The Riverview Complex
                                                    Riverview I
                                                 245 First Street
                                             Cambridge, Massachusetts
                                                 ("the Building")

                                                 SECOND AMENDMENT
                                                  April 10, 1997

LANDLORD:   Beacon Properties, L.P., successor-in-interest to Riverview Building
            Combined Limited Partnership

TENANT:     HPR Inc., formerly known as Health Payment Review, Inc.

EXISTING
PREMISES:  Space on the fifth  (5th)  floor of the  Building,  agreed to contain
     18,578 square feet of rentable  area, and space on the sixth (6th) floor of
     the Building, agreed to contain 9,422 square feet of rentable area (both as
     shown in "Exhibit A" to the  Lease),  for a total of 28,000  square feet of
     rentable area, plus the mezzanine storage level between the fifth (5th) and
     sixth (6th) floors of the Building

LEASE
EXECUTION
DATE:      June 2, 1995

TERMINATION  DATE:  August 31, 2003 

PREVIOUS LEASE  AMENDMENTS:  Amendment #1 to Lease dated as of May 16, 1996
 
SECOND AMENDMENT ADDITIONAL PREMISES: 

The entire third (3rd) floor of the  Building,  agreed to contain  20,069 square
feet of rentable area,  substantially as shown on Exhibit A, Second Amendment, a
copy of which is attached hereto and incorporated by reference herein




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WHEREAS, the Second Amendment Additional Premises,  as well as other premises in
the Building, are presently leased by Open Market, Inc. ("Open Market") pursuant
to a lease  dated March 9, 1995,  as amended,  with  Landlord's  predecessor  in
interest;

         WHEREAS,  Tenant is presently  negotiating with Open Market to sublease
the Second  Amendment  Additional  Premises  for a term  expiring on January 31,
2001;

         WHEREAS,  Tenant  desires to  continue  to occupy the Second  Amendment
Additional  Premises  after the expiration of the term of its sublease with Open
Market; and

         WHEREAS,  Landlord is willing to lease the Second Amendment  Additional
Premises to Tenant on the terms and conditions hereinafter set forth;

         NOW THEREFORE,  the above-described  lease, as previously amended ("the
Lease"), is hereby further amended as follows:

         I .    DEMISE OF THE SECOND AMENDMENT ADDITIONAL PREMISES

         Landlord  hereby demises and leases to Tenant,  and Tenant hereby hires
and takes from Landlord,  the Second  Amendment  Additional  Premises for a term
commencing as of the Rent  Commencement  Date in respect of the Second Amendment
Additional Premises, as hereinafter defined, and expiring as of August 31, 2003.
Said demise of the Second Amendment Additional Premises shall be upon all of the
same terms and  conditions  of the Lease  applicable  to the  Existing  Premises
(including, without limitation, Tenant's obligation to pay utilities pursuant to
Article 8 of the Lease and Tenant's  extension  options as set forth in Addendum
#2 of the Lease) except as follows:

         A.       Rent Commencement Date.

The  Rent  Commencement  Date in  respect  of the  Second  Amendment  Additional
Premises shall be February 1, 2001,  provided  however,  that if, for any reason
the term of the Open Market Lease  terminates  prior to January 3 1, 2001,  then
the  Rent  Commencement  Date in  respect  of the  Second  Amendment  Additional
Premises  shall be the day  immediately  following the date as of which the Open
Market Lease terminates.

         B.     Annual Base Rent

         The Annual  Base Rent in respect  of the  Second  Amendment  Additional
Premises shall be as follows:







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                  (1) With  respect to the period of time (if any)  between  the
                  Rent  Commencement  Date in respect  of the  Second  Amendment
                  Additional  Premises and January 31, 2001 ("Early Term"),  the
                  Annual Base Rent in respect of the Second Amendment Additional
                  Premises  shall  be  Four  Hundred  Twenty-One  Thousand  Four
                  Hundred  Forty-Nine  and OO/100  ($421,449.00)  Dollars  (i.e.
                  monthly payments of $35,120.75).

                  (2) With  respect to the period of time  between  February  1,
                  2001 and August 31,  2003,  the Annual Base Rent in respect of
                  the Second Amendment Additional Premises shall be Five Hundred
                  Eighty-Seven   Thousand  Eighteen  and  25/100   ($587,018.25)
                  Dollars (i.e. monthly payments of $48,918.19).

         C.      Tenant's Percentage

         Tenant's  Percentage  in  respect of the  Second  Amendment  Additional
Premises  shall be 7.63%.  For the  purposes  of  Section  6.2(b) of the  Lease,
Tenant's Percentage in respect of the Second Amendment  Additional Premises will
be deemed to be 18.41 %.

         D.      Annual Operating Cost Stop

         With respect to the Early Term (if any), the Annual Operating Cost Stop
with  respect  to the Second  Amendment  Additional  Premises  shall be equal to
Tenant's share of Operating  Costs for the 1996 calendar  year.  With respect to
the period of time  between  February  1, 2001 and August 31,  2003,  the Annual
Operating Cost Stop in respect of the Second Amendment Additional Premises shall
be equal to Tenant's  share of Operating  Costs for the 1996  calendar  year, as
reconciled in accordance with the provisions of the Lease.

         E.      Annual Tax Stop

         With  respect  to the Early  Term (if any),  the  Annual  Tax Stop with
respect to the Second Amendment  Additional  Premises shall be equal to Tenant's
share of Taxes for the 1996  calendar  year.  With respect to the period of time
between  February 1, 2001 and August 31, 2003, the Annual Tax Stop in respect of
the Second  Amendment  Additional  Premises  shall be equal to Tenant's share of
Taxes  for the  1996  calendar  year,  as  reconciled  in  accordance  with  the
provisions of the Lease.

         F.      Base Building BVA C Service in Raised Floor Computer Area

         Landlord  shall  have no  obligation  to  provide  base  building  HVAC
services to the raised floor  computer area in the Second  Amendment  Additional
Premises.

         G.      Parking




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         Commencing  as of the Rent  Commencement  Date in respect of the Second
Amendment  Additional  Premises and ending on the Parking  Termination  Date, as
defined in Article 14.2 of the Lease,  Landlord  shall make available to Tenant,
and  Tenant  agrees  to pay for  twenty-right  (28)  additional  Garage  Parking
Permits.  The  monthly fee  payable by Tenant  with  respect to each  additional
Garage  Parking  Permits  shall be the same as the  monthly  fee for the  Garage
Parking Permits initially  granted to Tenant.  The provisions of Article 14.2 of
the Lease shall apply to Tenant's use of the Garage and said  additional  Garage
Parking Permits.

         H.      Extension Options

         For the  purposes of  Paragraph  5(c) of Addendum #2 of the Lease,  the
term  "fair  rental  value"  with  respect to the  Second  Amendment  Additional
Premises shall be computed as of the date in question at the then current annual
rental  charge  (i.e.,  the sum of Annual  Base Rent plus  escalation  and other
charges),  including  provisions for subsequent  increases and other adjustments
for leases or agreements to lease then currently being negotiated,  as evidenced
by signed  letters of intent,  or executed in  comparable  space  located in the
Building,  or if no  leases or  agreements  to lease  are then  currently  being
negotiated,  as  evidenced  by signed  letters of  intent,  or  executed  in the
Building,  the fair rental value shall be  determined  by reference to leases or
agreements to lease then currently  being  negotiated or executed for comparable
space located  elsewhere in first:-class  office buildings located in Cambridge.
In  determining  Fair Market Rental Value the following  factors,  among others,
shall be taken into account and given effect: size, location of premises,  lease
term, condition of building, and services provided by the Landlord.

         1.  In  the  event  that  any  of  the  provisions  of  the  Lease  are
inconsistent with this Amendment or the state of facts contemplated  hereby, the
provisions of this Amendment shall control.

         2.    CONDITION OF SECOND AMENDMENT ADDITIONAL PREMISES

                  Notwithstanding  anything  to the  contrary  herein  or in the
  Lease contained,  Tenant shall lease the Second Amendment  Additional Premises
  "as-is",  in the condition in which the Second Amendment  Additional  Premises
  are in as of February 1, 2001,  without any obligation on the part of Landlord
  to prepare or construct the Second Amendment  Additional Premises for Tenant's
  occupancy and without any warranty or  representation  on the part of Landlord
  as to the  condition  of the Second  Amendment  Additional  Premises.  Without
  limiting the foregoing, Paragraph 2 and Exhibit "B" of the Lease shall have no
  applicability to the Second Amendment Additional Premises.







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3.       INAPPLICABLE LEASE PROVISIONS

         Exhibit "C" of the Lease shall have no  applicability  to nor any force
         or effect in respect of the Second Amendment Additional Premises.

         4.       BROKER

         Tenant  represents and warrants that it has no dealings with any agent,
         broker,  finder  or  other  person  who is or might  be  entitled  to a
         commission or other fee from  Landlord in  connection  with this Second
         Amendment,  except for The Columbia Group, and will indemnify  Landlord
         and  hold  it  harmless  from  any   Liabilities  for  breach  of  this
         representation or warranty.  Tenant shall be solely responsible for any
         commissions or other fees due to The Columbia Group.

         5.       NOTICES

         For all  purposes of the Lease,  the notice  address for Landlord is as
follows:

                  Beacon Properties, L.P.
                  c/o Beacon Properties Corporation 50 Rowes Wharf
                  Boston, MA 02110
                  Attn:    General Partner

         6.       LANDLORD'S RIGHT TO RELOCATE SECOND AMENDMENT ADDITIONAL 
                  PREMISES

         During  the  term of the  Lease  in  respect  of the  Second  Amendment
Additional  Premises,  Landlord  shall  have the  right,  which  right  shall be
exercisable  upon written  notice to Tenant,  to relocate  the Second  Amendment
Additional  Premises to the  entirety of the fourth  (4th) floor of the Building
("Relocation  Premises").  If Landlord  exercises  such  relocation  right,  the
following provisions shall apply.

         A.       Landlord's Relocation Premises Work.

         Landlord  shall  perform  such work  ("Landlord's  Relocation  Premises
Work")  in the  Relocation  Premises  as is  necessary  to make  the  Relocation
Premises  substantially  equivalent,  in construction and finish,  to the Second
Amendment  Additional  Premises.  The  date as of  which  Landlord's  Relocation
Premises Work is  substantially  completed  shall be defined as the  Substantial
Completion  Date.  Landlord  shall give  Tenant  written  notice  setting  forth
Landlord's  good faith  estimate of when the  Substantial  Completion  Date will
occur at least thirty (30) days prior to the Substantial Completion Date. Tenant
shall  relocate on the date  ("Relocation  Date") as to which Landlord has given
Tenant thirty (30) days' advance notice, provided that the




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Substantial  Completion  Date has occurred prior to the Relocation  Date. On the
Relocation Date,  Tenant shall vacate the Second Amendment  Additional  Premises
and deliver them to Landlord and Tenant shall demise the Relocation  Premises in
lieu of the Second Amendment Additional Premises.

        B.        Landlord's Obligation to Reimburse Tenant for the Unamortized 
                  Portion of Tenant's Construction Costs.

       (1) Landlord  shall  reimburse  Tenant for the  Unamortized  Portion,  as
         hereinafter  defined,  of Tenant's  Construction  Costs, as hereinafter
         defined.- The Unamortized Portion of Tenant's  Construction Costs shall
         be applied to the cost of Landlord's  Relocation  Premises  Work.  Such
         application  shall be effected by check from  Landlord  made payable to
         Tenant and to Landlord jointly.  Tenant shall, within three (3) days of
         presentation  by Landlord  endorse  such check to  Landlord.  If Tenant
         fails  timely to endorse such check,  Landlord  shall have the right to
         cancel  the  submitted  check  and  apply the  Unamortized  Portion  of
         Tenant's  Construction  Costs without endorsing a joint check to Tenant
         as aforesaid.

       (2) If the Unamortized Portion of Tenant's Construction Costs exceeds the
       cost of  Landlord's  Relocation  Premises  Work,  then such excess may be
       applied to the costs  incurred by Tenant for Tenant's  Moving  Costs,  as
       hereinafter defined.

       (3) If the Unamortized Portion of Tenant's Construction Costs exceeds the
       sum of both the cost of Landlord's  Relocation Premises Work and Tenant's
       Moving Costs, then Landlord shall pay such excess to Tenant.

       (4) Any payment to Tenant under clause (3) of this  Subparagraph  B shall
       be made after Tenant has first taken occupancy of the Relocation Premises
       and the cost of Landlord's Relocation Premises Work has been determined.

         C.      Landlord's Obligation to Pay for Landlord's Relocation 
                 Premises Work and to Reimburse Tenant for Tenant's Moving Costs

         To the extent that the  Unamortized  Portion of  Tenant's  Construction
Costs  is  insufficient  to pay for the  entire  cost of  Landlord's  Relocation
Premises Work and/or Tenant's Moving Costs, Landlord shall pay such costs.

         D.       Definitions.

         (1) "Tenant's  Construction Costs" shall be equal to the lesser of. (x)
Five Hundred  Fifty-One  Thousand Eight Hundred  Ninety-Seven and 50/100 Dollars
($551,897.50), or (y) the cost of the leasehold improvements installed by Tenant
in the Second Amendment Additional Premises. Tenant shall, on or before December
31, 1997, deliver to Landlord paid invoices reasonably  satisfactory to Landlord
evidencing the amount of Tenant's  Construction Costs. If Tenant fails timely to
submit evidence of any such cost to Landlord, such cost shall not be included as
a Tenant Construction Cost.

                  (2)  "Unamortized  Portion"  shall be defined as the amount of
principal  which would remain unpaid as of the Relocation Date with respect to a
loan with a ten-n  running  from  July 1, 1997  through  August  31,  2003 in an
original  principal  amount  equal to Tenant's  Construction  Costs and which is
repaid in equal  monthly  payments of principal  and interest at the rate of ten
(IO%) percent per annum.

         (3) "Tenant's  Moving Costs" shall be defined as the reasonable cost of
physically  relocating  Tenant's personal property and equipment from the Second
Amendment  Additional  Premises  to  the  Relocation  Premises.  Landlord  shall
reimburse  Tenant  for  Tenant's  Moving  Costs  within  thirty  (30) days after
Landlord receives paid invoices from Tenant reasonably  satisfactory to Landlord
evidencing such costs.

         7.       CONDITION OF LANDLORDS EXECUTION

         The parties acknowledge that Landlord and Tenant are only willing to
enter into this  Second  Amendment  in the event  that  Tenant  enters  into the
Sublease  with Open  Market.  Therefore,  both  parties  shall  have the  right,
exercisable  upon  written  notice to the other party,  to render the  foregoing
Second  Amendment void and without force or effect,  unless all of the following
events occur:

        a.       Tenant executes and delivers this Second Amendment to Landlord;

        b.       Open Market enters into the Sublease with Tenant; and

        c.       Landlord grants its written consent to the Sublease.

         8. As herein amended, the Lease is ratified,  confirmed and approved in
all respects.









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WHEREFORE,  the parties  have  hereunto set their hands and seals as of the date
first written above.


LANDLORD:                                                     TENANT:
BEACON PROPERTIES, L.P.                                       HPR INC.

By: Beacon Properties Corporation,
    General Partner

By: /s/ Douglas S Mitchell                              By: /s/ Brian D. Cahill
Douglas S Mitchell                                      Brian D. Cahill
Senior Vice President                                   Chief Operating Officer

Date Signed: 4/11/97                                      Date Signed: 4/11/97