HPR INC.





                       DIRECTOR TERMINATION BENEFITS PLAN





                            Effective January 1, 1997







<PAGE>






                                                     HPR INC.


                                        DIRECTOR TERMINATION BENEFITS PLAN




                                                 TABLE OF CONTENTS




SECTION 1 - GENERAL INFORMATION
   1.1 Adoption and Purpose of Plan
   1.2 Status of Plan
   1.3 Effective Date
   1.4 Plan Year
SECTION 2 - DEFINITIONS
   2.1 "Board"
   2.2 "Change in Control"
   2.3 "Company"
   2.4 "Covered Termination"
   2.5 "Effective Date"
   2.6 "Eligible Director"
   2.7 "ERISA"
   2.8 "Participant"
   2.9 "Plan"
   2.10  "Plan Administrator"
   2.11  "Plan Year"
SECTION 3 - BENEFITS UNDER THE PLAN
   3.1 Types of Benefits
   3.2 Effect of Covered Terminations on Stock Options
SECTION 4 - PLAN AMENDMENT AND TERMINATION
   4.1 Company'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 Board  Membership  
6.3  Exclusive  Plan  
6.4 Sole  Source  for  Benefits 
6.5 Non-Alienation 
6.6 No Vesting 
6.7 Obligations to Pay Taxes 
6.8 Governing Law




                         SECTION 1 - GENERAL INFORMATION





         1.1......Adoption  and Purpose of Plan.  The Company hereby adopts this
Director  Termination  Benefits Plan to provide certain  separation  benefits to
Eligible Directors in accordance with the terms and conditions of the Plan.


     1.2......Status  of Plan.  The Plan and this  document  do not  provide any
benefits that are subject to ERISA.


         1.3......Effective Date.  The Plan is effective as of January 1, 1997.
                
         1.4......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......"Board" means the Company's Board of Directors.


         2.2......"Change  in Control" A Change In Control of the  Company  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  Company's  common stock (the
"Common Stock") or (ii) the combined voting power of the then outstanding voting
securities  of the Company  entitled to vote  generally  in the  election of the
directors (the "Outstanding Company Voting Securities"); provided, however, that
the following  acquisitions  shall not  constitute a Change in Control:  (A) any
acquisition directly from the Company (excluding an acquisition by virtue of the
exercise of a conversion  privilege);  (B) any  acquisition by the Company or by
any corporation  controlled by the Company;  (C) any acquisition by any employee
benefit plan (or related  trust)  sponsored or  maintained by the Company or any
corporation controlled by the Company; 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 Company'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 Company  with or merger of the Company 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
Company 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  Company 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  Company  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 Company as is required by law or
by the Certificate of Incorporation or By-Laws of the Company as then in effect,
of a resolution or consent authorizing (i) the liquidation or dissolution of the
Company or (ii) the sale or other disposition of all or substantially all of the
assets of the Company, 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
Company 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 Company 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
Company; 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
Company 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 Company in another state.


         2.3......"Company"  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  Company  shall  also  refer  to the  Company's
successor following a Change in Control.


         2.4......"Covered Termination" means (a) the resignation of an Eligible
Director  or  (b)  the  involuntary  termination  by  action  of  the  Company's
shareholders of the Eligible Director's status as a director,  in either case as
a result of a pending,  simultaneous or completed Change in Control,  but in the
case of resignation by the Eligible  Director,  only if such resignation  either
(i) is requested or required by the acquiring or surviving entity as a condition
to the Change in  Control or (ii)  occurs  with the  substantially  simultaneous
resignation of substantially all other Eligible Directors.


         2.5......"Effective Date" means the date set forth in Subsection 1.3 
above.


         2.6......"Eligible  Director" means an individual who is a non-employee
member of the Incumbent  Board (as defined in Subsection  2.2) as of the date on
which a Change in Control occurs.


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





         2.8......"Participant"  means an Eligible  Director  who is entitled to
receive termination benefits under the terms and conditions of the Plan.


         2.9......"Plan"  means the Company's  Director  Termination Plan as set
forth in this document and in any and all  amendments  and  supplements  to this
document.


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


         2.11....."Plan  Year" means the annual twelve-month period set forth in
Subsection 1.4 above.


                                        SECTION 3 - BENEFITS UNDER THE PLAN


         3.1......Type  of  Benefits.  An Eligible  Director  whose  status as a
director is  terminated  solely due to a Covered  Termination  shall be entitled
under this Plan to the termination benefits specified in Subsection 3.2 below.


         3.2......Effect of Covered Terminations on Stock Options. The following
special provisions shall apply to all options to acquire shares of the Company's
capital  stock  held  by a  Participant  at the  time  of  his  or  her  Covered
Termination,  notwithstanding  anything  to the  contrary  in the  grant of such
options or any agreement with respect to such options:


     .01......Accelerated Vesting. One-hundred percent 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 Company (or its successor  following a Change in Control)  gives notice
that any  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).


     .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 retained his or her status as a director  throughout  the grace
period;


     .........(b) The dissolution of the Company,  but any substitute options in
the  securities  of  another  company  shall not be  affected  by the  Company'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 Company (or its
successor following a Change in Control) is reasonably able to do so.


                   SECTION 4 - PLAN AMENDMENT AND TERMINATION


     4.1......Company's  Right to Amend or Terminate Plan. The Company 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 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
Company 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
Company;  (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 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  Company or the Board that such  amendment  is
required by applicable  law;  provided that the Company shall  thereupon use its
best efforts to provide the Eligible  Directors  and the  Participants  with the
value  of the  benefits  intended  under  this  Plan  immediately  prior  to the
effective date of the amendment.


     .02......After  the Second Year.  Following the second  anniversary  of the
Effective Date, the Company 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 Company may amend the Plan 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 clause .01(b) 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 Company upon due authorization by the Board.


                         SECTION 5 - PLAN ADMINISTRATION


         5.1......Plan Administrator.  The Plan Administrator have the 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
Company 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  Directors
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 Board Membership. This Plan shall not be a contract
for Board membership between the Company and any director.


         6.3......Exclusive  Plan. The Plan shall exclusively  govern any claims
for any type of  termination  benefits as a result of any  termination  of Board
membership due to a Covered  Termination on or after the Effective  Date,  while
the Plan remains in effect.


         6.4......Sole Source for Benefits. All benefits provided under the Plan
shall be provided  solely from the general  assets of the  Company.  Neither the
Company nor any director,  officer, employee or agent or other representative of
the Company shall be liable,  otherwise than as expressly  provided in the Plan,
for the  provision  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 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 benefit provided under the Plan.


         6.7......Obligations to Pay Taxes. Each Participant shall be liable for
all tax obligations,  if any, with respect to any 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.


         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.


         IN WITNESS WHEREOF,  the Company, 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



<PAGE>


                                                                   Exhibit 10.23

                                                                            
                                         Agreement and Second Amendment to

                                             PRODUCT LICENSE AGREEMENT


         THIS AGREEMENT, dated as of the 12th day of December, 1996:

                   (i) further  amends the certain  Product  License  Agreement,
         dated as of the 17th day of  November  1994,  as  amended  by the First
         Amendment  to Product  License  Agreement,  dated as of the 28th day of
         June,  1995, by and between HPR Inc.  (formerly known as Health Payment
         Review, Inc.), a Delaware corporation ("HPR"), having an address at 245
         First Street, Cambridge,  Massachusetts 02142, and Symmetry Health Data
         Systems, Inc., an Arizona corporation  ("Symmetry"),  having an address
         at 9605 South 48th Street,  Suite 2015,  Phoenix,  Arizona  85044 (such
         Product License  Agreement,  as amended by such First Amendment,  to be
         herein referred to as the "Product License Agreement"); and

                  (ii) provides for certain actions to be taken by HPR following
the date of this Agreement.

         Any  capitalized  term not  otherwise  defined  herein  shall  have the
meaning set forth in the Product License Agreement.

         In consideration of the obligations herein set forth and for other good
and  valuable  consideration,  the  sufficiency  and receipt of which are hereby
acknowledged, Symmetry and HPR hereby agree as follows:

         1. Effective on the date of this Agreement,  Section 3.6 of the Product
License Agreement shall be amended to read in its entirety as follows:

         3.6  Usage  Data.  (a) HPR  will  make its best  efforts  to cause  all
         Prospective  Licensees  (as  hereinafter  defined)  to execute  the HPR
         License  Agreement in the form attached as Exhibit B hereto;  provided,
         that such  requirement of best efforts shall be deemed  satisfied as to
         any  Prospective  Licensee  if HPR,  directly  or through a third party
         reseller,  presents for execution the HPR License Agreement  containing
         the language of Exhibit 1 to said  Exhibit B, with any changes  therein
         approved  in  writing  by HPR  and  Symmetry  after  the  date  of this
         Agreement,  whether or not such Prospective Licensee executes the same;
         provided,  further, that any purported sublicense of ETG as part of the
         HPR Product shall be of no force or effect and the  requirement of best
         efforts shall not be deemed satisfied as to any such sublicense  unless
         the  executed  HPR License  Agreement  contains at least the  following
         provisions  (with any changes therein as are necessary to conform cross
         references or defined terminology or which Symmetry shall have approved
         in writing with respect to any specific HPR License Agreement):

                  Licensee  shall  retain full right and title to its claims and
                  the data contained therein  (exclusive of claims and encounter
                  data in a format containing ETG identifiers,  which claims and
                  encounter  data are subject to the  obligations of Licensee as
                  set forth in the following two paragraphs).

                  Except as otherwise required by law or by regulatory  agencies
                  or other  entities  with legal  authority to examine the Usage
                  Data,  Licensee  further agrees not to disclose,  permit to be
                  disclosed  or otherwise  resell or  transfer,  with or without
                  consideration,  all or any  portion  of the Usage  Data to any
                  third party,  except that Licensee may disclose the Usage Data
                  to its  consultants  or agents for the purpose of assisting or
                  advising   Licensee;   provided,   however,   that  Licensee's
                  consultant or agent shall execute a  nondisclosure  agreement,
                  in a form consistent  with Section 7 of this Agreement,  which
                  will prohibit  such  consultant or agent from using such Usage
                  Data  (other  than to  assist  or  advise  Licensee)  and from
                  disclosing   such   information  to  any  third  party.   Such
                  nondisclosure  agreement  must  provide  that HPR and Symmetry
                  shall be third party  beneficiaries  of the rights of Licensee
                  thereunder.

                  Licensee and HPR further  agree that, in addition to the other
                  rights  granted to Symmetry  herein,  Symmetry shall also be a
                  third party  beneficiary  of the rights of HPR with respect to
                  the  provisions of this  Agreement as they relate to the Third
                  Party  Software,  the  Proprietary  Information of HPR and the
                  Usage Data.  With respect to any period during which  Licensee
                  uses the  Software,  Symmetry  shall be expressly  entitled to
                  enforce its rights  pursuant to the provisions of the Software
                  License  Agreement as they relate to the Third Party  Software
                  and the Usage Data, regardless of any alleged or actual breach
                  or default  hereunder  by HPR,  claim of offset by Licensee or
                  any expiration or termination of this Agreement.

                  All  provisions  contained in this Section [7.2] shall survive
the termination of this Agreement.

         As used herein, the term "Prospective  Licensee" shall mean a person or
         entity  to which  HPR has  made,  on or after  September  16,  1996 and
         directly or through a third party  reseller,  a proposal for  licensing
         from HPR the HPR Product.

         (b) HPR will  make  its best  efforts  to  cause  licensees  of the HPR
         Product  to comply  with their  obligations,  if any,  pursuant  to the
         applicable  HPR License  Agreement,  to furnish HPR with Usage Data (as
         defined  in the  HPR  License  Agreement)  which  may be  delivered  to
         Symmetry for the  purposes  specified in Exhibit 1 to Exhibit B to this
         Agreement.  Without limiting the generality of the foregoing, HPR shall
         request  each  licensee  with an  obligation  to furnish  Usage Data to
         deliver  the same to HPR no less  often than  annually,  the first such
         request to be made no later than 15 months  after the  execution of the
         applicable HPR License Agreement (or February 28, 1997, if later).  HPR
         shall report to Symmetry no less often than  semiannually the status of
         such requests and deliveries,  including any delays anticipated by HPR,
         the reasons  therefor,  and, if  appropriate,  the steps being taken to
         assist the licensee to make the  delivery.  The sole remedy of Symmetry
         in the event of a breach or  alleged  breach by HPR of its  obligations
         contained  in the  preceding  three  sentences  shall be to pursue  its
         remedies  directly  against the licensee or  licensees in question,  as
         provided  in the  applicable  HPR  License  Agreement.  To  the  extent
         provided in the  applicable  HPR License  Agreement,  within 60 days of
         receipt  of such Usage Data from such a  licensee,  HPR will  deliver a
         copy of the same to Symmetry.

         (c)  Symmetry  shall have the right to  utilize  the Usage Data for the
         purposes  and in the  form  specified  in the  applicable  HPR  License
         Agreement.  HPR shall have the right to utilize  the Usage Data for the
         purpose of creating statistical norms only for use with or licensing to
         HPR customers which licensed the HPR Product;  provided,  however, that
         HPR  agrees  that it will  not  disclose,  permit  to be  disclosed  or
         otherwise  resell or  transfer  such Usage Data to any person or entity
         other than HPR  customers  that have licensed the HPR Product and other
         than to Symmetry as provided in the applicable HPR License Agreement.

         2.  Effective on the date of this  Agreement,  Exhibit B to the Product
License  Agreement  shall be  amended  to read in the form of  Schedule A hereto
(including  the new  language of Section 7.2 and an Exhibit  which  contains the
same language as Exhibit 1 to Schedule A).

         3. During the 45 day period  commencing with the business day after the
date of this Agreement (the "45-day period"), HPR shall undertake to obtain from
the  Episode  Profiler  licensees  listed in Schedule B to this  Agreement  (the
"Schedule  B  Licensees")  a  written   agreement  (a  "Usage  Data  Agreement")
substantially in the form of Schedule C to this Agreement,  it being agreed that
any  Usage  Data   Agreement   will  be  deemed   substantially   in  such  form
notwithstanding  a  modification  thereof  to permit  submission  of zip  codes,
contained in the Usage Data to be delivered thereunder, to be at the three-digit
level.  HPR shall keep Symmetry  informed in writing,  no less often than weekly
during  the  45-day  period,  of HPR's  progress  in  obtaining  such Usage Data
Agreements from the Schedule B Licensees.

         If, prior to the expiration of the 45-day  period,  HPR fails to obtain
Usage Data  Agreements from Schedule B Licensees with covered lives, as shown on
Schedule  B, of at least  2,335,973  in the  aggregate  (the  "50%  test") or to
present  copies  thereof  to  Symmetry  within 5  business  days  following  the
expiration of the 45-day period (the "5-day period"),  then HPR shall, within 15
business days thereafter, pay the sum of $40,000 to Symmetry. Whether or not HPR
obtains and furnishes Usage Data  Agreements  meeting the 50% test (but provided
that HPR makes the  foregoing  $40,000  payment if required  by the  immediately
preceding sentence),  Symmetry shall be deemed to have waived any and all claims
for alleged  breaches by HPR of the Product  License  Agreement based on acts or
omissions of HPR of the type described in letters from Symmetry's counsel to HPR
dated  August 16,  1996,  August 23, 1996 and August 30, 1996 and  occurring  or
allegedly occurring prior to the expiration of the 45-day period. HPR reasonably
believes  (but has not  independently  verified)  that the  aggregate  number of
covered lives shown on Schedule B is not overstated.


         4. During the 45-day period, HPR shall also undertake to obtain a Usage
Data  Agreement  from  Medical  Service  Association  of  Pennsylvania   t/d/b/a
Pennsylvania Blue Shield  ("Pennsylvania Blue Shield"). If within the applicable
45-day or 5-day periods HPR has failed to obtain and deliver to Symmetry a Usage
Data Agreement  from  Pennsylvania  Blue Shield,  then the royalties to Symmetry
with respect to the HPR License with Pennsylvania Blue Shield,  and any renewals
thereof,  shall be  increased,  with respect to HPR License fees received by HPR
from Pennsylvania  Blue Shield after the date of this Agreement,  to 175% of the
royalties  otherwise  determined  in  accordance  with  paragraphs 1, 2 and 3 of
Exhibit G to the Product License Agreement.

         5. With  respect to any  licensee  of the HPR  Product  (i) which first
becomes such a licensee after September 15, 1996 and (ii) which does not execute
an HPR License Agreement containing a requirement,  substantially as provided in
Section 7.2 and Exhibit 1 to Schedule A to this  Agreement (it being agreed that
any such Exhibit 1 will be deemed substantially as so provided notwithstanding a
modification  thereof to permit the  submission  of zip codes,  contained in the
Usage Data to be delivered thereunder, to be at the three-digit level), that the
licensee provide Usage Data to HPR, which in turn may provide it to Symmetry for
the  purposes  specified  in Exhibit 1 to Schedule A, the  royalties  payable to
Symmetry with respect to such license  shall be 150% of the royalties  otherwise
computed in  accordance  with  paragraphs 1, 2 and 3 of Exhibit G to the Product
License Agreement.

         6. Effective on the date of this Agreement, subparagraph (a) of Section
4.1 of the Product License Agreement shall be amended to read as follows:

         .........(a)  Use, copy,  manufacture,  market and distribute  ETG, the
Documentation and all Enhancements  thereto, as incorporated in the HPR Product;
provided,  however,  that  such  license  does not  extend to the  marketing  or
distribution  of  ETG,  the  Documentation  and  all  Enhancements   thereto  to
manufacturers  of  pharmaceutical  products or pharmacy  benefit managers (e.g.,
Merck/Medco,  PCS, etc.); provided,  further, that, as soon as practicable,  HPR
and  Symmetry  will  negotiate  in good  faith the terms  and  conditions  of an
agreement  whereby HPR may market to such  manufacturers  and  managers  the HPR
Product in  conjunction  with one or more of the  products  to be  developed  by
Symmetry containing either or both (i) Usage Data obtained by HPR from licensees
of the HPR Product,  and  delivered by HPR to Symmetry,  pursuant to HPR License
Agreements or (ii) similar usage data obtained by Symmetry from other sources.


         7.  Effective  on the date of this  Agreement,  the first  sentence  of
Section  4.2 of the  Product  License  Agreement  shall  be  amended  to read as
follows:

         Symmetry  agrees,  after the date of this Agreement,  not to enter into
         any  agreement to license ETG or any  Enhancements  thereof,  directly,
         through a third party reseller, or knowingly through any other indirect
         means,  to any of the  competitors  of HPR  listed  on  Exhibit  F (the
         "Competitors"). Notwithstanding the foregoing, if the proposed licensee
         is a legal entity  separate from the  Competitor,  Symmetry may license
         ETG  or  any   Enhancements   thereof  to  such  separate  entity  (the
         "Affiliate"),  provided that the license Agreement between Symmetry and
         the  Affiliate  shall  prohibit the  Affiliate  from  marketing  and/or
         licensing ETG or any Enhancements  thereof to or as the  representative
         of the  Competitor  and shall  prohibit the  disclosure of  proprietary
         information of Symmetry to the Competitor. Such license agreement shall
         further require the Affiliate to certify annually that the Affiliate is
         in compliance with the foregoing restrictions set forth in this Section
         4.2 and that the failure of the Affiliate to provide such certification
         shall be deemed  grounds for  termination  of the license  agreement by
         Symmetry;  and Symmetry will provide copies of such  certifications  to
         HPR   promptly   upon   HPR's   written   request   therefor.   Further
         notwithstanding  the  foregoing,  the  restrictions  set  forth in this
         Section  4.2  shall  not be  deemed  to  prohibit  the  Affiliate  from
         marketing  and/or  licensing ETG or any  Enhancements  thereof for such
         Affiliate's  own  account or to or for any person or entity  other than
         the   Competitors,   nor  shall  it  be  deemed  a  violation  of  such
         restrictions  in the event of a merger or other  combination  including
         such Affiliate and one or more of the Competitors;  provided,  however,
         that the Affiliate or some entity other than one of the  Competitors is
         the entity surviving such merger or other combination.  Symmetry hereby
         represents   that,  to  Symmetry's   actual   knowledge   (but  without
         independent  investigation),  it has  not,  prior  to the  date of this
         Agreement, licensed or entered into any agreement to license ETG or any
         Enhancements  thereof  to  any  Competitor  or  any  entity  which  has
         acquired,  or  agreed  to  acquire,  by  merger  or  otherwise,  all or
         substantially all of the capital stock or assets of any Competitor.


         8. Effective on the date of this Agreement,  Section 6.1 of the Product
License Agreement shall be amended to read as follows:

                  6.1  Symmetry   shall   prepare  and   distribute  to  HPR  an
         Enhancement within six (6) months after each annual release of new ICD9
         (i.e.,  International  Classification of Diseases,  9th Edition) codes,
         new CPT (i.e., Current Procedural Terminology) codes, or updates of any
         other codes with  respect to which ETG  functions  in the future.  From
         time to time,  Symmetry will  evaluate  HPR's  requests for  functional
         Enhancements to ETG which are in other competitive claims-based episode
         grouping  products in the  marketplace  and, as reasonably  practicable
         within  legal,   financial,   time,   technical  and  other  functional
         constraints,  provide  such  Enhancements  to HPR in a  timely  manner;
         provided, that the only remedy which HPR shall have with respect to any
         failure of Symmetry  to provide  such  Enhancements  to HPR in a timely
         manner following HPR's request shall be that HPR may develop or acquire
         such functionality (Section 4.3 notwithstanding).  Such Enhancements by
         Symmetry  pursuant to this Section 6.1 shall be furnished for inclusion
         in the HPR Product at no  additional  cost to HPR and shall become part
         of ETG and the Documentation for purposes of this Agreement.

         9.  Effective  on the date of this  Agreement,  the  list of  companies
contained in Exhibit F of the Product License Agreement shall be amended to read
as follows:

         .........GMIS, Inc.
         .........Electronic Data Systems
         .........Codman Research

         10.  Effective  on the date of this  Agreement,  the first  sentence of
paragraph 1 of Exhibit G to the Product  License  Agreement  shall be amended to
delete the words "other than PARS Licensees" at the end thereof.

         11.  Effective on the date of this Agreement,  paragraph 4 of Exhibit G
to the Product License Agreement shall be amended to read as follows:

         Should HPR, through one of its joint marketing  agreements with a third
         party software vendor,  including any of those organizations  listed on
         Exhibit F to this  Agreement,  license an HPR Product to a third party,
         then HPR will pay a royalty to Symmetry in accordance  with the formula
         in 1 through 3, above, applicable to direct customers of HPR.

         12. Effective on the date of this Agreement, Section 5.4 of the Product
License  Agreement  shall be deleted and paragraph 5 of Exhibit G to the Product
License Agreement shall be amended to read as follows:

                  5. HPR will  also pay to  Symmetry  $160,000  per year for the
         three year period  commencing  November 17, 1996. Such payments will be
         due on each November 17 during the  applicable  period,  whether or not
         this Agreement shall have terminated earlier, the first such payment to
         be made on or before  January 11,  1996.  If HPR is able to license the
         HPR Product to one or more PARS  licensees  listed on Exhibit E to this
         Agreement,  HPR shall pay to Symmetry annual royalties at the times and
         in the amounts  computed  accordance with paragraphs 1, 2 and 3 of this
         Exhibit G.

         13.  Except as amended  hereby,  the Product  License  Agreement  shall
remain in full force and effect in accordance with its terms.  The provisions of
Sections  14.9 and 14.12 of the Product  License  Agreement  shall apply to this
Agreement,  whether or not the portion or portions of this Agreement in question
purport to amend the Product License Agreement.

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed by their respective duly authorized representatives as set forth below.


       SYMMETRY HEALTH DATA                   HPR INC.
       SYSTEMS, INC.


By:    /s/ Dennis K. Dang                     By:         /s/ Brian D. Cahill

       Dennis K. Dang                         Brian D. Cahill
         President                            Vice President, Corporate Finance
                                              and Planning



<PAGE>






                                   SCHEDULE A

                     Standard HPR Software License Agreement

                                [to be inserted]


<PAGE>



                             SCHEDULE A (continued)


                RIDER 7.2 TO HPR INC. SOFTWARE LICENSE AGREEMENT



7.2  Licensee  understands  and  acknowledges  that a portion  (the "Third Party
Software") of the Software has been  licensed to HPR from  Symmetry  Health Data
Systems, Inc. ("Symmetry"), a third party proprietor. Licensee agrees to deliver
to HPR,  upon its request but not more often than  semiannually,  its claims and
encounter  data with ETG  identifiers  resulting from the use by Licensee of the
Software,  including the Third Party  Software (the "Usage Data") for use by HPR
in evaluating and improving the Software and for any other uses specified in the
Exhibit.  Notwithstanding  the foregoing sentence or any other provision of this
Agreement:

         Licensee  shall  retain full right and title to its claims and the data
         contained  therein  (exclusive of claims and encounter data in a format
         containing ETG identifiers, which claims and encounter data are subject
         to the  obligations  of  Licensee  as set  forth in the  following  two
         paragraphs).

         Except as otherwise required by law or by regulatory  agencies or other
         entities  with legal  authority  to examine  the Usage  Data,  Licensee
         further  agrees not to  disclose,  permit to be  disclosed or otherwise
         resell or transfer,  with or without consideration,  all or any portion
         of the Usage Data to any third party, except that Licensee may disclose
         the  Usage  Data  to its  consultants  or  agents  for the  purpose  of
         assisting or advising  Licensee;  provided,  however,  that  Licensee's
         consultant or agent shall execute a nondisclosure  agreement, in a form
         consistent with Section 7 of this  Agreement,  which will prohibit such
         consultant or agent from using such Usage Data (other than to assist or
         advise  Licensee) and from  disclosing  such  information  to any third
         party. Such nondisclosure  agreement must provide that HPR and Symmetry
         shall  be  third  party   beneficiaries   of  the  rights  of  Licensee
         thereunder.

         Licensee  and HPR further  agree that,  in addition to the other rights
         granted  to  Symmetry  herein,  Symmetry  shall  also be a third  party
         beneficiary of the rights of HPR with respect to the provisions of this
         Agreement as they relate to the Third Party  Software,  the Proprietary
         Information  of HPR and the Usage  Data.  With  respect  to any  period
         during which  Licensee uses the Software,  Symmetry  shall be expressly
         entitled  to  enforce  its rights  pursuant  to the  provisions  of the
         Software  License  Agreement as they relate to the Third Party Software
         and the Usage  Data,  regardless  of any  alleged  or actual  breach or
         default hereunder by HPR, claim of offset by Licensee or any expiration
         or termination of this Agreement.

         All  provisions  contained  in  this  Section  7.2  shall  survive  the
termination of this Agreement.


                EXHIBIT 1 TO HPR INC. SOFTWARE LICENSE AGREEMENT


Section 7 of the HPR  software  license  agreement  to which  this  Exhibit 1 is
attached (the "Software License Agreement") requires Licensee to deliver to HPR,
no less often than the intervals specified,  its Usage Data. Licensee authorizes
HPR to deliver a copy of the Usage  Data to  Symmetry  within 60 days  following
HPR's receipt thereof. The deliveries of Usage Data to HPR and to Symmetry shall
be subject to the following terms and conditions:

         (i) such Usage Data will be in the form of so-called  "flat" or similar
         files of Licensee,  but may, at the option of Licensee, be subject to a
         scrambling  algorithm  consistently applied within each data submission
         and  across  all  data   submissions   for  Licensee  to  preserve  the
         confidentiality   of  identification  of  the  patients  and  providers
         contained therein;  and, to the extent requested by Licensee,  HPR will
         provide reasonable amounts of assistance in effecting the scrambling;

         (ii)  notwithstanding  the  provisions  of  Section  7 of the  Software
         License  Agreement,  Symmetry shall have the right,  in Symmetry's sole
         and absolute discretion,  to sell, assign,  transfer or convey, with or
         without consideration,  the Usage Data received by Symmetry pursuant to
         the  Software  License  Agreement,  or any data,  service  or  products
         incorporating  or derived in whole or in part from such Usage Data,  to
         any one or more third parties; and

         (iii)  Licensee shall retain full right and title to its claims and the
         data  contained  therein  (exclusive of claims and encounter  data in a
         format containing ETG identifiers,  which claims and encounter data are
         subject to the obligations of Licensee to deliver Usage Data to HPR, to
         HPR's  rights  to  provide  such  Usage  Data  to  Symmetry  and to the
         obligations  of Licensee  as set forth in Section  7.2 of the  Software
         License Agreement).





<PAGE>


<TABLE>


                                                    SCHEDULE B

                                              USAGE DATA CLIENT LIST

<CAPTION>
<S>                                                            <C>                                 <C>

Licensee                                                       City/State                          Covered Lives

Aurora Health Care                                             Milwaukee, WI                              18,000
BCBS Arkansas                                                  Little Rock, AR                           500,000
BCBS North Dakota                                              Fargo, ND                                 360,000
BCBS Tennessee                                                 Chattanooga, TN                         1,000,000
Berkshire Health Plan                                          Wyomissing, PA                             60,000
Carolina Atlantic                                              Charleston, SC                              5,000
ChoiceCare Health Plans                                        Cincinnati, OH                            290,000
Consumer Health Network                                        Piscataway, NJ                            115,000
Cooperative Benefit Administrators                             Lincoln, NE                                61,300
Empire BCBS                                                    Albany, NY                                250,000
First Florida                                                  Macedonia, OH                              10,000
Health Care Plan                                               Buffalo, NY                               130,000
Health Services Corp. of Central NY                            Baldwinsville, NY                          97,755
Healthcare Oklahoma                                            Oklahoma City, OK                           7,000
Healthplan of the Redwoods                                     Santa Rosa, CA                            100,000
Holy Cross                                                     Notre Dame, IN                             25,000
Huron Valley                                                   Ann Arbor, MI                              85,000
In Health/Nationwide                                           Worthington, OH                            40,000
Independent Health                                             Buffalo, NY                               380,000
John Muir Medical                                              Walnut Creek, CA                           30,000
Key Benefit Administrators                                     Indianapolis, IN                           10,000
M-Care                                                         Ann Arbor, MI                             100,000
MD Health Plan                                                 North Haven, CT                           200,000
Memorial Sisters of Charity                                    Houston, TX                                25,000
Memphis Managed Care                                           Memphis, TN                                33,000
National Health Plans                                          Modesto, CA                                55,000
NCRIC PO                                                       Washington, DC                             10,000
Oregon Dental Service                                          Portland, OR                               26,000
Pacific Source Health Care                                     Eugene, OR                                 51,000
PHP Companies                                                  Knoxville, TN                             100,000
Rockford Health Plans                                          Rockford, IL                               44,000
Sagamore                                                       Carmel, IN                                 50,000
SelectCare                                                     Troy, MI                                  218,890
Sierra Health Care                                             Las Vegas, NV                             150,000
Welbourn HMO                                                   Evansville, IN                             35,000

     TOTAL PLAN MEMBERSHIP                                                                             4,671,945

     50% THRESHOLD                                                                                     2,335,973

</TABLE>




                                                    SCHEDULE C

                                               USAGE DATA AGREEMENT

                                    Amendment to HPR Software License Agreement

HPR  Inc.  and the  undersigned  Licensee  are  parties  to a  Software  License
Agreement  covering  one or more of the  software  products  of HPR and agree to
amend Section 7.2 of the Software License  Agreement to read per section I below
and to amend the Exhibit to the Software  License  Agreement to add the language
found in  section  II  below  (such  amendments  to be in  substitution  for any
inconsistent provisions of the Software License Agreement):

I.       7.2 Licensee  understands and  acknowledges  that a portion (the "Third
         Party Software") of the Software has been licensed to HPR from Symmetry
         Health Data  Systems,  Inc.  ("Symmetry"),  a third  party  proprietor.
         Licensee  agrees to deliver to HPR, upon its request but not more often
         than  semiannually,  its claims and encounter data with ETG identifiers
         resulting from the use by Licensee of the Software, including the Third
         Party  Software  (the "Usage  Data") for use by HPR in  evaluating  and
         improving the Software and for any other uses specified in the Exhibit.
         Notwithstanding  the foregoing  sentence or any other provision of this
         Agreement:

         Licensee  shall  retain full right and title to its claims and the data
         contained  therein  (exclusive of claims and encounter data in a format
         containing ETG identifiers, which claims and encounter data are subject
         to the  obligations  of  Licensee  as set  forth in the  following  two
         paragraphs).

         Except as otherwise required by law or by regulatory  agencies or other
         entities  with legal  authority  to examine  the Usage  Data,  Licensee
         further  agrees not to  disclose,  permit to be  disclosed or otherwise
         resell or transfer,  with or without consideration,  all or any portion
         of the Usage Data to any third party, except that Licensee may disclose
         the  Usage  Data  to its  consultants  or  agents  for the  purpose  of
         assisting or advising  Licensee;  provided,  however,  that  Licensee's
         consultant or agent shall execute a nondisclosure  agreement, in a form
         consistent with Section 7 of this  Agreement,  which will prohibit such
         consultant or agent from using such Usage Data (other than to assist or
         advise  Licensee) and from  disclosing  such  information  to any third
         party. Such nondisclosure  agreement must provide that HPR and Symmetry
         shall  be  third  party   beneficiaries   of  the  rights  of  Licensee
         thereunder.

         Licensee  and HPR further  agree that,  in addition to the other rights
         granted  to  Symmetry  herein,  Symmetry  shall  also be a third  party
         beneficiary of the rights of HPR with respect to the provisions of this
         Agreement as they relate to the Third Party  Software,  the Proprietary
         Information  of HPR and the Usage  Data.  With  respect  to any  period
         during which  Licensee uses the Software,  Symmetry  shall be expressly
         entitled  to  enforce  its rights  pursuant  to the  provisions  of the
         Software  License  Agreement as they relate to the Third Party Software
         and the Usage  Data,  regardless  of any  alleged  or actual  breach or
         default hereunder by HPR, claim of offset by Licensee or any expiration
         or termination of this Agreement.

         All  provisions  contained  in  this  Section  7.2  shall  survive  the
termination of this Agreement.





II.
                EXHIBIT 1 TO HPR INC. SOFTWARE LICENSE AGREEMENT


     Section 7 of the HPR software license  agreement to which this Exhibit 1 is
     attached (the "Software License Agreement") requires Licensee to deliver to
     HPR, no less often than the intervals  specified,  its Usage Data. Licensee
     authorizes  HPR to deliver a copy of the Usage Data to  Symmetry  within 60
     days following HPR's receipt  thereof.  The deliveries of Usage Data to HPR
     and to Symmetry shall be subject to the following terms and conditions:

     (i) such  Usage  Data will be in the form of  so-called  "flat" or  similar
     files of  Licensee,  but may,  at the option of  Licensee,  be subject to a
     scrambling  algorithm  consistently applied within each data submission and
     across all data submissions for Licensee to preserve the confidentiality of
     identification of the patients and providers contained therein; and, to the
     extent  requested  by  Licensee,  HPR will  provide  reasonable  amounts of
     assistance in effecting the scrambling;

     (ii)  notwithstanding  the provisions of Section 7 of the Software  License
     Agreement,  Symmetry shall have the right,  in Symmetry's sole and absolute
     discretion,   to  sell,  assign,   transfer  or  convey,  with  or  without
     consideration, the Usage Data received by Symmetry pursuant to the Software
     License  Agreement,  or any data,  service  or  products  incorporating  or
     derived in whole or in part from such Usage Data,  to any one or more third
     parties; and

     (iii) Licensee shall retain full right and title to its claims and the data
     contained  therein  (exclusive  of claims  and  encounter  data in a format
     containing ETG identifiers,  which claims and encounter data are subject to
     the obligations of Licensee to deliver


<PAGE>



UsageData to HPR, to HPR's  rights to provide such Usage Data to Symmetry and to
     the  obligations  of Licensee  as set forth in Section 7.2 of the  Software
     License Agreement).


Date of HPR Software  License  Agreement or applicable  exhibit thereto to which
this Amendment relates:

-------------------------------