him.  Milone hereby  consents to HAN's  agreement to pay him the Cash Amounts as
provided in this Section 5.2(f).

     (iv) Notwithstanding  anything contained in this Agreement to the contrary,
(1)  HAN  shall  not be  obligated  to pay  Milone  any  cash,  stock  or  other
compensation that JHCSI is obligated to pay to Milone arising from the agreement
dated as of January 1, 1995  between  JHCSI and  Medichoice  Network,  Inc.  (an
affiliate of Medical Review Corp.) or from any other agreement between JHCSI and
Medichoice  (or  any  of  their  respective   affiliates)   (collectively,   the
"JHCSI/Medichoice  Agreement"), and (2) except for the Cash Amounts described in
Section  5.2(f)(iii),  nothing  contained in this  Agreement  shall be deemed to
release JHCSI or its  affiliates  from any of their  respective  obligations  to
Milone  pursuant  to  the  provisions  of  the   JHCSI/Milone   Agreement,   the
JHCSI/Medichoice  Agreement,  or the  Consulting  Agreement  dated May 31,  1995
between Milone and JHCSI ("May Agreement").

     5.3  During the term of this  Agreement,  JHCSI  shall  have the  following
obligations to the Joint Venture and HAN,  which,  unless  otherwise  specified,
shall be at JHCSI's own expense:

     (a) JHCSI shall manage and administer the Joint Venture, in accordance with
the  budget  agreed to by the  Joint  Venturers  each  year;  provided  that the
existing budget then in effect shall continue in effect, adjusted for inflation,
until a new one has been agreed to by the parties.

     (b) JHCSI shall provide all accounting (excluding accounting services to be
rendered  by the Joint  Venture's  accountants  as set forth in  Section  10.2),
bookkeeping and record keeping services.

     (c) In order to  implement  the budget and  business  plan agreed to by the
Joint  Venturers  from time to time,  JHCSI  shall  market and promote the Joint
Venture in the manner  and to the extent it in its sole  discretion  determines;
provided  JHCSI's actions on behalf of the Joint Venture shall be conducted in a
manner to ensure that they are not detrimental to the  relationship of the Joint
Venture or that of either Joint Venturer with Guardian or QualCare;  and further
provided that HAN shall be  responsible  for  conducting  all  negotiations  and
communications  with QualCare and  Guardian.

     (d) If JHCSI is  required  to obtain any  license,  permit or  approval  in
connection  with its  involvement in the Joint Venture,  then JHCSI shall obtain
and maintain the same and shall pay the costs of obtaining and  maintaining  the
same.

     5.4 An  individual  capital  account  shall be  maintained  for each  Joint
Venturer.  The capital account of each Joint Venturer shall consist of the Joint
Venturer's  initial cash contribution  increased by the amount of any additional
capital  contribution  made by such Joint  Venturer  plus the agreed fair market
value (sometimes "Gross Asset Value") of any property contributed to the capital
of the Joint Venture (net of liabilities secured by such property that the Joint
Venture is considered to assume or take subject to) by such Joint Venturer.  For
purposes  hereof,  the  performance  of  the  obligations  (as  opposed  to  the
contributions of tangible  property) required of the Joint Venturers pursuant to
Sections 5.2 and 5.3 above shall not be deemed to be a capital  contribution and
shall not increase any Joint Venturer's capital account.  The capital account of
each  Joint  Venturer  shall be  credited  with such Joint  Venturer's  share of
profits  determined  in  accordance  with  Section 6 hereof and any items in the
nature of income or gain that are  specially  allocated to such Joint  Venturer.
The capital  account of each Joint  Venturer shall be debited with the amount of
cash and the agreed  fair market  value of any Joint  Venture  property  (net of
liabilities  secured by such  distributed  property that such Joint  Venturer is
considered  to assume or take  subject to)  distributed  to such Joint  Venturer
pursuant to any provision of this Agreement,  such Joint Venturer's distributive
share of losses and deduction  determined  in accordance  with Section 6 hereof,
and any items in the nature of expenses or losses that are  specially  allocated
to such Joint Venturer.

     5.5  No  interest  shall  be  paid  by the  Joint  Venture  on the  capital
contributions and no Joint Venturer shall,  except as otherwise provided herein,
have the  right to  withdraw,  or  demand a refund or  return  of,  its  capital
contribution, or receive or demand property other than cash.

     5.6 The foregoing  provisions  and the other  provisions of this  Agreement
relating to the  maintenance  of capital  accounts  are  intended to comply with
Treasury Regulation Section 1.704-1(b), as amended, and shall be interpreted and
applied  in a  manner  consistent  with  such  Regulation,  as  amended.  If the
accountants  for the Joint Venture shall  determine that it is prudent to modify
the manner in which the capital accounts,  or any debits or credits thereto, are
computed in order to comply with such Regulation,  such modification may be made
upon written notice to both Joint  Venturers,  provided that it is not likely to
have a material effect on the amounts distributable to any Joint Venturer during
any tax year or pursuant to Section 13 hereof upon the  liquidation of the Joint
Venture. If the accountant for the Joint Venture shall determine adjustments are
necessary   or   appropriate    pursuant   to   Treasury    Regulation   Section
1.7041(b)(2)(iv),  upon  notice  to both  Joint  Venturers,  there  shall  be an
adjustment to the amounts  debited or credited to capital  accounts with respect
to (a) any property contributed to the Joint Venture or distributed to the Joint
Venturers  and (b) any  liabilities  that are  secured  by such  contributed  or
distributed  property  or that are  assumed  by the Joint  Venture  or the Joint
Venturers. The Joint Venture, after consultation with its accountant,  and after
notice to both Joint Venturers, also shall make any appropriate modifications if
unanticipated  events might  otherwise  cause this  Agreement not to comply with
Treasury Regulation Section 1.704-1(b).

     5.7 If a Joint Venturer sells its interest in the Joint Venture  subject to
the restrictions contained in this Agreement,  the remaining Joint Venturer may,
at its sole discretion make the adjustments allowed by the Internal Revenue Code
of 1986,  as amended  (the  "Code"),  and the Treasury  Regulations  promulgated
thereunder  in order to increase the basis of the  purchaser,  provided the same
may be done in accordance with rules and  regulations  applicable at the time of
such action.

     5.8 JHCSI  agrees that  Milone's  continued  employment  by, and  ownership
interest  in,  HAN and its  affiliated  entities  for the  sole  purpose  of the
operation  of  the  Joint  Venture  does  not  constitute  a  violation  of  the
JHCSI/Milone Agreement or the May Agreement;  provided,  nevertheless,  that the
JHCSI/Milone Agreement and the May Agreement (including, without limitation, the
covenant not to compete and  representations  and warranties  contained therein)
shall continue in full force and effect.

     5.9 The Joint Venture  shall pay to HAN each month,  from cleared or "good"
funds received by the Joint Venture from Guardian, an amount equal to the amount
that was paid or is then payable by HAN to QualCare pursuant to the HAN/QualCare
Agreement.

     5.10 HAN  warrants and  represents  to JHCSI that (a) HAN has no written or
oral agreement  with QualCare or its  affiliates  pursuant to which QualCare has
agreed to pay to  Milone  or HAN,  or any of their  respective  affiliates,  any
portion of the payment that QualCare will receive  pursuant to the provisions of
the HAN/QualCare Agreement,  and (b) the HAN/QualCare Agreement is in full force
and effect and HAN has not received notice from QualCare  claiming any breach of
such agreement.

     5.11 At the time of the first  distribution  from the lockbox account,  the
Joint  Venture shall pay, as an expenses of the Joint  Venturer,  the legal fees
incurred  by each Joint  Venturer  to Kurzman &  Eisenberg,  LLP and  Certilman,
Balin,  Adler & Hyman,  LLP in  connection  with drafting and  negotiating  this
Agreement and the formation of the Joint Venture.


     6. Profits and Losses.  6.1 The capital  percentage  interest of each Joint
Venturer (the "Capital Percentage  Interest") shall be as follows:

                              HAN 50%
                              JHCSI 50%

     6.2 The term "Cash  Flow"  shall  mean all  revenue  received  by the Joint
Venture  from  Guardian  or any other  source  remaining  after  payment  of all
obligations of the Joint Venture (including,  without limitation, payment to HAN
of the amounts  described  in Section  5.9) and after  provision  of  reasonable
reserves (in amounts determined jointly by the Joint Venturers).

     6.3 Net profits or net losses of the Joint  Venture  shall be  allocated to
each of the Joint Venturers in proportion to their respective Capital Percentage
Interests.  All Cash Flow of the Joint Venture shall be  distributed  to each of
the  Joint  Venturers  in  proportion  to their  respective  Capital  Percentage
Interests.  Distributions  of Cash  Flow  shall be made at such time and in such
amounts as set forth in Section 8.

     6.4 In  accordance  with Code Section  704(c) and the Treasury  Regulations
thereunder,  income,  gain,  loss,  and  deduction  with respect to any property
contributed to the capital of the Joint Venture shall,  solely for tax purposes,
be allocated  among the Joint  Venturers so as to take account of any  variation
between the  adjusted  basis of such  property to the Joint  Venture for Federal
income tax purposes and its initial  Gross Asset Value  (computed in  accordance
with the terms set forth herein).

     If the  Gross  Asset  Value  of any  Joint  Venture  asset is  adjusted  in
accordance  with the terms set forth herein,  subsequent  allocations of income,
gain,  loss and  deduction  with respect to such asset shall take account of any
variation  between  the  adjusted  basis of such  asset for  Federal  income tax
purposes  and its Gross  Asset  Value in the same  manner as under Code  Section
704(c) and the Treasury Regulations thereunder.

     Any elections or other decisions relating to such allocations shall be made
by the Joint Venture,  upon notice to both Joint  Venturers,  in any manner that
reasonably  reflects the purpose and  intention of this  Agreement.  Allocations
pursuant to this  Section 6.4 are solely for  purposes  of Federal,  state,  and
local  taxes  and shall  not  affect,  or in any way be taken  into  account  in
computing,  any Joint  Venturer's  capital account or share of profits,  losses,
other items,  or  distributions  pursuant to any  provision  of this  Agreement.
Additionally,  this  Agreement  incorporates  by  reference  the  "Minimum  Gain
Chargeback Requirement" of Section 1.704-2(f) of the Treasury Regulations.

     7.  Additional  Contributions.  Unless  unanimously  agreed  by both  Joint
Venturers,  no Joint Venturer shall be required to make any  contribution to the
Joint Venture other than as set forth in Section 5.


8. Salaries, Draws,  Distributions Payment Terms and Profit Determinations.

     8.1 No Joint Venturer shall be entitled to a salary or draw.

     8.2  Distributions  of all Cash Flow shall be made within five (5) business
days after each check is received  from  Guardian and the check for such payment
has  cleared  or become  "good"  funds.  The Joint  Venturers  will enter into a
"lockbox" agreement with a bank or other financial institution pursuant to which
all payments from Guardian will be deposited  into an account  maintained by the
lockbox agent, and each month the lockbox agent will (a) pay those expenses that
the Joint  Venture is obligated to pay  pursuant to this  Agreement  (including,
without  limitation,  the  payments to HAN  described in Section  5.9),  (b) pay
itself its  agreed  upon fees for  serving in such  capacity,  (c)  deposit  Two
Hundred  Dollars ($200) per month in the Joint  Venture's bank account  (Account
Number  028-001081) at Marine Midland Bank, 523 Middleneck Road, Great Neck, New
York 11023, (d) distribute 50% of the remaining Cash Flow to each Joint Venturer
(or as may be directed  by the Joint  Venturers  pursuant to a jointly  executed
letter of direction), and (e) send a monthly lock box account activity statement
to each Joint Venturer.

     9. Confidentiality and Restrictive  Covenant.

     9.1 Each of HAN and JHCSI is sensitive to the confidential  nature of their
relationship  to each  other,  to  QualCare  and to Guardian as provided in this
Agreement. Consequently, it is hereby agreed as follows:

     Neither HAN nor JHCSI will,  directly or indirectly,  at any time reveal or
make known to any  person,  firm,  corporation  or  business  organization,  any
customer lists,  trade secrets or any secret or confidential  information of any
kind  (collectively,  "Confidential  Information")  used by the other party (the
"Protected Party") and made known to HAN or JHCSI by reason of this Agreement or
the activities of the Joint Venture with respect to Guardian or QualCare.

     The  obligations  of this  Section 9.1 shall not apply to any  Confidential
Information  which

(a) was  demonstrably  known to the other  party  prior to  learning it from the
Protected Party;

(b) was known or generally available to the public or becomes known or generally
available to the public through no breach of this Agreement;

(c) is demonstrably  learned or developed by any party from sources  independent
of the Protected Party;

(d) a  Joint  Venturer  discloses  to  its  officers,  directors,  employees  or
professional consultants in connection with the conduct of such Joint Venturer's
business  activities  (provided that each such person shall be made aware of the
confidential  nature  of such  information  and the  requirement  that it not be
disclosed to third parties);

(e) a Joint Venturer is required disclose to any governmental agency or court of
law or by legal  process (in which case,  the  disclosing  party will attempt to
provide  the  Protected  Party  notice  and  reasonable  opportunity  under  the
circumstances to object); or

(f) a Joint Venturer  discloses in connection with the prosecution or defense of
a litigation by or among the Joint Venturers, Milone and/or the Joint Venture.

     9.2 During the term of this Agreement,  neither HAN, Milone nor JHCSI will,
directly  or  indirectly,  offer to  provide  PPO health  care cost  containment
services to Guardian within the State of New Jersey which is in competition with
the Services  offered to Guardian by the Joint Venture through the  HAN/QualCare
Agreement.  The services provided to Guardian  pursuant to the  JHCSI/Medichoice
Agreement shall not be deemed to violate the provisions of this Section 9.2.

     9.3 In the event of any conflict  between the  provisions of this Section 9
and the provisions of paragraph 8.3 of the JHCSI/Milone  Agreement dated June 7,
1994, such provisions of the JHCSI/Milone Agreement shall control.

     10. Books and Records.

     10.1 The fiscal year of the Joint  Venture  shall end on December  31. 10.2
All  accounting  records  of all Joint  Venture  business  shall be kept open to
inspection  by  either  of the  Joint  Venturers,  or  their  designee  or legal
representative,  at all reasonable  times.  The Joint Venture shall maintain its
accounting  records  and shall  report for income  tax  purposes  on the cash or
accrual basis of accounting as the Joint Venturer's  accountants shall determine
or as required by the income tax  regulations.  Both Joint Venturers  consent to
the selection of Goldstein & Ganz, P.C.,  Certified Public  Accountants,  as the
accountants  for the Joint  Venture.  Within 90 days of the end of each calendar
year,  a  complete  accounting  of the  affairs  of the Joint  Venture  shall be
prepared at the  expense of the Joint  Venture  and shall be  furnished  to each
Joint Venturer, together with such appropriate information as may be required by
each Joint  Venturer for the purpose of preparing its income tax return for that
year. The complete  accounting  shall include,  but not be limited to, a balance
sheet as of the end of the Joint Venture's  fiscal year and statements of income
for such fiscal year.  All matters of accounting for which there is no provision
in this Agreement are to be governed by generally accepted accounting principles
applied on a consistent  basis.  Each year,  JHCSI shall pay the Joint Venture's
accountant  the agreed upon  budgeted  amount to prepare and file all  necessary
year end tax returns and prepare all necessary financial statements.

     10.3 The  books  and  records  of the  Joint  Venture  shall be kept at the
offices of the Joint  Venture's  accountants,  or in such other  place as may be
agreed upon by the Joint Venturers.

     11.  Banking.  All funds of, and amounts paid to, the Joint Venture  (other
than those held by the lockbox  agent)  shall be deposited in its name in one or
more accounts at Marine Midland  Bank,523  Middleneck Road, Great Neck, New York
11023, or at such other financial  institution as the Joint Venturer's may agree
upon. All withdrawals  therefrom are to be made upon checks signed by an officer
or other designee of both Joint Venturers.

12.      Termination.

12.1     The Joint Venture shall be dissolved and terminated

(a)      at any time by mutual agreement of the Joint Venturers;

(b) by either Joint  Venturer upon 30 days notice to the other Joint Venturer if
such other Joint Venturer has materially breached this Agreement (and has failed
to cure  such  breach  within  thirty  days  after  receipt  of  written  notice
specifying  the alleged  breach,  or if such breach  cannot  reasonably be cured
within  such  thirty day period,  such cure  period  shall be extended  for such
additional  period as may  reasonably  be required to cure the breach as long as
cure of the breach is promptly commenced and diligently pursued to completion);

(c) by a Joint  Venturer of the other Joint  Venturer  has been  convicted  of a
crime or of fraud;

(d) upon the  occurrence of any event causing  dissolution  under existing state
law; or

(e) as otherwise provided in this Agreement;

in any of which  events  the  Joint  Venturers  shall  proceed  with  reasonable
promptness to liquidate the business of the Joint Venture.  The proceeds of such
liquidation shall be applied and distributed in the following order of priority,
when realized:

     (i)  First,  to the  payment  of all debts,  taxes,  obligations  and other
liabilities of the Joint Venture  (collectively,  the "Liabilities"),  including
any  Liabilities  owed to the  Joint  Venturers  or  their  affiliates,  and the
necessary expenses of liquidation.  Where there is a contingent debt, obligation
or liability,  a reasonable reserve shall be set up to meet such contingency and
if and when the  contingency  shall cease to exist,  the monies,  if any, in the
reserve shall be distributed as herein provided;

     (ii) Then, to the Joint Venturers in accordance with, and in proportion to,
their positive capital account balances; and

     (iii)  Last,  to the Joint  Venturers  pro rata in  accordance  with  their
Capital Percentage Interests.

     12.2 A reasonable time shall be allowed for the orderly  liquidation of the
assets of the Joint Venture and the discharge of  liabilities to creditors so as
to permit the sale of Joint Venture property on favorable prices or terms.

     12.3 Except as set forth above in this Section 12, no Joint  Venturer shall
have the right or power to demand or receive  property  other than cash from the
Joint Venture.

     12.4 Except as provided in Section 12.1 with respect to the  obligations of
the parties to liquidate the Joint Venture upon dissolution, upon termination of
the Joint Venture,  neither Joint Venturer shall have any further obligations to
the other or to the Joint Venture with respect to the Guardian  Agreement or the
HAN/QualCare Agreement. It is the intention of the parties that upon termination
of the Joint  Venture  each of JHCSI and HAN, and their  respective  affiliates,
shall be free to contract  with  QualCare  and  Guardian for its own benefit and
that neither JHCSI nor HAN, nor their respective  affiliates,  shall be entitled
to  participate  in any economic or other  benefit  derived  from any  agreement
entered  into  after  such  termination  by  JHCSI or HAN (or  their  respective
affiliates),  on the one hand,  and  Guardian  and/or  QualCare,  on the  other;
provided,   nevertheless,  that  if  this  Agreement  terminates  prior  to  the
termination of the JHCSI/Milone  Agreement  and/or the May Agreement,  the terms
and provisions of such  surviving  agreements  shall continue  unimpaired by the
provisions of this Section 12.4.

     The  termination of the Joint Venture shall not act to terminate,  amend or
modify or to create a breach of the JHCSI/Milone Agreement or the May Agreement.

     12.5 If either  Joint  Venturer  breaches  or fails to  perform  any of its
obligations  under this  Agreement  and such breach  remains  uncured  after the
notice and grace  period  provided in Section  12.1(b),  then in addition to any
other remedies that may be available  pursuant to this  Agreement,  at law or in
equity,  the  non-breaching  Joint  Venturer may (but shall not be obligated to)
perform the obligations  that the breaching Joint Venturer has failed to perform
on behalf of the Joint Venture  (provided that such performance shall not result
in a waiver or cure of the breach by the breaching Joint Venturer).

     13. Restrictions on Transfer; Right of First Refusal.

     13.1 No Joint Venturer shall sell, assign,  transfer,  or otherwise dispose
of all or any part of its interest in the Joint Venture, without (a) the written
consent of the other  Joint  Venturer,  which may be  withheld  at its  absolute
discretion, or (b) as otherwise permitted by Section 13.2 hereof. As a condition
precedent to any sale, assignment,  transfer or other disposition of an interest
in the Joint Venture pursuant to the preceding sentence or Section 13.2(a),  the
transferee shall execute and deliver to the Joint Venture a legally  enforceable
agreement  expressly  assuming  all  of the  terms,  conditions,  covenants  and
agreements of this  Agreement.  The sale or  disposition  of any interest in the
capital stock of a Joint Venturer by its  shareholders  or other equity owner(s)
shall  not be  considered  a sale or  disposition  of an  interest  in the Joint
Venture for the purposes of this Agreement.

     13.2  Notwithstanding  the  foregoing,  each Joint  Venturer may convey its
interest in the Joint  Venture to (a) a person or entity (i) that  controls,  is
controlled by, or is under common control with,  the Joint  Venturer,  (ii) into
which or with which such Joint Venturer  merges,  or (iii) which acquires all or
substantially  all of the  assets  of such  Joint  Venturer,  and (b) a  parent,
grandparent,  child, grandchild, brother, sister, spouse or spouse of any of the
foregoing or trust for the benefit of himself or any of the foregoing.

     13.3 Upon the happening of any of the following  events (each a "Triggering
Event")  with  respect to a Joint  Venturer  (an  "Affected  Venturer")  or with
respect to an  Affected  Venturer's  interest  in the Joint  Venture  ("Affected
Interest"),  the Joint Venture and the other Joint Venturer shall have the right
and option to purchase all or any portion of the Affected Venturer's interest in
the Joint Venture at the price and upon the terms  hereafter  provided  below in
Section 13.6.

     (a) Any involuntary transfer,  sale or other disposition of all or any part
of an interest of a Joint Venturer in the Joint Venture, whether by operation of
law, pursuant to court order,  execution of a judgment or other legal process or
otherwise,  and  including,  but not  limited  to, a  transfer  to a trustee  in
bankruptcy, receiver or assignee for the benefit of creditors.

     (b) The filing of a voluntary  petition in bankruptcy or  reorganization or
an adjudication as bankrupt or insolvent or the voluntary seeking, or consenting
to, or acquiescing in, the appointment of any trustee, receiver,  conservator or
liquidator.

     (c) The filing of an involuntary  petition in bankruptcy or  reorganization
an  adjudication  as bankrupt or insolvent  which  proceeding  is not  dismissed
within 120 days after its filing.

     (d) Any attempted  withdrawal of a Joint Venturer from the Joint Venture in
violation of this Agreement.

     13.4 Upon the occurrence of a Triggering Event, the Affected Venturer shall
forthwith  give  written  notice to the  Joint  Venture  and to the other  Joint
Venturer,  stating when the Triggering Event occurred,  the reason therefor, the
percentage  of the  interest of the  Affected  Venturer in the Joint  Venture so
affected,  and the name,  address and capacity of the transferee,  if a transfer
has occurred.  If no such notice is given,  the Joint Venture or the other Joint
Venturer may  institute  the  purchase  proceedings  by a written  notice to the
Affected Venturer.

     13.5 Upon  receipt  of any notice  specified  in  Section  13.4,  the Joint
Venture or the other Joint Venturer,  at the option of the other Joint Venturer,
shall have the right and option,  for a period  ending ninety (90) calendar days
following the determination of the purchase price of the Affected  Interest,  to
elect to purchase all of such Affected  Interest at the price and terms provided
below.

     13.6 If, as a result of a Triggering Event, all or any part of the interest
of the  Affected  Venturer  in the  Joint  Venture  has  been  transferred  to a
transferee,  such transferee  shall take and hold such interest  subject to this
Agreement and to all of the obligations and restrictions upon the Joint Venturer
from whom such  interest  was  acquired  and shall  observe and comply with this
Agreement and with all such obligations and restrictions.

     The  purchase  price for the Affected  Interest  shall be equal to the fair
market  value of such  interest as  determined  by  appraisal  conducted  at the
expense of the Joint Venture. Such appraisal shall be conducted by a person with
experience in evaluating  contracts similar to this Agreement in the health care
industry. If the parties are unable to agree upon an appraiser,  then each shall
choose  an  appraiser  and the two  appraisers  so chosen  shall  select a third
appraiser.  All of the  appraisers  so chosen shall  jointly  determine the fair
market value of the Affected  Interest.  If one appraiser is chosen, the parties
shall each pay one half of his fee.  If three  appraisers  are used,  each party
shall pay the fee of the appraiser  selected by it and shall pay one half of the
fee for the third appraiser.

     The purchase price  determined  above shall be payable,  at the purchaser's
option, either all in cash or with 50% of the purchase price paid at the closing
and the balance in equal  monthly  installments  over 24 months with interest at
the prime rate, as published in the Wall Street  Journal,  as of the date of the
closing.

     13.7 No Joint  Venturer  shall,  with  respect to its interest in the Joint
Venture:  pledge, encumber,  hypothecate,  create a security interest in or lien
on, or in any way attempt to otherwise grant, convey or transfer any interest in
or suffer to exist any lien,  attachment,  levy, execution or encumbrance on its
interest in the Joint  Venture  without  the written  consent of the other Joint
Venturer.

     13.8 HAN  represents  and warrants that during the term of this  Agreement,
Milone  shall,  on  behalf  of HAN (or of any  company  that  succeeds  to HAN's
interest in the Joint Venture),  remain  primarily  responsible for managing the
relationship with (a) Guardian pursuant to the Guardian Agreement,  (b) QualCare
pursuant  to  the  HAN/QualCare  Agreement,  and  (c)  JHCSI  pursuant  to  this
Agreement.

     13.9 HAN represents and warrants that as of the date hereof Milone owns not
less  than 60% of the  ownership  interests  in HAN,  and  that no other  person
individually owns more than 10% the ownership interests in HAN. JHCSI represents
and warrants that as of the date hereof  Juniper  Medical  Systems,  Inc. is the
only shareholder of JHCSI.

     14.  Notices.  Any notice  required or given with respect to this Agreement
shall be valid and effective  when  delivered by  registered  or certified  mail
return  receipt  requested  or by hand or by  overnight  mail or  courier  or by
telecopier to the address (or telecopier  number) as set forth below.  Any party
hereto may change such  address (or  telecopier  number) by notice  given to the
Joint Venture and the other Joint Venturers in accordance with this Section 14.

If to           HAN: HEALTH CONTAINMENT CORPORATION
                2 Gannett Drive, Suite 200
                White Plains, NY 10604
                Telecopier Number: (914) 694-6531
                Attention: Anthony V. Milone, President

with a copy to: KURZMAN & EISENBERG, LLP
                One North Broadway, 10th Floor
                White Plains, NY 10601
                Telecopier Number:  (914) 285-9855
                Attention:       Stephen R. Levy, Esq.

If to JHCSI:    JUNIPER HEALTHCARE CONTAINMENT SYSTEMS, INC.
                111 Great Neck Road, Suite 604
                Great Neck, New York 11021
                Telecopier Number: (516) 829-4391
                Attention:       Vlado Hreljanovic, President

with a copy to: CERTILMAN BALIN ADLER & HYMAN, LLP
                90 Merrick Avenue
                East Meadow, New York 11554
                Telecopier Number: (516) 296-7111
                Attention:       Gavin C. Grusd, Esq.


15.      Indemnification.

     15.1 Notwithstanding  anything to the contrary stated herein, neither Joint
Venturer,  and no  officer,  director,  member,  shareholder,  employee,  agent,
affiliate or permitted  successor or assign of either Joint  Venturer,  shall be
liable,  responsible  or  accountable in damages or otherwise to the other Joint
Venturer  or to the  Joint  Venture  for any  errors  in  judgment,  for any act
performed  by such person or entity,  or for any  omission or failure to act, if
the  performance  of such act or such  omission  or failure (a) was done in good
faith in connection with the operation of the Joint Venture,  (b) was within the
scope of the authority  conferred upon such person or entity by this  Agreement,
(c)  does not  constitute  a  breach  of  fiduciary  duty,  or a  breach  of any
representation,  warranty or covenant contained in this Agreement,  and (d) does
not constitute  willful  misconduct,  gross negligence or reckless  disregard of
duties.  If any part of this  Section  15.1  shall,  for any  reason  and to any
extent,  be invalid or  unenforceable,  this  Section 15.1 shall be construed to
exculpate the foregoing  persons and entities to the fullest extent permitted by
the law.

     15.2 The Joint Venture shall  indemnify and hold harmless each of the Joint
Venturers  and  each of  their  respective  officers,  directors,  shareholders,
affiliates, agents and employees (collectively,  the "Indemnified Persons") from
and  against  any and all  claims,  expenses  and  liabilities  made  against or
reasonably  incurred  by any such  Indemnified  Person  in  connection  with the
defense  or  disposition  of  any  claim,  lawsuit,   arbitration,   proceeding,
government  action or similar event in which any such Indemnified  Person may be
involved  or with  which any such  Indemnified  Person may be  threatened,  with
respect to or arising out of any act performed by such Indemnified Person or any
omission or failure to act by such Indemnified Person if the performance of such
act or such  omission  or  failure  (a) was done in good  faith  for the  direct
benefit  of the  Joint  Venture,  (b) was  within  the  scope  of the  authority
conferred upon such person or entity by this Agreement,  (c) does not constitute
a breach of  fiduciary  duty,  or a breach of any  representation,  warranty  or
covenant  made by the  Indemnified  Person in this  Agreement,  and (d) does not
constitute willful misconduct, gross negligence or reckless disregard of duties.

     The Joint  Venture's  indemnification  obligations  under this  Section 5.2
shall not apply with respect to (1) any proceeding  brought by the Joint Venture
or a Joint Venturer,  or (2) any claim asserted or proceeding brought against an
Indemnified  Person by any  present,  future or  former  shareholder  of a Joint
Venturer,  or by any  taxing or  governmental  or  regulatory  authority  having
jurisdiction with respect to the business conducted by such Indemnified Person.

     15.3 HAN shall  indemnify and hold harmless the Joint Venture and JHCSI and
its shareholder, officers and directors, affiliates and employees (collectively,
the "JHCSI Indemnified Party") from and against any and all claims, expenses and
liabilities  made  against or  reasonably  incurred by the Joint  Venture or any
JHCSI  Indemnified  Party in connection  with the defense or  disposition of any
claim,  lawsuit,  arbitration,  proceeding,  government  action or similar event
brought by QualCare with respect to the HAN/QualCare Agreement in which any such
JHCSI Indemnified Party may be involved or with which any such JHCSI Indemnified
Party may be threatened,  with respect to or arising out of any act performed by
HAN or any omission or failure to act by HAN if the  performance  of such act or
such  omission or failure (a) was not done in good faith for the direct  benefit
of the Joint  Venture,  (b) was not within the scope of the authority  conferred
upon HAN by this  Agreement,  (c)  constitutes a breach of a breach of fiduciary
duty, or any representation, warranty or covenant made by HAN in this Agreement,
and (d) constitutes willful  misconduct,  gross negligence or reckless disregard
of duties by HAN.

     15.4 JHCSI shall  indemnify and hold harmless the Joint Venture and Milone,
HAN  and  its  shareholders,   officers,  directors,  affiliates  and  employees
(collectively, the "HAN Indemnified Party") from and against any and all claims,
expenses  and  liabilities  made  against or  reasonably  incurred  by the Joint
Venture  or any  HAN  Indemnified  Party  in  connection  with  the  defense  or
disposition of any claim, lawsuit, arbitration, proceeding, government action or
similar event in which the Joint Venture or any such HAN  Indemnified  Party may
be involved or with which the Joint  Venture or any such HAN  Indemnified  Party
may be  threatened,  with  respect to or arising  out of any claim  asserted  or
proceeding  brought against the Joint Venture or a HAN Indemnified Person (a) by
any present,  future or former  shareholder of JHCSI or Juniper Medical Systems,
Inc., or (b) by any federal,  state or local  government,  or entity  exercising
governmental   executive,   legislative,   judicial,   taxing,   regulatory   or
administrative  functions,  with respect to the  business  conducted by JHCSI or
Juniper Medical Systems,  Inc. (exclusive of the business conducted by the Joint
Venture).

         15.5     Indemnification Procedures.

(a)  Definitions.

     As used in this Section 15.5, the term  "Indemnified  Party" shall mean any
     person or entity who is entitled to be indemnified pursuant to this Section
     15;  and the term  "Indemnitor"  shall  mean any  person or  entity  who is
     obligated to indemnify  another  person or entity  pursuant to this Section
     15.

(b) Claim Notices.

     The  Indemnified  Party shall send a written notice (the "Claim Notice") to
     the  Indemnitor  upon the  occurrence  of any event or the discovery of any
     facts,  or the  commencement  of any  litigation or proceeding  against the
     Indemnified  Party  which  might give rise to a claim for  indemnification.
     Each  Claim  Notice  shall be given  as  promptly  as  possible  after  the
     Indemnified  Party  has  actual  notice  of such  event,  state  of  facts,
     litigation  or  proceeding  and it appears  reasonably  probable  that such
     event, state of facts,  litigation or proceeding might involve matters that
     would give rise to a claim for indemnification against any Indemnitor. Each
     Claim  Notice shall  specify,  with  particularity,  the nature and, to the
     extent ascertainable, the amount of the claim.

 (c) Defense of Claims.

     The  Indemnitor  shall  have the right,  using  experienced  attorneys,  to
     litigate or otherwise  contest,  compromise or settle (at the  Indemnitor's
     expense) any such claim described in a Claim Notice.  The Indemnified Party
     shall have the right to retain counsel and participate,  at the Indemnified
     Party's sole expense, in the defense of any action or proceeding brought in
     connection with such a claim.

(d) Cooperation.

     Each  Indemnified  Party  shall  cooperate  fully  with the  Indemnitor  in
     connection with the litigation,  contest,  compromise and settlement of all
     claims that are subject to indemnification.

     16.      Miscellaneous.

     16.1 This  Agreement  shall be binding upon and inure to the benefit of the
parties hereto and their respective legal representatives, successors, heirs and
assigns       (collectively       "Successors-In-Interest"),       and      such
Successors-In-Interest,   whether  acquiring  such  interest  by  way  of  gift,
purchase,  foreclosure, or by any other method, shall hold such interest subject
to all of the terms and provisions of this Agreement.  16.2 This Agreement shall
be governed by and  construed  in  accordance  with the laws of the State of New
York applicable to agreements made and to be performed wholly in such State.

     16.3 This Agreement  (together with any schedules and exhibits hereto) sets
forth the entire  agreement and  understanding  of the parties in respect of the
subject matter hereof and supersedes all prior and  contemporaneous  agreements,
arrangements and understandings relating to the subject matter hereof.
16.4 This  Agreement  may he amended or  modified  only by a written  instrument
executed by each party hereto or, in the case of a waiver,  by the party waiving
compliance.  The failure of a party at any time or times to require  performance
of any provisions  hereof shall in no manner affect the party's right at a later
time to  enforce  the same.  No  waiver  by any party of the  breach of any term
contained in this Agreement, whether by conduct or otherwise, in any one or more
instances  shall be deemed to be or construed as a further or continuing  waiver
of any such breach or of the breach of any other term of this Agreement.

     16.5  Reference to this  Agreement  herein shall  include any  amendment or
renewal hereof.

     16.6 If any  provision  of this  Agreement  shall be held to be  invalid or
unenforceable,  such  invalidity or  unenforceability  shall attach only to such
provision and only to the extent such  provision  shall be held to be invalid or
unenforceable  and shall not in any way affect the validity or enforceability of
the  other  provisions  hereof,  all of which  provisions  are  hereby  declared
severable,  and  this  Agreement  shall be  carried  out as if such  invalid  or
unenforceable provision or portion thereof was not embodied herein.

     16.7 This Agreement may be executed in several counterparts,  each of which
shall be an original,  but all of which  together  shall  constitute one and the
same agreement. The headings in this Agreement are solely for the convenience of
the parties, and are not intended to and do not limit, construe or modify any of
the terms and  conditions  hereof.  Any pronouns and any variation  thereof used
herein shall be deemed to refer to the masculine,  feminine, neuter, singular or
plural, as the identity of the parties may require.

     16.8 The parties  acknowledge that they are, and shall remain,  independent
contractors  and that the execution of this Agreement by each of them,  does not
create, nor shall it be construed as creating, any relationship of principal and
agent, of partnership,  joint-venture, affiliate or subsidiary between them, and
that neither party shall be severally or jointly responsible for the acts of the
other party.

     16.9  Notwithstanding  any  provision  contained  in this  Agreement to the
contrary,  each party  hereby  waives any right that it might now have or may in
the future  acquire to assert any claim against the other for  consequential  or
punitive  damages  in  connection  with any  breach  by the  other  party of its
obligations under this Agreement.

     16.10 HAN and JHCSI shall bear all legal fees and costs in connection  with
the  formation of the Joint Venture and  preparation  of this  Agreement,  on an
equal basis.

     IN WITNESS WHEREOF,  the parties have executed this Agreement as of the day
and year first above written.

                              HEALTH CONTAINMENT CORPORATION


                              By:/s/Anthony Milone
                                  Anthony Milone, President



                              JUNIPER HEALTHCARE CONTAINMENT SYSTEMS, INC.


                              By:/s/Vlado Hreljanovic
                                  Vlado Hreljanovic, President



                              /s/ANTHONY MILONE
                               ANTHONY MILONE
                              only as to applicable provisions hereof.