HPR INC.





                       EXECUTIVE SEPARATION BENEFITS PLAN





                            Effective January 1, 1997







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                                    HPR INC.


                       EXECUTIVE SEPARATION BENEFITS PLAN



                                TABLE OF CONTENTS

                                                                              
SECTION 1 - GENERAL  INFORMATION
 
1.1 Adoption and Purpose of Plan 
1.2 Status of Plan 
1.3 Summary Plan Description 
1.4 Effective Date 
1.5 Plan Year

SECTION 2 - DEFINITIONS

   2.1 "Base Pay"
   2.2 "Board"
   2.3 "Change in Control"
   2.4 "Covered Termination"
   2.5 "Effective Date"
   2.6 "Eligible Employee"
   2.7 "Eligibility Conditions"
   2.8 "Company"
   2.9 "ERISA"
   2.10 "Good Cause"
   2.11 "Good Reason"
   2.12 "Participant"
   2.13  "Plan"
   2.14  "Plan Administrator"
   2.15  "Plan Year"
   2.16  "Separation Benefits Period"
   2.17  "Separation Pay"
   2.18 "Special CIC Benefits"
SECTION 3 -  BENEFITS  UNDER  THE PLAN 
3.1  Types of  Benefits
3.2  Eligibility Conditions;  No  Mitigation  
3.3  Amount of  Separation  Pay
3.4  Payment  of Benefit
3.5 Outplacement Assistance Benefits
3.6 Continued Eligibility For Benefit Programs
3.7 Effect of Certain Covered Terminations on Certain Stock Options
3.8 Individual Arrangements

SECTION 4 - PLAN AMENDMENT AND TERMINATION
   4.1 Employer's Right to Amend or Terminate Plan
   4.2 Method of Amendment or Termination

SECTION 5 - PLAN ADMINISTRATION
   5.1 Plan Administrator
   5.2 Records
   5.3 Reliance
   5.4 Indemnification

SECTION 6 - MISCELLANEOUS  MATTERS 
6.1  Information  Required 
6.2 No Guaranty of Employment  
6.3  Exclusive  Plan 
6.4 Sole Source for Payment of Benefits
6.5 Non-Alienation 6.6 No Vesting
6.7 Obligations to Withhold and Pay Taxes
6.8 Governing Law

SECTION 7 - CLAIMS PROCEDURE
7.1 Claim for Benefits
7.2 Appeals

SECTION 8 - ERISA RIGHTS
8.1 Participants' Rights
8.2 Fiduciary Duties
8.3 Enforcement of Rights






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                                          SECTION 1 - GENERAL INFORMATION





         1.1......Adoption  and Purpose of Plan. The Employer hereby adopts this
Executive  Separation  Benefits Plan to provide certain  separation  benefits to
Eligible Employees in accordance with the terms and conditions of the Plan.


         1.2......Status  of Plan.  The Plan and this  document  are intended to
comply with all applicable state and federal laws regarding severance pay plans,
specifically  Title I of ERISA.  The Plan is intended  to be a "welfare  benefit
plan," as defined in ERISA,  and not a "pension benefit plan." The Plan does not
provide any pension or retirement benefits of any nature to any person.


         1.3......Summary  Plan  Description.  The Plan  Administrator is hereby
authorized  to use  this  document  embodying  the  Plan,  as from  time to time
amended,  to satisfy all of the Plan's "summary plan  description"  requirements
pursuant to ERISA.


         1.4......Effective Date.  The Plan is effective as of January 1, 1997.
                  --------------


         1.5......Plan Year. For recordkeeping and reporting purposes,  the Plan
Year shall be the twelve-month period ending each December 31.


                                              SECTION 2 - DEFINITIONS


         2.1......"Base  Pay" means an Eligible  Employee's  highest annual base
salary rate paid during the twenty-four  months (or total  employment,  if less)
immediately  preceding termination of the employee's employment due to a Covered
Termination.  The term Base Pay shall exclude all other types of compensation or
remuneration to an employee, and shall exclude without limitation bonuses of any
kind, overtime pay and shift  differentials,  contributions (other than employee
salary-reduction  contributions)  to any  retirement or other  employee  benefit
plans,  commissions,  profit sharing payments,  incentive  payments of any kind,
special  payments of any kind (including  without  limitation  business  expense
reimbursements,   tuition   reimbursements   and   flexible   spending   account
reimbursements) and contingent compensation of any kind.


         2.2......"Board" means the Employer's Board of Directors.


         2.3......"Change  in Control" A Change In Control of the Employer  will
occur upon:


         .........(a) The acquisition by any individual, entity or group (within
the meaning of Sections  13(d)(3) or 14(d)(2) of the Securities  Exchange Act of
1934 (the  "Exchange  Act")) (a "Person") of  beneficial  ownership  (within the
meaning of Rule 13d-3  promulgated under the Exchange Act) of 50 percent or more
of either (i) the then  outstanding  shares of the Employer's  common stock (the
"Common Stock") or (ii) the combined voting power of the then outstanding voting
securities  of the  Employer  entitled to vote  generally in the election of the
directors (the "Outstanding  Employer Voting  Securities");  provided,  however,
that the following  acquisitions  shall not constitute a Change in Control:  (A)
any acquisition  directly from the Employer  (excluding an acquisition by virtue
of the exercise of a conversion privilege);  (B) any acquisition by the Employer
or by any  corporation  controlled by the Employer;  (C) any  acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Employer
or any  corporation  controlled by the Employer;  or (D) any  acquisition by any
corporation   pursuant  to  a  consolidation  or  merger,   if,  following  such
consolidation  or merger,  the  conditions  described in clauses (i) and (ii) of
paragraph (c) of this definition are satisfied; or


         .........(b)  Individuals who, as of the Effective Date, constitute the
Board (the  "Incumbent  Board")  ceasing for any reason to constitute at least a
majority  of the  Board;  provided,  however,  that any  individual  becoming  a
director  subsequent to the Effective  Date whose  election,  or nomination  for
election by the Employer's shareholders, was approved by a vote or resolution of
at least a majority of the directors then  comprising the Incumbent  Board shall
be considered as though such  individual  were a member of the Incumbent  Board,
but excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of either an actual or threatened election contest (as
such  terms are used in Rule  14a-11 of  Regulation  14A  promulgated  under the
Exchange Act) or other actual or threatened  solicitation of proxies or consents
by or on behalf of a Person other than the Board.


         .........(c)  Adoption  by  the  Board  of a  resolution  approving  an
agreement of  consolidation  of the Employer with or merger of the Employer into
another  corporation  or business  entity in each case,  unless,  following such
consolidation  or merger,  (i) more than 50 percent of,  respectively,  the then
outstanding  shares  of  common  stock of the  corporation  resulting  from such
consolidation or merger and/or the combined voting power of the then outstanding
voting  securities  of such  corporation  or  business  entity  entitled to vote
generally  in the  election of directors  (or other  persons  having the general
power to direct the affairs of such entity) is then beneficially owned, directly
or indirectly,  by all or substantially  all of the individuals and entities who
were the beneficial  owners,  respectively,  of the Common Stock and Outstanding
Employer Voting Securities  immediately prior to such consolidation or merger in
substantially the same proportions as their ownership, immediately prior to such
consolidation or merger, of the Common Stock and/or Outstanding  Employer Voting
Securities,  as the case may be and (ii) at least a majority  of the  members of
the board of directors  (or other group of persons  having the general  power to
direct the affairs of the corporation or other business  entity)  resulting from
such  consolidation or merger were members of the Incumbent Board at the time of
the  execution of the initial  agreement  providing  for such  consolidation  or
merger;  provided that any right which shall vest by reason of the action of the
Board pursuant to this paragraph (c) shall be divested, with respect to any such
right  not  already  exercised,  upon (A) the  rejection  of such  agreement  of
consolidation  or  merger  by the  stockholders  of  the  Employer  or  (B)  its
abandonment by either party thereto in accordance with its terms; or


         .........(d)  Adoption by the requisite majority of the whole Board, or
by the holders of such  majority of stock of the  Employer as is required by law
or by the  Certificate  of  Incorporation  or By-Laws of the Employer as then in
effect,  of  a  resolution  or  consent   authorizing  (i)  the  liquidation  or
dissolution  of the  Employer  or (ii) the sale or other  disposition  of all or
substantially all of the assets of the Employer,  other than to a corporation or
other  business  entity  with  respect  to which,  following  such sale or other
disposition,  (A) more than 50 percent of,  respectively,  the then  outstanding
shares of common stock of such  corporation  and/or the combined voting power of
the outstanding  voting  securities of such corporation or other business entity
entitled to vote generally in the election of directors (or other persons having
the  general  power to direct the affairs of such  entity) is then  beneficially
owned,  directly or indirectly,  by all or substantially  all of the individuals
and entities who were the beneficial owners,  respectively,  of the Common Stock
and Outstanding  Employer Voting  Securities  immediately  prior to such sale or
other  disposition in  substantially  the same  proportions as their  ownership,
immediately prior to such sale or other disposition,  of the Common Stock and/or
Outstanding  Employer Voting securities,  as the case may be, and (B) at least a
majority  of the  members of the board of  directors  (or other group of persons
having the  general  power to direct the  affairs of such  corporation  or other
entity) were members of the Incumbent  Board at the time of the execution of the
initial  agreement  or  action  of the  Board  providing  for such sale or other
disposition of assets of the Employer;  provided that any right which shall vest
by  reason  of the  action of the  Board or the  stockholders  pursuant  to this
paragraph  (d) shall be  divested,  with  respect to any such right not  already
exercised,  upon the  abandonment by the Employer of such  dissolution,  or such
sale or other disposition of assets, as the case may be.


         A Change in Control  shall not occur upon the mere  reincorporation  of
the Employer in another state.


         2.4......"Covered  Termination"  means the  termination  of an Eligible
Employee's employment (a) either (i) by the Eligible Employee for Good Reason or
(ii)  involuntarily  by the  Employer  (or its  successor  following a Change in
Control) for a reason other than Good Cause or disability and (b) in the case of
eligibility  for  Special  CIC  Benefits  only,  on or after the date on which a
Change in Control  occurs and on or before the second  anniversary of such date.
The term  Covered  Termination  shall not include the  transfer of the  Eligible
Employee's employment to the Employer's successor following a Change in Control,
provided that such transfer does not constitute or result in the employee having
Good Reason to resign.


         2.5......"Effective Date" means the date set forth in Subsection 1.4 
above.


         2.6......"Eligible  Employee"  means an  individual  who  either (a) is
designated on Appendix A to this Plan as of the date of a Covered Termination or
(b) was an officer of the Employer on the date of a Change in Control  occurring
within two years before the Covered Termination.


         2.7......"Eligibility  Conditions"  means the conditions on eligibility
for Separation Pay set forth in Subsection 3.2 below.


         2.8......"Employer"  means HPR Inc., a corporation  organized under the
laws of Delaware, and its subsidiaries.  To the extent required to carry out the
intent of this  Plan,  the term  Employer  shall  also  refer to the  Employer's
successor following a Change in Control.


         2.9......"ERISA" means the Employee Retirement Income Security Act of 
1974, as amended.


         2.10....."Good  Cause"  means an  Eligible  Employee's  (a) willful and
continuing  failure  substantially to perform duties assigned in good faith from
time to time by the  Employer  (provided  that such  failure  is not  solely the
result  of (i) a  disability  established  to the  satisfaction  of  either  the
Employer's Chairman or a majority of its Board or (ii) a leave of absence either
granted in writing by the Employer or guaranteed by applicable law or (iii) some
other  reason  agreed to in  advance  by either  the  Employer's  Chairman  or a
majority  of its  Board);  or (b)  willful  conduct  which is  demonstrably  and
materially  injurious  to the  Employer;  or (c)  conviction  of a  felony  or a
misdemeanor involving the theft, misappropriation or embezzlement of property of
the Employer.


         No termination of an Eligible  Employee's  employment shall be for Good
Cause unless: (a) notice of such Good Cause is provided to the employee by or on
behalf  of the  Board;  and (b) no valid  prior or  simultaneous  notice of Good
Reason has been given by the  employee;  and (c) the  employee  is  afforded  an
opportunity  to be heard  before the Board,  represented  by counsel;  and (d) a
majority of the Board then  determines that Good Cause exists for the employee's
termination;  and (e) only if and to the extent a cure-period is permitted under
any separate  agreement between the Employer and the employee,  the employee has
failed to timely cure such asserted Good Cause. The required hearing need not be
held before the Eligible Employee's termination occurs, but it must be within 30
days after the required  notice of asserted Good Cause is given to the Employee,
unless the employee agrees to a postponement.


         For purposes of this subsection, the term Board shall include the board
of  directors  (or body with a similar  function)  of the  Employer's  successor
following a Change in Control.


     .........2.11 "Good Reason" means an Eligible  Employee's  resignation from
his or her  employment  due  to:  (a) a  substantial  reduction  imposed  by the
Employer in the  responsibilities  of the employee's position with the Employer;
or (b) a  reduction  in the  employee's  Base  Pay;  or (c) the  elimination  or
impairment of the employee's  eligibility for compensation or benefits  programs
generally available to other Eligible Employees; or (d) a requirement imposed by
the Employer that the employee relocate to a new post at least 50 miles from his
or her  then-existing  post;  or (e)  only if so  provided  under  any  separate
agreement between the Employer and the Eligible  Employee,  the employee has not
been offered continued employment with the Employer or its successor following a
Change in Control on  substantially  the same terms and conditions of employment
as were in effect for the employee immediately prior to the Change in Control.


         No resignation by an Eligible Employee shall be for Good Reason unless:
(a) notice of such Good  Reason is  provided to the Board by or on behalf of the
Eligible  Employee and (b) the Employer  fails to cure such asserted Good Reason
within  thirty days after  receipt of such  notice;  provided  that the Employer
shall have the sole  discretion  to  determine  whether or not (i) to attempt or
complete such a cure or (ii) to dispute in good faith or accept the existence of
such Good Reason.


         For purposes of this subsection, the term Board shall include the board
of  directors  (or body with a similar  function)  of the  Employer's  successor
following a Change in Control.


         2.12....."Participant"  means an Eligible  Employee  who is entitled to
receive separation benefits under the terms and conditions of the Plan.


         2.13....."Plan" means the Employer's Executive Separation Benefits Plan
as set forth in this document and in any and all amendments  and  supplements to
this document.


         2.14....."Plan  Administrator" means the Employer or such other person,
entity or  committee  as may be  appointed  from time to time by the Employer to
administer the Plan.


         2.15....."Plan  Year" means the annual twelve-month period set forth in
Subsection 1.5 above.


         2.16....."Separation  Benefits Period" means, for any Participant,  the
period  equal  to the  number  of  months  of  Base  Pay to be  received  by the
Participant as Separation Pay; provided that a Participant's Separation Benefits
Period shall end earlier upon the Participant's  failure to continue  satisfying
all Eligibility Conditions.


         2.17....."Separation  Pay" means the  continuation  of a  Participant's
Base Pay  (salary)  during the  Separation  BenefitsPeriod  or the payment of an
equal amount in a lump sum in  accordance  with the terms and  conditions of the
Plan.


         2.18....."Special  CIC Benefits" means the benefits referred to as such
in  Section  3 and  payable  in the  event  of an  Eligible  Employee's  Covered
Termination pursuant to a Change in Control.


                                        SECTION 3 - BENEFITS UNDER THE PLAN


         3.1......Types of Benefits.  An Eligible Employee whose employment with
the  Employer  (or its  successor  following a Change in  Control)is  terminated
solely due to a Covered  Termination  and with  respect  to whom all  applicable
Eligibility  Conditions  set  forth in  Subsection  3.2  below  are met shall be
entitled under this Plan to the following types of separation benefits:


         .01......Separation Pay as determined under Subsection 3.3 below;


         .02......Outplacement assistance as determined under Subsection 3.5 
below;


         .03......Continued eligibility for certain employee benefit programs, 
as described in Subsection 3.6 below;


         .04......Certain stock option benefits for Covered Terminations
pursuant to a Change in Control, as described in Subsection 3.7 below.


         3.2......Eligibility   Conditions;   No   Mitigation.   Notwithstanding
anything else in this Plan,  separation  benefits  shall be provided  under this
Plan only to an employee  whose  employment  with the Employer (or its successor
following a Change in Control)  actually  terminates.  Furthermore,  no employee
shall be entitled to commence or continue  receiving  separation  benefits under
the Plan  unless  all of the  following  conditions  are met and (to the  extent
applicable) continue to be met at all times:


     .01......The  Eligible Employee must agree to and must sign and comply with
a separation letter  satisfactory to the Employer (or its successor  following a
Change in Control). The separation letter may include, without limitation: (a) a
comprehensive  release of all claims of any sort against the  Employer  (and its
present and former parents and subsidiaries and its successor following a Change
in Control  (collectively,  the  "Employer  Group")) and all agents,  employees,
advisors and other  representatives  of the Employer Group in a form  reasonably
satisfactory to the Employer and (b) an  acknowledgment  that any  then-existing
agreements  concerning  confidentiality  and/or  non-competition  binding on the
Eligible  Employee  will remain in effect in  accordance  with their terms,  but
separation  benefits under this Plan shall not otherwise be conditioned upon the
employee's agreement not to compete with the Employer Group or to solicit any of
the  Employer  Group's  customers or employees  during the  Separation  Benefits
Period.

         .02......If  not already fully paid or terminated for any other reason,
a Participant's Separation Pay and other benefits under this Plan shall cease as
of the first date of any breach or other failure if the Participant breaches the
terms of any separation  letter or  non-competition  agreement entered into with
the  Employer  pursuant  to the  requirements  of  clauses  .01 or .02  above or
otherwise  materially fails to satisfy any obligations of the Participant to the
Employer under this Plan.


         .03......If  not already fully paid or terminated for any other reason,
a Participant's Separation Pay and other benefits under this Plan shall cease as
of the  first  date of any  misconduct  if the  Employer  becomes  aware  of any
instance of the Participant's  misconduct that would have constituted Good Cause
for termination of the Participant's employment,  whether such misconduct occurs
prior to or following  the  Participant's  termination  of  employment  with the
Employer;  but provided  that the notice,  hearing and Board  majority  decision
requirements  of  Subsection  2.10  are  met  promptly  after  discovery  of the
misconduct.


         A Participant shall not be required to seek replacement employment as a
condition of receiving  separation  benefits and separation  benefits  otherwise
payable  under this Plan shall not be  reduced or  terminated  on account of any
employment  undertaken  by a Participant  during or after his or her  Separation
Benefits Period.


         3.3......Amount of Separation Pay.  Effective for Covered  Terminations
made on or after the  Effective  Date  while  this Plan  remains  in effect  and
subject to Subsection  3.2, each  Participant's  Separation  Pay shall equal the
amount determined under the applicable one of the following clauses:


     .01......Basic  Benefit: Except as otherwise provided in clause .02 of this
Subsection 3.3,  following his or her Covered  Termination,  a Participant shall
receive Separation Pay equal to twelve months of Base Pay.

     .02......Special  CIC Benefits:  In lieu of the benefit  provided in clause
 .01 of this  Subsection  3.3, the Separation Pay of a Participant  whose Covered
Termination  was on or after the date on which a Change in Control  occurred and
on or before  the  second  anniversary  of such date  shall be a lump sum amount
equal to twelve months of Base Pay or such greater amount,  if any, as is (as of
the date of the  Change in  Control)  either  provided  for  under any  separate
agreement  between  the  Employer  and  the  Participant  or  specified  for the
Participant in Appendix B to this Plan.

         3.4......Payment  of  Benefits.  Except  in the  case  of  Special  CIC
Benefits, Separation Pay shall be due and payable until paid in full at the rate
of the  Participant's  Base Pay on each of the  Participant's  regular  pay days
during the Separation  Benefits  Period.  If a Participant  has on file with the
Employer a direct deposit authorization, such authorization will apply to all or
a portion  of the  Participant's  Separation  Pay,  as  specified  in the direct
deposit  authorization.  To  the  extent  not  directly  deposited,  checks  for
Separation  Pay will be mailed to a  Participant's  most recent address of which
the Plan  Administrator  has received  notice in writing  from the  Participant.
Special CIC Benefits Separation Pay shall be paid to the Participant in one lump
sum at the time of (or as soon as  possible  after)  the  Participant's  Covered
Termination.  Notwithstanding the foregoing,  if the Plan Administrator receives
written notice that the Participant is mentally incompetent,  the Employer shall
pay the balance of the  Participant's  Separation Pay only to the  Participant's
duly appointed legal representative.


     3.5......Outplacement   Assistance  Benefits.   Individual  executive-level
outplacement  assistance provided by a contractor selected by the Employer shall
be provided to each Participant during his or her Separation Benefits Period.


         3.6......Continued   Eligibility  For  Benefit  Programs.   Subject  to
Subsection 3.2, during a Participant's Separation Benefits Period (or if sooner,
for such medical and dental plans as the  Participant  has  continuation  rights
under ERISA,  until the Participant and his or her covered  dependents  cease to
have such coverage  continuation  rights), the Participant shall be eligible for
continued  coverage by and  participation  in the same employee benefit programs
(including without  limitation,  the medical and dental plans) and with the same
amount of employer contributions as the Participant was eligible for on the date
of the Covered Termination,  but only to the extent that such programs allow for
continuation of coverage.  To the extent  continuation  coverage is not allowed,
the Employer (or its successor following a Change in Control) will pay an amount
of additional  Separation Pay during the applicable benefits continuation period
equal to the amount paid for the discontinued  benefits immediately prior to the
Participant's  Covered  Termination.  Payroll  deductions for the  Participant's
share of the cost of any contributory  benefits (at the rate in effect from time
to  time  for  active  executive  employees  of the  Employer  or its  successor
following  a  Change  in  Control)  shall  continue  to  be  deducted  from  the
Participant's  Separation Pay, provided that if the Separation Pay has been paid
in one lump sum, the  Participant  shall timely pay his or her share by personal
check to the Employer.


         Nothing in this Plan  shall  affect  the  Participant's  right (if any)
under ERISA to elect  continuation  coverage at the Participant's own expense in
the Employer's medical and dental plans after the end of the Separation Benefits
Period.


         3.7......Effect  of  Certain  Covered  Terminations  on  Certain  Stock
Options.  The following special provisions shall apply to all options to acquire
shares of the  Employer's  capital  stock held by a  Participant  whose  Covered
Termination  was on or after the date on which a Change in Control  occurred and
on or before the second  anniversary of such date,  notwithstanding  anything to
the contrary in the grant of such options or any agreement  with respect to such
options:


     .01......Accelerated Vesting. Fifty percent (or such greater percentage, if
any, as is--as of the date of the Change in  Control--either  provided for under
any separate agreement between the Employer and the Participant or specified for
the  Participant  in Appendix B to this Plan) of any such options  which are not
exercisable as of the date of the Participant's Covered Termination shall become
immediately  exercisable  on such  date or,  if  sooner,  on the  date  that the
Employer (or its successor  following a Change in Control) gives notice that any
such  non-exercisable  options will be terminated in accordance with their terms
pursuant to a Change in Control  without  replacement  by substitute  options of
reasonably equivalent value.


     .02......Grace  Period to  Exercise.  Subject  to  clause  .03  below,  all
exercisable  options  held by the  Participant  (including  those  which  become
exercisable  pursuant  to clause  .01  above) on the date of his or her  Covered
Termination  shall remain  exercisable  for a period of twelve months after such
date (and for any longer period that the options would have remained exercisable
in  accordance  with  their  terms or as  is--as  of the date of the  Change  in
Control--either  provided for under any separate  agreement between the Employer
and the Participant or specified for the Participant in Appendix B to this Plan.

     .03......Termination  of Grace  Period.  Notwithstanding  the grace  period
provided  under clause .02 above,  a  Participant's  options will  terminate and
cease to be exercisable pursuant to this Plan upon the earliest to occur of:


     .........(a)  The  date  that  such  options  would  have  expired  if  the
Participant had remained employed by the Employer throughout the grace period;

     .........(b) The dissolution of the Employer, but any substitute options in
the  securities  of another  company  shall not be  affected  by the  Employer's
dissolution; or

         .........(c)  The date set in any notice given that the options will be
terminated in accordance  with their terms pursuant to a Change in Control,  but
any  substitute  options  in the  securities  of  another  company  shall not be
affected by such termination and provided that such substitute  options shall be
provided under a good-faith  reasonable  conversion  formula if the Employer (or
its successor following a Change in Control) is reasonably able to do so.


         3.8......Individual  Arrangements.  Nothing in the Plan shall  preclude
the Employer from entering into individual  arrangements  with employees for the
payment of  severance  benefits in addition to the benefits  provided  under the
Plan.  No such  individual  arrangement  shall  entitle  any  person not a party
thereto to any benefits of any nature.


                   SECTION 4 - PLAN AMENDMENT AND TERMINATION


     4.1......Employer's  Right to Amend or  Terminate  Plan.  The  Employer may
amend or  terminate  the Plan  only as  provided  in the  applicable  one of the
following clauses:


     .01......During  the First Two  Years.  This Plan  shall not be  amended or
terminated on or before the second  anniversary  of the Effective Date except as
follows:


     .........(a) To Permit Pooling:  The Plan (including its Appendixes) may be
terminated  or amended as  necessary  pursuant  to a majority  vote of the Board
taken  consistently with an understanding  that failure to so terminate or amend
the  Plan  would  prevent  the  Employer  from  entering  into  a  then-proposed
transaction to be accounted for as a pooling of interests with one or more other
entities; provided that such understanding is based reasonably and in good faith
upon  information  provided  to the  Board  by any of  the  following:  (i)  the
independent accountants of the Employer; (ii) the independent accountants of any
other party to the proposed  transaction;  or (iii) the  Securities and Exchange
Commission.

     .........(b) To Comply with Law: The Plan (including its Appendixes) may be
amended as necessary pursuant to a majority vote of the Board taken consistently
with a  good-faith  opinion of counsel to either the  Employer or the Board that
such amendment is required by applicable  law;  provided that the Employer shall
thereupon  use its best  efforts  to  provide  the  Eligible  Employees  and the
Participants with the value of the benefits intended under this Plan immediately
prior to the effective date of the amendment.


     .........(c)  To Add  Eligible  Employees  and/or  Special CIC  Benefits in
Appendixes A and B:  Appendixes A and/or B may be amended as necessary  pursuant
to a majority  vote of the Board to add Eligible  Employees  and/or  Special CIC
Benefits.





     .02......After  the Second Year.  Following the second  anniversary  of the
Effective Date, the Employer may amend or terminate this Plan as follows:


     .........(a)  Prior to a Change in Control:  Prior to the  occurrence  of a
Change in Control and following the second  anniversary  of the then most recent
Change in Control, the Employer may amend the Plan (including its Appendixes) in
any manner at any time and from time to time and may  terminate  the Plan at any
time.

     .........(b) After a Change in Control: After the occurrence of a Change in
Control and until the second  anniversary  of such Change in Control,  this Plan
shall  not be  terminated  and  shall be  amended  only in  accordance  with the
provisions of clauses .01(b) or .01(c) of this Subsection 4.1.


         4.2......Method   of  Amendment  or   Termination.   Any  amendment  or
termination  of the Plan  shall be made by a  written  instrument  signed  by an
officer of the Employer upon due authorization by the Board.


                         SECTION 5 - PLAN ADMINISTRATION


         5.1......Plan  Administrator.  The Plan Administrator shall be a "named
fiduciary" for purposes of Section 402(a)(1) of ERISA, with authority to control
and manage the operation and  administration of the Plan, and shall be the agent
for service of process against the Plan. The Plan Administrator  shall have full
power to administer the Plan in all matters,  subject to applicable requirements
of law. For this purpose,  the Plan  Administrator's  power shall  include,  but
shall not be limited to the following authority, in addition to all other powers
provided by the Plan:


     .01......To  make  and  enforce  such  rules  and  regulations  as the Plan
Administrator deems necessary or proper for the efficient  administration of the
Plan,  including the establishment of any claims procedures that may be required
by applicable provisions of law;


     .02......To  appoint such agents,  counsel,  accountants,  consultants  and
other  persons  to  participate  in the  administration  of the Plan as the Plan
Administrator deems appropriate;

     .03......To   allocate  and  delegate  the  responsibilities  of  the  Plan
Administrator  and to  designate  other  persons  to  carry  out any of the Plan
Administrator's responsibilities;  provided that any such allocation, delegation
or  designation   shall  be  in  writing  and  in  accordance   with  applicable
requirements of law;


     .04......To sue or be sued on behalf of the Plan and to appoint  additional
agents for service of process; and


         .05......To the fullest extent permitted by law, the Plan Administrator
shall have the  exclusive  responsibility  and  discretion to decide all matters
relating to  eligibility,  coverage or benefits  under the Plan and to interpret
all  provisions  of the  Plan  and to  determine  all  matters  relating  to the
operation  and  administration  of the  Plan.  Any  determination  by  the  Plan
Administrator shall be final and binding, in the absence of clear and convincing
evidence that the Plan Administrator acted arbitrarily and capriciously.


         5.2......Records. The Plan Administrator shall maintain such records as
it deems  necessary to determine  benefits  and  eligibility  under the Plan and
shall make available to each  Participant such portions of the records under the
Plan as pertain to the  Participant,  for examination at reasonable times during
normal business hours.


         5.3......Reliance.  In administering  the Plan, the Plan  Administrator
shall be entitled to the extent  permitted  by law to rely  conclusively  on all
information (including without limitation all tables, valuations,  certificates,
opinions  and  reports)  which  is  furnished  by  or  in  accordance  with  the
instructions or recommendations of accountants,  counsel, actuaries, consultants
or other experts employed or engaged by the Plan Administrator.


         5.4......Indemnification.  Except as prohibited by law, any  individual
or  individuals  serving as Plan  Administrator  (or as a member of any board or
committee that serves as Plan Administrator) shall be indemnified in full by the
Employer against expenses,  including attorneys' fees, and against the amount of
any  judgment,  money  decree,  fine or  penalty,  or against  the amount of any
settlement deemed reasonable by the Board,  necessarily paid or incurred by such
individual or individuals  in connection  with or arising out of any claim made,
or any civil or criminal  action,  suit or proceeding of whatever nature brought
against such  individual,  or in which such  individual  is made a party,  or in
which such individual is otherwise  involved,  by reason of being or having been
such Plan  Administrator  (or any member of any such board or  committee).  Such
indemnification  shall apply to any such  individual  even though at the time of
such  claim,  action,  suit or  proceeding  such  individual  is no longer  Plan
Administrator (or a member of any such board or committee).


                                         SECTION 6 - MISCELLANEOUS MATTERS


         6.1......Information  Required.  Participants  and  Eligible  Employees
shall provide the Plan  Administrator  with such  information and evidence,  and
shall sign such documents, as may be requested from time to time for the purpose
of administering the Plan.


         6.2......No  Guaranty of Employment.  This Plan shall not be a contract
of employment  between the Employer and any employee.  Nothing  contained in the
Plan document nor any action taken in connection with the adoption, operation or
maintenance  of the Plan shall be construed as a contract of employment  between
the  Employer  and  any  employee  or as  consideration  or  inducement  for the
employment of any employee. Nothing in the Plan or in the adoption, operation or
maintenance  of the Plan  shall  give any  employee  the  right to remain in the
Employer's  employ,  nor shall it give the  Employer  the right to  require  any
employee to remain in its employ,  nor shall it  interfere  with the  employee's
right to  terminate  his or her  employment  at any time.  Without  limiting the
generality of the  foregoing,  the Employer shall have the right to terminate or
change the terms of employment of any employee, Eligible Employee or Participant
at any time and for any reason whatsoever, with or without cause or notice.


         6.3......Exclusive  Plan.  Except  to the  extent  otherwise  expressly
provided  herein or in any  separate  agreement  between  the  Employer  (or its
successor  following a Change in Control)  and an Eligible  Employee,  this Plan
shall  exclusively  govern any claims for any type of  severance  benefits  as a
result of any termination of employment due to a Covered Termination on or after
the  Effective  Date,  while the Plan  remains  in effect.  Any other  generally
applicable  severance  plans of any nature  maintained by the Employer  shall be
terminated  as of such  Effective  Date with respect to any claims for severance
benefits  as a result of any  Covered  Termination  occurring  on or after  such
Effective Date.


         6.4......Sole  Source for Payment of Benefits.  All  benefits  provided
under the Plan shall be paid  solely from the  general  assets of the  Employer.
Nothing  in the Plan shall be  construed  to require  the  Employer  or the Plan
Administrator  to maintain any fund or  segregate  any amount for the benefit of
any  Participant,  and no  Participant  or any other person shall have any claim
against,  right to, or security or other interest in, any fund, account or asset
of the Employer from which any payment  under the Plan may be made.  Neither the
Employer nor any director, officer, employee or agent or other representative of
the Employer shall be liable,  otherwise than as expressly provided in the Plan,
for payment of any benefits under the Plan or shall have any other  liability to
a Participant or to any other person.


         6.5......Non-Alienation.  No  benefit  payable  under the Plan shall be
subject in any manner  whatsoever to  alienation,  sale,  transfer,  assignment,
pledge,  attachment or  encumbrance  of any kind,  and each and every attempt to
alienate,  sell, transfer,  assign,  pledge, attach or encumber any such benefit
under the Plan shall be void and of no force and effect whatsoever.


         6.6......No Vesting. No person shall have any vested or non-forfeitable
interest at any time in any payment or other benefit provided under the Plan.


         6.7......Obligations  to Withhold and Pay Taxes. Each Participant shall
be liable for all tax  obligations,  if any, with respect to any sum received or
other benefit  provided  pursuant to the Plan and for  accurately  reporting all
such income and paying in full all such taxes to the appropriate federal,  state
and local authorities.  The Employer shall have the right to deduct and withhold
from  any  payment  due  under  the  Plan  or  from  other  amounts  owed to the
Participant all withholding taxes and other amounts required by law.



         6.8......Governing  Law.  The Plan and the rights of all persons  under
the Plan shall be construed in accordance with and under  applicable  provisions
of the laws of  Massachusetts,  except to the extent  federal laws pre-empt such
laws.


                                           SECTION 7 - CLAIMS PROCEDURE


         7.1......Claim  for Benefits.  Eligible Employees do not need to file a
claim for benefits  under the Plan. If an individual  believes that he or she is
eligible for severance  benefits even though no such benefits have been offered,
or if an Eligible Employee or Participant believes that his or her benefits have
been calculated  incorrectly or terminated prematurely or that the Plan has been
otherwise  violated,  the  aggrieved  individual  may file a claim with the Plan
Administrator.  The Plan Administrator shall advise the claimant either that the
claim is allowed,  or that the claim is denied,  or that the  claimant  needs to
submit additional  information.  If the claim is denied,  the Plan Administrator
shall  furnish the claimant  written  notice of such denial  within a reasonable
time after receipt of the claim, and such notice shall include:


         .01......the reason for the denial;


         .02......specific references to Plan provisions on which the denial is 
based; and


         .03......information as to how to submit the claim for review.


If no notice of denial is furnished within 90 days after receipt of the claim by
the Plan Administrator, the claim shall be deemed denied.


         7.2......Appeals.  If a claim filed under  Subsection 7.1 is denied (or
deemed  denied),  the  claimant  may file a  request  for  review  with the Plan
Administrator. The claimant shall be entitled to examine pertinent documents, to
submit  issues and comments in writing and to request a hearing  before the Plan
Administrator.  The appeal of any claim must be submitted  in writing  within 60
days after (a) the date that the claim was deemed  denied or (b) the  receipt of
notice  of  denial  by  the  claimant,   whichever  is   applicable.   The  Plan
Administrator  shall send the claimant a written decision  regarding the appeal.
Normally,  the  decision  will be made within 60 days after the appeal is filed,
but if the Plan  Administrator  determines  that  additional  time is reasonably
necessary,  up to 60  additional  days may be taken to resolve the  appeal.  The
decision of the Plan Administrator on such review shall be final.


                                             SECTION 8 - ERISA RIGHTS


         8.1......Participants'  Rights. ERISA guarantees each individual who is
a Participant  in the Plan certain  rights and  protections.  In summary,  ERISA
provides that all Participants are entitled to:


     .01......Examine,  without charge, at the Employer's benefits office and at
other specified work sites, the Plan document, including copies of all documents
filed in connection  with the Plan with the U.S.  Department  of Labor,  such as
detailed annual reports (if required by applicable law).

     .02......Obtain  copies of all Plan  documents  and other Plan  information
upon written request to the Employer's  benefits office. The benefits office may
make a reasonable charge for such copies.


     .03......Receive  a summary of the Plan's  financial report (if required by
applicable  law). The Employer's  benefits  office is required by law to furnish
each Participant with a copy of each required summary annual report.


         8.2......Fiduciary   Duties.   In  addition  to  creating   rights  for
Participants,  ERISA imposes duties upon the people who are  responsible for the
operation of employee  benefit  plans.  The people who operate the Plan,  called
"fiduciaries,"  have  a  duty  to  do  so  prudently  and  in  the  interest  of
Participants  and  beneficiaries.  No one,  including  the Employer or any other
person, may fire anyone or otherwise  discriminate  against anyone in any way to
prevent that  individual  from  obtaining a benefit or  exercising  rights under
ERISA.  If a claim  for a  benefit  is  denied  in whole or in part,  a  written
explanation  of the reason for the denial must be given.  Individuals  also have
the right to have the Plan Administrator review and reconsider a claim.


         8.3......Enforcement  of Rights.  Under ERISA, there are steps that any
person with rights under the Plan may take to enforce those rights. For example,
if a Participant requests materials from the Employer's benefits office and does
not receive them within 30 days, he or she may file suit in a federal court.  In
such case,  the court may require the Employer to provide the  materials  and to
pay up to $100 per day until the materials  are  provided,  unless the materials
were not provided because of reasons beyond the Employer's control.


         If a claim for  benefits is denied or ignored in whole or in part,  the
aggrieved individual may file suit in a state or federal court.


         If the  Plan  fiduciaries  misuse  the  Plan's  money,  or if the  Plan
discriminates  against an  individual  for  asserting  rights under  ERISA,  the
individual  may seek  assistance  from the U.S.  Department of Labor or may file
suit in federal court.  The court will decide who will pay court costs and legal
fees. If the  individual is  successful,  the court may order the person sued to
pay those costs and fees. If the individual is unsuccessful, the court may order
him or her to pay those costs and fees if, for example, it finds the claim to be
frivolous.


         Questions about the Plan should be directed to the Plan  Administrator.
Questions  about this  statement  or about an  individual's  rights  under ERISA
should be directed to the nearest Area Office of the U.S.
Labor-Management Services Administration, Department of Labor.


         IN WITNESS WHEREOF,  the Employer,  by its duly authorized officer, has
executed this document, under seal.

                                HPR INC.



                                By: /s/ Marcia J. Radosevich

                                Marcia J. Radosevich
                                Chairman, President and Chief Executive Officer


Plan Administrator:             Employer Identification No.:  04-2985551

HPR INC.                        Plan No.:  ____

c/o Thomas L. Saltonstall

245 First Street
Cambridge, MA 02142
Telephone:   (617) 679-8000



<PAGE>




                           APPENDIX A TO THE HPR INC.
                       EXECUTIVE SEPARATION BENEFITS PLAN



Designation of Eligible Employees as of January 1, 1997,  pursuant to Subsection
2.6:

1.       Marcia J. Radosevich, Chairman, President and Chief Executive Officer

2.       Brian D. Cahill, Chief Operating Officer and Chief Financial Officer

3.       Andrew C. Garling, M.D., Vice President and Chief Medical Officer*

4.       Thomas L. Saltonstall, Vice President, Human Resources and Corporate 
         Administration

5.       Joseph K. Jaeger, Vice President, Sales**

6.       James B. Stowe, Vice President, Marketing

7.       Matt Ricketson, Vice President, Professional Services

8.       Paul W. Brient, Vice President, Product Management***

9.       Steven J. Rosenberg, Vice President, Software Development




*Effective 3/3/97, contingent on appointment to this position.
**Effective 1/1/97, contingent on appointment to this position.
***Effective 4/14/97, contingent on appointment to this position.


<PAGE>



                           APPENDIX B TO THE HPR INC.
                       EXECUTIVE SEPARATION BENEFITS PLAN



Special CIC Benefits as of January 1, 1997, pursuant to Clause .02 of Subsection
3.3  (Separation  Pay) and Clauses .01 and .02 of  Subsection  3.7  (Accelerated
Vesting of Stock Options and Grace Period for Exercising Options):

Eligible Employee                                    Special CIC Benefits

1.       Marcia J. Radosevich       Twenty-four months of Base Pay and benefits
                                    Acceleration of one-hundred percent of
                                     unvested stock options
                                    Options remain exercisable until the end of
                                     their original terms