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                                                                 EXHIBIT 10.10.1

            FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
                                   (TERM LOAN)

     THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (TERM LOAN)
(this "AMENDMENT") is made and entered into as of this 29th day of March, 2002,
by and between CAPITALSOURCE FINANCE LLC., a Delaware limited liability company
(hereinafter "LENDER") and APS HEALTHCARE HOLDINGS, INC., a Delaware corporation
("BORROWER").

                                    RECITALS

     A.   WHEREAS, pursuant to the terms and subject to the conditions of that
certain Amended and Restated Credit Agreement (Term Loans) dated as of July 23,
2001 between the Lender and Borrower (such Amended and Restated Credit
Agreement, as the same is hereby amended and may hereafter be amended from time
to time, being hereinafter referred to as the "LOAN AGREEMENT"), the Borrower
was provided a term loan facility in an aggregate amount not to exceed
$20,000,000 which included a letter of credit facility;

     B.   WHEREAS, payment of the Obligations of the Borrower under the Loan
Agreement is supported by the guaranties of APS Healthcare, Inc. ("PARENT") and
various subsidiaries of Borrower and Parent (collectively, the "GUARANTORS");

     C.   WHEREAS, to secure, in part, the Obligations (as defined in the Loan
Agreement), the Borrower, Parent and the Guarantors have heretofore executed in
favor of the Lender certain Loan Documents (as defined in the Loan Agreement),
such Loan Documents to continue as amended in connection herewith in full force
and effect upon the execution of this Amendment, all of such Loan Documents to
continue to secure the payment by the Borrower of the Obligations under the Loan
Agreement, all as more fully set forth herein;

     D.   WHEREAS, the Borrower's subsidiary, APS Healthcare Bethesda, Inc.
("APS BETHESDA"), desires to acquire (the "ACQUISITION") all of the ownership
interests of Innovative Resource Group, LLC ("IRG") from CC Holding, LLC, IRG
being the sole owner of all of the capital stock of CNR Partners, Inc. ("CNR").
The Acquisition is to be made pursuant to the terms of that certain Purchase and
Sale Agreement dated March 29, 2002 by and among APS Bethesda, IRG, CC Holdings,
LLC and Cobalt Corporation (the "PURCHASE AGREEMENT").

     E.   WHEREAS, APS Bethesda has formed a new wholly-owned subsidiary called
"APS Clinics of Puerto Rico, Inc." ("APS CLINICS") (APS Clinics, together with
IRG and CNR, sometimes collectively referred to herein as the "NEW GUARANTORS")
and has formed a new wholly-owned subsidiary called "APS Healthcare Ohio, Inc."
("APS OHIO").

     F.   WHEREAS, Borrower has requested Lender increase the amount of the Term
Loan to $30,000,000 and provide a $5,000,000 Bridge Loan in order to consummate
the Acquisition.

     G.   WHEREAS, in furtherance of the foregoing and to evidence the
agreements of the parties hereto in relation thereto the parties hereto desire
to amend the Loan Agreement as hereinafter provided;

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     NOW, THEREFORE, in consideration of the premises herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, agree as follows:

                                    AGREEMENT

                                    ARTICLE I
                                   DEFINITIONS

     1.01 Capitalized terms used in this Amendment are defined in the Loan
Agreement, as amended hereby, unless otherwise stated.

                                   ARTICLE II
                          AMENDMENTS TO LOAN AGREEMENT

     The Loan Agreement is hereby amended as follows:

     2.01 AMENDMENT AND RESTATEMENT OF SECTION 2.2. Effective as of the date of
this Amendment, Section 2.2 of the Loan Agreement is hereby amended and restated
in its entirety as follows:

     "The Term Loan shall be evidenced by the five (5) term promissory notes
     (individually, "Note A-1", "Note A-2", "Note B-1", "Note B-2" and "Note C,"
     and collectively, the "Term Note"), each dated March 29, 2002 payable by
     Borrower to the order of Lender in the original principal amounts of
     $6,000,000, $4,000,000, $5,000,000, $5,000,000 and $10,000,000,
     respectively, as the same may be modified, amended or supplemented from
     time to time."

     2.02 AMENDMENT AND RESTATEMENT OF SECTION 2.3. Effective as of the date of
this Amendment, Section 2.3 of the Loan Agreement is hereby amended and restated
in its entirety as follows:

     "Interest on the outstanding balance of the Term Loan shall be payable
     monthly in arrears on the first day of each calendar month at an annual
     rate of the Prime Rate plus 4.5% PROVIDED, HOWEVER, interest on the
     outstanding balance of the Term Loan shall be at an annual rate of the
     Prime Rate plus 1.0% after the consummation of a Qualified IPO. Interest
     under the Term Loan shall be calculated on the basis of a 360-day year and
     for the actual number of calendar days elapsed in each interest calculation
     period. Interest accrued on the Term Loan shall be due and payable on the
     first day of each calendar month commencing July 1, 2001, and continuing
     until the later of the expiration of the Term and the full performance and
     irrevocable payment in full in cash of the Obligations under the Term Loan.

     2.03 AMENDMENT AND RESTATEMENT OF SECTION 2.4(a). Effective as of the date
of this Amendment, Section 2.4(a) of the Loan Agreement is hereby amended and
restated in its entirety as follows:

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          "(a) Payment of principal outstanding under the Term Loan shall be
     made quarterly as follows:

               (i)   an amount equal to $250,000 on July 1, 2002;

               (ii)  on July 2, 2002, an amount to be paid each calendar quarter
          during the remaining Term shall be set based upon a seven year
          amortizing schedule for the principal outstanding under the Term Loan
          as of July 2, 2002, and such quarterly payment shall be due and
          payable on October 1, 2002 and on each January 1, April 1, July 1 and
          October 1 thereafter during the Term; and

               (iii) on March 31, 2005, all outstanding Obligations under the
          Term Loan shall be due and payable in full."

     2.04 AMENDMENT AND RESTATEMENT OF SECTION 2.8. Effective as of the date of
this Amendment, Section 2.8 of the Loan Agreement is hereby amended and restated
in its entirety as follows:

          "In addition to any other mandatory prepayment or acceleration of the
     Term Loan required by the terms of this Agreement or any Loan Document:

               (a)   in the event of a Change of Control on or prior to the
          first Business Day following the date of such Change of Control,
          Borrower shall prepay the Loans, in full together with accrued
          interest thereon to the date of prepayment, and all other Obligations
          owing to Lender hereunder or under the other Loan Documents;

               (b)   if Borrower or any of its Subsidiaries sells any of its
          material assets or other properties (other than in the ordinary course
          of business), receives any property damage insurance award which is
          not used to repair or replace the property covered thereby, or incurs
          any Indebtedness except for Permitted Indebtedness, then Borrower
          shall apply 100% of the proceeds of any such sale (to the extent such
          proceeds exceed $100,000, and then only to the extent of such excess),
          award or Indebtedness to the prepayment of the Loans and the
          Obligations hereunder, provided, however, that the reduction of
          principal amortization shall be applied first to the last principal
          payment due under Section 2.4(a) until such payment is reduced to zero
          and then to the next preceding principal payment required under
          Section 2.4(a) until any such preceding payment or payments is reduced
          to zero. Once all principal amounts owing under the Term Loan have
          been fully repaid, any such remaining proceeds shall be applied to the
          other Obligations as Lender may elect; and

               (c)   In addition, and notwithstanding any other provision of
          this Agreement or any other Loan Document, commencing with the fiscal
          year ending December 31, 2003, and for each additional fiscal year of
          the Term and until such time as all Obligations shall be indefeasibly
          paid in cash in full and performed, fifty percent (50%) of Borrower's
          Excess Cash Flow for each fiscal year during such period(s) shall be
          paid by Borrower to Lender and shall be applied by Lender to reduce
          the outstanding balance of the Term Loan, provided, however, that the

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          reduction of principal amortization shall be applied to the reserves
          that would replace Letters of Credit, then applied to the last
          principal payment due under Section 2.4(a) until such payment is
          reduced to zero and thereafter applied to the next preceding principal
          payment required under Section 2.4(a) until any such preceding payment
          or payments is reduced to zero. Once all principal amounts owing under
          the Term Loan have been fully repaid, any such prepayments as a result
          of Excess Cash Flow shall be applied to the other Obligations as
          Lender may elect. Such payments shall be made no later than thirty
          (30) calendar days after preparation of Borrower's audited financial
          statements, but in any event not later than one hundred and forty-five
          (145) calendar days after the end of the fiscal year to which such
          Excess Cash Flow relates."

     2.05 NEW SECTION 2.14. Effective as of the date of this Amendment, a new
Section 2.14 shall be added to the Loan Agreement to read in its entirety as
follows:

          "2.14 BRIDGE LOAN

                (a)   Subject to the terms and conditions set forth in this
          Agreement, Lender agrees to provide a term loan to Borrower in an
          amount equal to $5,000,000 (the "BRIDGE LOAN") to be evidenced by a
          promissory note (the "BRIDGE NOTE") dated March 29, 2002 payable by
          Borrower to the order of Lender in the original principal amount of
          $5,000,000, as the same may be modified, amended or supplemented from
          time to time. The proceeds of the Bridge Loan will be used solely by
          the Borrower's subsidiary, APS Healthcare Bethesda, Inc., to complete
          the acquisition of Innovative Resource Group, LLC pursuant to the
          terms of the IRG Purchase Agreement. The Bridge Loan is not a
          revolving credit facility, and any repayments of principal shall be
          applied to permanently reduce the Bridge Loan.

                (b)   Interest on the outstanding balance of the Bridge Loan
          shall be payable monthly in arrears on the first day of each calendar
          month at a rate equal to the greater of (i) sixteen percent (16%) per
          annum, and (ii) an annual rate of the Prime Rate plus 3.5%, such
          interest to be calculated on the basis of a 360-day year and for the
          actual number of calendar days elapsed in each interest calculation
          period. Interest accrued on the Bridge Loan shall be due and payable
          on the first day of each calendar month commencing May 1, 2002, and
          shall continue until the later of the expiration of the term and the
          full performance and irrevocable payment in full in cash of the
          Obligations under the Bridge Loan.

                (c)   Unless due and payable earlier as required under Section
          2.14(d) hereof or any other provision under this Agreement, all
          principal outstanding under the Bridge Loan, and all outstanding
          Obligations under the Bridge Loan (including, without limitation, all
          principal, accrued but unpaid interest to the date of prepayment, fees
          and expenses related thereto) shall be due and payable in full on the
          earlier of (i) the occurrence of an Event of Default (if so required
          pursuant hereto) or Lender's demand upon an Event of Default, and (ii)
          September 30, 2003.

                (d)   In addition to any other mandatory prepayment or
          acceleration of the Bridge Loan required by the terms of this
          Agreement or any Loan Document, Borrower shall prepay the Bridge Loan
          and all Obligations related thereto (including, without

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          limitation, all principal, accrued but unpaid interest to the date of
          prepayment, fees and expenses related thereto) in full on the earlier
          of (i) within three (3) Business Days after the closing of a Qualified
          IPO, (ii) on the first Business Day following the date of any Change
          of Control; and (iii) simultaneously with the payment in full of all
          amounts owing under the Term Loan."

     2.06 AMENDMENT AND RESTATEMENT OF SECTION 3.2. Effective as of the date of
this Amendment, Section 3.2 of the Loan Agreement is hereby amended and restated
to read in its entirety as follows:

          "3.2 EARLY TERMINATION FEE AND YIELD MAINTENANCE

          (a) If on or before September 30, 2003, the Term Loan is repaid in
     full by Borrower under SECTION 2.8 hereof as a result of a Change of
     Control, Borrower shall pay Lender, as yield maintenance for the loss of
     bargain and not as a penalty, an amount equal to the product of (i)
     $10,000,000, MULTIPLIED BY the annual interest rate on the Term Loan at the
     time of the repayment, MULTIPLIED BY (ii) the number of days remaining
     between the repayment date and September 30, 2003, (iii) DIVIDED BY 360
     days.

          (b) If on or before March 31, 2004, the Term Loan is repaid in full
     and terminated by Borrower under SECTION 11.2 hereof or otherwise as a
     result of a refinancing of the Term Loan with another lender, Borrower
     shall pay Lender as yield maintenance for the loss of bargain and not as a
     penalty, an amount equal to the product of (i)the greater of (x)$10,000,000
     or (y) the outstanding principal balance of the Term Loan immediately prior
     to the subject repayment, MULTIPLIED BY the annual interest rate on the
     Term Loan at the time of the repayment, MULTIPLIED BY (ii) the number of
     days remaining between the repayment date and March 31, 2004, (iii) DIVIDED
     BY 360 days.

          (c) If on or before June 30, 2002 the Bridge Loan is repaid in full
     for any reason (including without limitation, by Borrower under SECTION
     11.2 hereof, Lender's demand for payment in full upon the occurrence of an
     Event of Default, or a mandatory prepayment under SECTION 2.14(d) hereof),
     then upon such repayment Borrower shall pay to Lender as yield maintenance
     for the loss of bargain and not as a penalty, an amount equal to (x)
     $200,000 (an amount equal to the aggregate interest scheduled to be earned
     by Lender under the Bridge Loan from the date of such loan until June 30,
     2002), less (y) the amount of interest actually collected by Lender on the
     Bridge Loan prior to the date of such repayment.

          (d) If at any time on or before March 31, 2004, the Term Loan is
     voluntarily repaid by Borrower to an amount below $10,000,000, Borrower
     shall pay Lender as yield maintenance for the loss of bargain and not as a
     penalty, an amount equal to (i) $10,000,000, MULTIPLIED BY the annual
     interest rate on the Term Loan at the time of the repayment, MULTIPLIED BY
     (ii) the number of days remaining between the repayment date and March 31,
     2004, (iii) DIVIDED BY 360 days."

     2.07 NEW SECTION 3.7. Effective as of the date of this Amendment, a new
Section 3.7 is hereby added to this Agreement as follows:

          "3.7 QUALIFIED IPO SUCCESS FEE Within three (3) Business Days after
     the closing as a Qualified IPO, Borrower shall pay Lender the Qualified IPO
     Success Fee."

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     2.08 AMENDMENT AND RESTATEMENT OF SECTION 7.6(b). Effective as of the date
of this Amendment, Section 7.6(b) of the Loan Agreement is hereby amended and
restated to read in its entirety as follows:

          "(b) any Indebtedness set forth on SCHEDULE 5.21 including the
     subordinated Indebtedness to Can Partners Investments IV, LLC, which shall
     not exceed $7,750,000 (excluding accrued and unpaid interest);"

     2.09 NEW SECTIONS 7.6(g) AND (h). Effective as of the date of this
Amendment, new Sections 7.6(g) and (h) shall be added to the Loan Agreement to
read in their entirety as follows:

          "(g) Subordinated Indebtedness owing by APS Healthcare Bethesda, Inc.
     to CC Holdings, LLC in an amount not to exceed $10,000,000; and

           (h) Indebtedness owing by APS Healthcare Bethesda, Inc. to Sheppard
     Pratt Health Systems, Inc. ("SPHS") evidenced by those two (2) certain
     promissory notes each dated August 31, 2001 payable by APS Healthcare
     Bethesda, Inc. to SPHS in the principal amounts of $466,000 and $240,000,
     respectively."

     2.10 AMENDMENT AND RESTATEMENT OF SECTION 7.13. Effective as of the date of
this Amendment, Section 7.13 of the Loan Agreement is hereby amended and
restated in its entirety as follows:

          "Borrower shall not cause, suffer, agree to or permit a Change of
     Control of Borrower or any of its Subsidiaries. Borrower shall not, and
     shall not permit any of its Subsidiaries to, amend, modify, restate or
     change its certificate of incorporation or bylaws or similar charter
     documents in a manner that would be adverse to Lender; and PROVIDED
     FURTHER, that Borrower shall not be required to obtain Lender's consent to
     a Qualified IPO, provided that the proceeds thereof are applied in
     accordance herewith and no Default or Event of Default is caused thereby
     but Borrower shall be required to obtain Lender's prior written consent to
     any other initial public offerings."

     2.11 NEW SECTION 7.16. Effective as of the date of this Amendment, a new
Section 7.16 is hereby added to the Loan Agreement to read in its entirety as
follows:

          "7.16 MINIMUM OUTSTANDINGS. Borrower agrees to maintain a minimum
     outstanding principal balance under the Term Loan at an amount not less
     than $10,000,000 until March 31, 2004, unless Borrower is required to repay
     the entire Term Loan earlier under the terms of this Agreement."

     2.12 NEW SECTION 7.17. Effective as of the date of this Amendment, a new
Section 7.17 is hereby added to the Loan Agreement to read in its entirety as
follows:

          "7.17 APS OHIO. Borrower agrees to do either of the following on or
     before May 15, 2002: (a) dissolve APS Healthcare Ohio, Inc., or (b) comply
     to Lender's satisfaction with all terms and conditions of Section 6.12 of
     the Loan Agreement with respect to APS Healthcare Ohio, Inc."

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     2.13 AMENDMENT AND RESTATEMENT OF CERTAIN EVENTS OF DEFAULT. Effective as
of the date of this Amendment, paragraphs (i) and (j) of Article VIII of the
Loan Agreement are amended and restated in their entirety as follows:

          "(i) any Change of Control of Borrower or any Guarantor shall occur,
     or any agreement or commitment to cause or that may result in any such
     Change of Control shall have been entered into by Borrower or any Guarantor
     or any initial public offering shall occur (except for a Qualified IPO in
     which Borrower uses proceeds to satisfy the Bridge Loan, pay the Qualified
     IPO Success Fee and satisfy certain other Obligations as required under
     this Agreement);

          (j)  any (i) Material Adverse Effect or Material Adverse Change shall
     occur or shall be reasonably expected to occur, (ii) amendment or
     termination of any of the Service Agreements (as defined in the IRG
     Purchase Agreement without the prior written consent of Lender, (iii)
     amendment or modification of the IRG Purchase Agreement without the prior
     written consent of Lender, or (iv) default by Cobalt Corporation in its
     obligations under Section 4.2 of the Purchase Agreement."

     2.14 AMENDMENT OF SECTION 11.3. Effective as of the date of this Amendment,
the term "Term Loan" set forth in Section 11.3 of the Loan Agreement shall be
amended and replaced with the term "Loans."

     2.15 AMENDMENT OF SECTION 12.3(b). Effective as of the date of this
Amendment, the fifth sentence of Section 12.3(b) of the Loan Agreement is hereby
deleted.

     2.16 NEW SECTION 12.3(d). Effective as of the date of this Amendment, a new
Section 12.3(d) is hereby added to the Loan Agreement to read in its entirety as
follows:

          "(d) Borrower agrees to use its commercially reasonable best efforts
     to assist the Lender in assigning or selling participations in all or any
     part of any Loans made by the Lender to another Person identified by the
     Lender and/or appointing Lender the collateral and/or administrative agent
     for other lenders or participants (including, without limitation, agreeing
     to execute any amendments or modifications to this Agreement and the other
     Loan Documents required by Lender to accomplish the foregoing)."

     2.17 NEW SECTION 12.13. Effective as of the date of this Amendment, a new
Section 12.13 is hereby added to the Loan Agreement to read in its entirety as
follows:

          "12.13 CONFIDENTIALITY AND PUBLICITY Borrower agrees, and agrees to
     cause each of its Affiliates, (i) except to the extent required by
     applicable laws or regulations (in which case Borrower shall, and shall
     cause its Affiliates to, request and use its best efforts to obtain
     confidential treatment of such information to the extent permitted by
     applicable law), not to transmit or disclose any provision of any Loan
     Document to any Person (other than to Borrower's directors, advisors and
     officers on a need-to-know basis) without Lender's prior written consent,
     and (ii) to inform all Persons of the confidential nature of the Loan
     Documents and to direct them not to disclose the same to any other Person
     and to require each of them to be bound by these provisions. Lender
     reserves the right to review and approve all materials that Borrower or any
     of its Affiliates prepares that contain Lender's

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     name or describe or refer to any Loan Document, any of the terms thereof or
     any of the transactions contemplated thereby. Borrower shall not, and shall
     not permit any of its Affiliates to, use Lender's name (or the name of any
     of Lender's Affiliates) in connection with any of its business operations,
     PROVIDED, that Borrower may disclose the Lender's name, the aggregate
     principal amount of the Loans outstanding and other principal terms of such
     Loans to its shareholders and prospective purchasers of equity securities
     of Borrower so long as Borrower informs such prospective purchasers of the
     confidential nature of such information and such Persons agree in writing
     not to disclose the same to any other Person and to be bound by the
     confidentiality provisions of this Agreement. Nothing contained in any Loan
     Document is intended to permit or authorize Borrower or any of its
     Affiliates to contract on behalf of Lender. Further, the Borrower agrees
     that Lender or any Affiliate of Lender may (i) disclose a general
     description of transactions arising under the Loan Documents for
     advertising, marketing or other similar purposes, and (ii) use any
     Borrower's or Guarantor's name, logo or other indicia germane to such party
     in connection with such advertising, marketing or other similar purposes."

     2.18 AMENDMENT TO SECTION 12.6. Effective as of the date of this Amendment,
the address for notice purposes for Lender shall be as follows:

                     CapitalSource Finance LLC
                     4445 Willard Avenue
                     12th Floor
                     Chevy Chase, MD  20815
                     Attn:  Corporate Finance Group Portfolio Manager
                     Telephone:  (301) 841-2700
                     FAX:  (301) 841-2360
                     E-Mail:  rdailey@capitalsource.com

     2.19 AMENDMENT OF DEFINITION OF "MAXIMUM LOAN AMOUNT". Effective as of the
date of this Amendment, the term "Maximum Loan Amount" set forth in the preamble
to the Loan Agreement and used throughout the Loan Agreement shall be Thirty
Million Dollars ($30,000,000).

     2.20 AMENDMENT OF DEFINITION "CHANGE OF CONTROL". Effective as of the date
of this Amendment, paragraph (c) of the definition of "Change of Control" set
forth in Appendix A to the Loan Agreement shall be amended and restated to read
in its entirety as follows:

          "(c) the consummation of any sale of the capital stock of Borrower or
          any Guarantor in a single or series of related transactions in excess
          of $1,000,000 other than (i) pursuant to a Qualified IPO and (ii) any
          secondary public sales of securities after a Qualified IPO in a single
          or series of related transactions in excess of $1,000,000;"

     2.21 AMENDMENT OF DEFINITION OF "GUARANTOR" AND "GUARANTORS". Effective as
of the date of this Amendment, the definition of "Guarantor" and "Guarantors"
set forth in Appendix A to the Loan Agreement shall be amended to include IRG,
CNR and APS Clinics.

     2.22 AMENDMENT OF DEFINITION OF "LOAN DOCUMENTS". Effective as of the date
of this Amendment, the definition of "Loan Documents" in Appendix A to the Loan
Agreement shall also include the Warrant.

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     2.23 AMENDMENT AND RESTATEMENT OF DEFINITION OF "NOTE". Effective as of the
date of this Amendment, the definition of "Note" set forth in Appendix A to the
Loan Agreement shall be amended and restated in its entirety to read as follows:

          "'NOTE' shall mean individually and collectively the Term Notes and
     the Bridge Note, as the same may be modified, amended or supplemented from
     time to time."

     2.24 AMENDMENT AND RESTATEMENT OF DEFINITION OF "OBLIGATIONS". Effective as
of the date of this Amendment, the definition of "Obligations" set forth in
Appendix A to the Loan Agreement shall also include Borrower's obligation to pay
the Qualified IPO Success Fee.

     2.25 AMENDMENT AND RESTATEMENT OF DEFINITION OF "PAYMENT OFFICE". Effective
as of the date of this Amendment, the definition of "Payment Offices" set forth
in Appendix A to the Loan Agreement shall be amended and restated in its
entirety as follows:

          "'PAYMENT OFFICE' shall mean 4445 Willard Avenue, 12th Floor, Chevy
     Chase, MD 20815, and thereafter, such other office of Lender, if any, which
     it may designate by notice to Borrower to be the Payment Office."

     2.26 AMENDMENT AND RESTATEMENT OF "PUERTO RICO COLLATERAL". Effective as of
the date of this Amendment, the definition of "Puerto Rico Collateral" set forth
in Appendix A to the Loan Agreement shall be amended and restated in its
entirety as follows:

          "'PUERTO RICO COLLATERAL' shall mean all assets owned by APS
     Healthcare Puerto Rico, Inc., and/or APS Clinics of Puerto Rico, Inc."

     2.27 AMENDMENT AND RESTATEMENT OF "SUBORDINATION AGREEMENT". Effective as
of the date of this Amendment, the definition of "Subordination Agreement" set
forth in Appendix A to the Loan Agreement shall be amended and restated in its
entirety as follows:

          "'SUBORDINATION AGREEMENT' shall mean, individually and collectively,
     the Subordination Agreement(s) which Lender and junior lenders of Borrower
     and the Guarantors are a party, as such may be modified, amended or
     supplemented from time to time."

     2.28 AMENDMENT AND RESTATEMENT OF DEFINITION OF "TERM". Effective as of the
date of this Amendment, the definition of "Term" set forth in Appendix A to the
Loan Agreement shall be amended and restated as follows:

          "'TERM' shall mean the period commencing on the Closing Date and
     ending on March 31, 2005."

     2.29 AMENDMENT AND RESTATEMENT OF DEFINITION OF "WARRANT". Effective as of
the date of this Amendment, the definition of "Warrant" set forth in Appendix A
to the Loan Agreement shall be amended and restated to read in its entirety as
follows:

          "'WARRANT' AND 'AMENDED AND RESTATED WARRANT' shall mean that Warrant
     executed by and delivered to Lender in connection herewith, as may be
     modified, amended, restated or supplemented from time to time."

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     2.30 NEW DEFINITIONS. Effective as of the date of this Amendment, Annex A
to the Loan Agreement is amended by adding the following definitions thereto, to
be inserted in appropriate alphabetical order:

          "'ADVANCE' shall mean the Bridge Loan and any Initial Draw or
     Additional Draw under this Agreement.

          'IRG PURCHASE AGREEMENT' shall mean that certain Purchase and Sale
     Agreement dated March ___, 2002 by and among APS Healthcare Bethesda, Inc.,
     Innovative Resource Group, LLC, CC Holdings, LLC and Cobalt Corporation.

          'QUALIFIED IPO' shall mean an underwritten public offering, pursuant
     to an effective registration statement under the Securities Act of 1933, as
     amended, and under other applicable securities laws and regulations
     covering the offer and sale of capital stock of APS Healthcare, Inc., a
     Delaware corporation, which generates a minimum of $30,000,000 in gross
     proceeds, and as to which offering Lender has not, prior to the
     effectiveness of the offering, indicated Lender's reasonable objection.

          'QUALIFIED IPO SUCCESS FEE' shall mean an amount equal to $1,275,000."

     2.31 PURPOSE OF TERM LOAN. Effective as of the date of this Amendment, the
Loan Agreement shall be amended to permit $12,000,000 of the proceeds of the
Term Loan to be used to complete the acquisition of Innovative Resource Group,
Inc., pursuant to the terms of the IRG Purchase Agreement.

     2.32 AMENDMENT OF SCHEDULE 5.3. Effective as of the date of this Amendment,
Schedule 5.3 to the Loan Agreement is hereby amended to include the names of any
Subsidiaries of IRG, CNR and APS Clinics which are set forth on SCHEDULE A
attached hereto and incorporated herein by reference for all purposes.

     2.33 AMENDMENT OF SCHEDULE 5.4. Effective as of the date of this Amendment,
Schedule 5.4 to the Loan Agreement is hereby amended to include any joint
ventures, partnerships or similar arrangements entered into by IRG, CNR and APS
Clinics which are set forth on SCHEDULE B attached hereto and incorporated
herein by reference for all purposes.

     2.34 AMENDMENT OF SCHEDULE 5.5A. Effective as of the date of this
Amendment, Schedule 5.5A to the Loan Agreement is hereby amended to include a
listing of all real properties owned or leased by IRG, CNR and APS Clinics which
are set forth on SCHEDULE C attached hereto and incorporated herein by reference
for all purposes.

     2.35 AMENDMENT OF SCHEDULE 5.5B. Effective as of the date of this
Amendment, Schedule 5.5B to the Loan Agreement is hereby amended to include any
real property leases of IRG, CNR and APS Clinics which are set forth on SCHEDULE
D attached hereto and incorporated herein by reference for all purposes.

     2.36 AMENDMENT OF SCHEDULE 5.8. Effective as of the date of this Amendment,
Schedule 5.8 to the Loan Agreement is hereby amended to include any Subsidiaries
of IRG, CNR

                                      -10
<Page>

and APS Clinics which are set forth on SCHEDULE E attached hereto and
incorporated herein by reference for all purposes.

     2.37 AMENDMENT OF SCHEDULE 5.14. Effective as of the date of this
Amendment, Schedule 5.14 to the Loan Agreement is hereby amended to include any
Intellectual Property of IRG, CNR and APS Clinics which are set forth on
SCHEDULE F attached hereto and incorporated herein by reference for all
purposes.

     2.38 AMENDMENT OF SCHEDULE 5.21. Effective as of the date of this
Amendment, Schedule 5.21 to the Loan Agreement is hereby amended to include any
outstanding Indebtedness or liens of IRG, CNR and APS Clinics required to be
disclosed under Section 5.21 of the Loan Agreement which are set forth on
SCHEDULE G attached hereto and incorporated herein by reference for all
purposes.

     2.39 AMENDMENT OF SCHEDULE 5.23. Effective as of the date of this
Amendment, Schedule 5.23 to the Loan Agreement is hereby amended to include any
agreements described in Section 5.23 of the Loan Agreement entered into by IRG,
CNR and APS Clinics which are set forth on SCHEDULE H attached hereto and
incorporated herein by reference for all purposes.

     2.40 AMENDMENT OF SCHEDULE 5.24. Effective as of the date of this
Amendment, Schedule 5.24 to the Loan Agreement is hereby amended to include any
of the conflict of interest items described in Section 5.24 of the Loan
Agreement with respect to IRG, CNR and APS Clinics which are set forth on
SCHEDULE I attached hereto and incorporated herein by reference for all
purposes.

     2.41 AMENDMENT OF SCHEDULE 5.25. Effective as of the date of this
Amendment, Schedule 5.25 to the Loan Agreement is hereby amended to include all
of the insurance policies of IRG, CNR and APS Clinics which are set forth on
SCHEDULE J attached hereto and incorporated herein by reference for all
purposes.

     2.42 AMENDMENT OF SCHEDULE 5.26A. Effective as of the date of this
Amendment, Schedule 5.26A to the Loan Agreement is hereby amended to include all
of the places of business and chief executive offices of IRG, CNR and APS
Clinics which are set forth on SCHEDULE K attached hereto and incorporated
herein by reference for all purposes.

     2.43 AMENDMENT OF SCHEDULE 5.26B. Effective as of the date of this
Amendment, Schedule 5.26B to the Loan Agreement is hereby amended to include the
locations of Collateral owned by IRG, CNR and APS Clinics which are set forth on
SCHEDULE L attached hereto and incorporated herein by reference for all
purposes.

     2.44 AMENDMENT OF SCHEDULE 5.28. Effective as of the date of this
Amendment, Schedule 5.28 to this Loan Agreement is hereby amended, as set forth
on SCHEDULE M attached hereto and incorporated herein by reference for all
purposes, to include the names under which IRG, CNR and APS Clinics have
conducted business under or used any other names within the last five (5) years.

     2.45 AMENDED AND RESTATED ANNEX I. Effective as of the date of this
Amendment, Annex I is hereby amended and restated to read as set forth on Annex
I attached hereto.

                                      -11
<Page>

     2.46 AMENDED AND RESTATED ANNEX II. Effective as of the date of this
Amendment, Annex II is hereby amended and restated to read as set forth on Annex
II attached hereto.

                                   ARTICLE III
                              CONDITIONS PRECEDENT

     3.01 CONDITIONS TO EFFECTIVENESS. The effectiveness of this Amendment is
subject to the satisfaction of the following conditions precedent in a manner
satisfactory to Lender, unless specifically waived in writing by Lender:

          (a)  Lender shall have received each of the following, each in form
and substance satisfactory to Lender, in its sole discretion, and, where
applicable, each duly executed by each party thereto, other than Lender:

            (i)   This Amendment, duly executed by Borrower and the Guarantors;

           (ii)   A Second Amended and Restated Term Loan--Note A in the
     principal amount of $10,000,000, a Second Amended and Restated Term
     Loan--Note B in the principal amount of $10,000,000, a Term Loan--Note C in
     the principal amount of $10,000,000, and a Bridge Loan--Note in the
     principal amount of $5,000,000, (collectively, the "NOTES") duly executed
     by Borrower;

          (iii)   A Guaranty duly executed by the New Guarantors; and

           (iv)   certified copies of the resolutions of the Board of Directors
     of each of the Borrower, the Guarantors and the New Guarantors authorizing
     the execution, delivery and performance of this Amendment and any and all
     other Loan Documents executed by any of the Borrower, the Guarantors or the
     New Guarantors in connection therewith, along with a certificate of
     incumbency certified by the secretary of each of the Borrower, the
     Guarantors and the New Guarantors with specimen signatures of the officers
     of the Borrower, the Guarantors and the New Guarantors who are authorized
     to sign such documents, all in form and substance satisfactory to the
     Lender; and

            (v)   Pledge Agreement duly executed by APS Bethesda and IRG
     pledging all of their respective ownership interests in IRG, CNR and APS
     Clinics, respectively, along with delivery of the original certificates
     evidencing ownership of such entities and executed stock powers or similar
     documents (undated and in-blank) for each such certificate; and

           (vi)   A Security Agreement duly executed by IRG;

          (vii)   A Security Agreement duly executed by CNR;

         (viii)   A Security Agreement duly executed by APS Clinics;

           (ix)   A Security Agreement executed by APS Healthcare, Inc.;

            (x)   A Collateral Patent, Trademark, Copyright and License
     Agreement duly executed by IRG;

                                      -12
<Page>

           (xi)   A Collateral Assignment of Undertakings Under the Purchase
     Agreement duly executed by APS Bethesda, CC Holdings, LLC and Cobalt
     Corporation;

          (xii)   A Closing Certificate duly executed by APS Bethesda, IRG, CC
     Holdings, LLC and Cobalt Corporation confirming that the Purchase Agreement
     is in full force and effect and that the Acquisition is closed and
     completed;

         (xiii)   First Amendment to Amended and Restated Subordination and
     Intercreditor Agreement duly executed by APS Healthcare, Inc., APS
     Healthcare Holdings, Inc., Lender and CanPartners Investments IV, LLC;

          (xiv)   Subordination Agreement duly executed by APS Bethesda, IRG, CC
     Holdings, LLC and CanPartners Investments IV, LLC;

           (xv)   Amendments to the Security Agreements, executed by Borrower
     and the Guarantors.

          (xvi)   Opinion from Mintz Levin Cohn Ferris Glovsky and Popeo PC,
     opining, in form and substance satisfactory to Lender, which shall cover
     such matters incident to the transactions contemplated by this Amendment
     and the other Loan Document as Lender may reasonably require and the
     Borrower hereby authorizes and directs such counsel to deliver such
     opinions to Lender;

         (xvii)   Such new UCC financing statements or amendments to existing
     UCC financing statements on the Borrower, Guarantors and New Guarantors as
     Lender may require.

        (xviii)   All other documents Lender may request with respect to any
     matter relevant to this Amendment or the transactions contemplated hereby.

          (b)  All conditions set forth in Section 6.12 of the Loan Agreement
shall have been met to Lender's satisfaction with respect to the New Guarantors.

          (c)  All terms and conditions set forth in the commitment letter dated
March 8, 2002 between Borrower and Lender, as amended and extended pursuant to
the letter dated March 26, 2002 between Borrower and Lender, shall have been met
to Lender's satisfaction (collectively, the "COMMITMENT LETTER").

          (d)  The representations and warranties contained herein and in the
Loan Agreement and the other documents executed in connection with the Loan
Agreement (herein referred to as "LOAN DOCUMENTS"), as each is amended hereby,
shall be true and correct as of the date hereof, as if made on the date hereof,
except for such representations and warranties as are by their express terms
limited to a specific date.

          (e)  No Default or Event of Default shall have occurred and be
continuing, unless such Default or Event of Default has been otherwise
specifically waived in writing by Lender.

          (f)  Borrower shall pay to Lender a commitment fee of $100,000 for
this increase in the Term Loan and a commitment fee of $100,000 for providing
the Bridge Loan.

                                      -13
<Page>

          (g)  There has been no Material Adverse Change since the date of the
Commitment Letter.

          (h)  Lender's completion to its satisfaction of its due diligence and
audits in connection with the Acquisition.

          (i)  Borrower shall have delivered to Lender documents, in form and
substance satisfactory to Lender, evidencing (i) the capitalization of Borrower
in such amounts as are satisfactory to Lender, and (ii) a Minimum Working
Capital of NEGATIVE FIVE MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS
(-$5,750,000).

          (j)  All corporate proceedings taken in connection with the
transactions contemplated by this Amendment and all documents, instruments and
other legal matters incident thereto shall be satisfactory to Lender.

                                   ARTICLE IV
                           LIMITED CONSENT AND WAIVER

     4.01 LIMITED CONSENT AND WAIVER. Borrower has (i) requested permission from
Lender to consummate the Acquisition and accordingly effectuate the purchase by
APS Bethesda of all of the outstanding ownership interests in IRG, and (ii)
requested that Lender waive the covenants embodied in the Loan Agreement to the
extent such covenants would be deemed violated solely due to the consummation of
the Acquisition. SUBJECT TO THE SATISFACTION OF THE CONDITIONS PRECEDENT IN
ARTICLE III OF THIS AMENDMENT AND TO THE OTHER TERMS, CONDITIONS AND PROVISIONS
OF THIS AMENDMENT, Lender hereby (i) consents to the consummation of the
Acquisition, and (ii) waives the covenants embodied in the Loan Agreement to the
extent such covenants would be deemed violated solely due to the consummation of
the Acquisition under the terms of the Purchase Agreement attached as Exhibit A
to the Closing Certificate referenced in SECTION 3.01(a)(xi) hereof. The consent
and waiver described in this SECTION 4.01 is strictly limited to the Acquisition
and to the provisions of the Loan Agreement as they relate to the Acquisition.

     4.02 NO OTHER WAIVERS. Except as otherwise specifically provided for in
this Amendment, nothing contained herein shall be construed as a waiver by
Lender of any covenant or provision of the Loan Agreement, the other Loan
Documents, this Amendment or any other contract or instrument between the Lender
and the Borrower or any Guarantor, and the failure of Lender at any time or
times hereafter to require strict performance by the Borrower or any Guarantor
of any provision thereof shall not waive, affect or diminish any right of Lender
to thereafter demand strict compliance therewith. Lender hereby reserves all
rights granted under the Loan Agreement, the other Loan Documents, this
Amendment, and any other contract or instrument between the Borrower and Lender.

                                    ARTICLE V
                  RATIFICATIONS, REPRESENTATIONS AND WARRANTIES

     5.01 RATIFICATIONS. The terms and provisions set forth in this Amendment
shall modify and supersede all inconsistent terms and provisions set forth in
the Loan Agreement and the other

                                      -14
<Page>

Loan Documents, and, except as expressly modified and superseded by this
Amendment, the terms and provisions of the Loan Agreement and the other Loan
Documents are ratified and confirmed and shall continue in full force and
effect. The Borrower, the Guarantors and Lender agree that the Loan Agreement
and the other Loan Documents, as amended hereby, shall continue to be legal,
valid, binding and enforceable in accordance with their respective terms. This
Amendment is not intended to be or to create, nor shall it be construed as or
constitute, a novation or an accord and satisfaction but shall constitute an
amendment of the Loan Agreement.

     5.02 REPRESENTATIONS AND WARRANTIES. The Borrower and the Guarantors hereby
represent and warrant to Lender that (a) the execution, delivery and performance
of this Amendment and any and all other Loan Documents executed and/or delivered
in connection herewith have been authorized by all requisite corporate or
limited partnership or limited liability company action (as applicable) on the
part of the Borrower and the Guarantors and will not violate the Articles (or
Certificates) of Incorporation or Bylaws of the Borrower and the Guarantors that
are corporations or the limited partnership agreements or certificates of
limited partnership of the Borrower and the Guarantors that are limited
partnerships or the articles of formation/organization, regulations or limited
liability company agreements of the Borrower that are limited liability
companies; (b) each of the Company's and Guarantor's Board of Directors (or the
general partner of the applicable limited partnership) or the members or the
Board of Managers of the applicable limited liability company has authorized the
execution, delivery and performance of this Amendment and any and all other Loan
Documents executed and/or delivered in connection herewith; (c) the
representations and warranties contained in the Loan Agreement, as amended
hereby, and any other Loan Document are true and correct on and as of the date
hereof and on and as of the date of execution hereof as though made on and as of
each such date; (d) no Default or Event of Default under the Loan Agreement, as
amended hereby, has occurred and is continuing, unless such Default or Event of
Default has been specifically waived in writing by Lender; (e) the Borrower and
the Guarantors are in full compliance with all covenants and agreements
contained in the Loan Agreement and the other Loan Documents, as amended hereby;
(f) the Borrower and the Guarantors have not amended their Articles (or
Certificates) of Incorporation or their Bylaws or similar organizational
documents since the date of the Loan Agreement; (g) the execution, delivery and
performance of this Amendment and the Loan Documents executed in connection
herewith by Borrower and each Guarantor, as applicable, are with respect to
Borrower and each Guarantor, within its powers, have been duly authorized, and
do not contravene (A) its articles of organization, operating agreement, or
other organization documents, or (B) any applicable law; and (h) no consent,
license, permit, approval or authorization of, or registration, filing or
declaration with any Governmental Authority or other Person, is required in
connection with the execution, delivery, performance, validity or enforceability
of this Amendment or the Loan Documents executed in connection herewith, as
applicable, by or against Borrower or any Guarantor. Borrower further represents
and warrants that (a) all of the entities originally identified on SCHEDULE 5.3
of the Loan Agreement as inactive and in the process of being dissolved have
been dissolved, and (b) all of the entities originally identified on SCHEDULE
5.4 of the Loan Agreement have been dissolved or will be divided within 30 days
after the date hereof.

                                   ARTICLE VI
                            MISCELLANEOUS PROVISIONS

     6.01 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties made herein and in the Loan Agreement or any other Loan Document,
including, without limitation,

                                      -15
<Page>

any document furnished in connection with this Amendment, shall survive the
execution and delivery of this Amendment and the other Loan Documents and the
fundings of the Term Loan and Bridge Loan, and no investigation by Lender or any
closing shall affect the representations and warranties or the right of Lender
to rely upon them.

     6.02 REFERENCE TO LOAN AGREEMENT. Each of the Loan Agreement and the other
Loan Documents, and any and all other Loan Documents, documents or instruments
now or hereafter executed and delivered pursuant to the terms hereof or pursuant
to the terms of the Loan Agreement, as amended hereby, are hereby amended so
that any reference in the Loan Agreement and such other Loan Documents to the
Loan Agreement shall mean a reference to the Loan Agreement, as amended hereby.

     6.03 EXPENSES OF LENDER. As provided in the Loan Agreement, Borrower shall
pay all costs and expenses incurred by Lender or any of its Affiliates,
including, without limitation, documentation and diligence fees and expenses,
all search, audit, appraisal, recording, professional and filing fees and
expenses and all other out-of-pocket charges and expenses (including, without
limitation, UCC and judgment and tax lien searches and UCC filings and fees for
post-closing UCC and judgment and tax lien searches) and reasonable attorneys'
fees and expenses, in connection with entering into, negotiating, preparing,
reviewing and executing this Amendment and the other Loan Documents contemplated
hereby and all related agreements, documents and instruments, including, without
limitation, the UCC-1 Financing Statements and searches required hereunder and
under the Loan Agreement, and all of the same may be charged to Borrower's
account and shall be part of the Obligations. If Lender or any of its Affiliates
uses in-house counsel for any of the purposes set forth above Borrower expressly
agrees that its Obligations include reasonable charges for such work
commensurate with the fees that would otherwise be charged by outside legal
counsel selected by Lender or such Affiliate in its sole discretion for the work
performed. In addition and without limiting the foregoing, Borrower shall pay
all taxes (other than taxes based upon or measured by Lender's income or
revenues or any personal property tax), if any, in connection with the issuance
of the amended note and the recording of the security documents and financing
statements therefor and pursuant to the Security Documents contemplated hereby.

     6.04 BROKER FEES. Borrower agrees that Lender will not be liable in any way
for the payment of any brokerage fees or commissions to any broker or other
person entitled or claiming to be entitled to the same in connection herewith
and the transactions contemplated hereby and by the Acquisition, and Borrower
agrees to indemnify and hold Lender harmless from all claims for brokerage fees
and commissions (other than claims of a broker with whom Lender has directly
contracted with in writing), which may be made in connection with the
transactions contemplated hereby and the Acquisition. Borrower agrees to provide
to Lender specific wire transfer instructions and directions for Lender to pay
on behalf of Borrower, EDL Advisors, LLC, a brokerage fee of $150,000.

     6.05 SEVERABILITY. If any term or provision of this Amendment is
adjudicated to be invalid under applicable laws or regulations, such provision
shall be inapplicable to the extent of such invalidity without affecting the
validity or enforceability of the remainder of this Amendment which shall be
given effect so far as possible.

     6.06 SUCCESSORS AND ASSIGNS. This Amendment is binding upon and shall inure
to the benefit of Lender, all future holders of any Note and all Transferees,
and each of their respective

                                      -16
<Page>

successors and permitted assigns. Borrower may not assign or transfer any of its
rights or obligations hereunder without the prior written consent of Lender.
Lender's ability to sell, assign or transfer all or any part of this Loan
Agreement, and the other Loan Documents, continue to be governed by Section 12.3
of the Loan Agreement.

     6.07 COUNTERPARTS. This Amendment may be executed in one or more
counterparts, all of which taken together shall constitute but one and the same
instrument. This Amendment may be executed by facsimile transmission, which
facsimile signatures shall be considered original executed counterparts for
purposes of this SECTION 6.06, and each party to this Amendment agrees that it
will be bound by its own facsimile signature and that it accepts the facsimile
signature of each other party to this Amendment.

     6.08 EFFECT OF WAIVER. No consent or waiver, express or implied, by Lender
to or for any breach of or deviation from any covenant or condition by Borrower
shall be deemed a consent to or waiver of any other breach of the same or any
other covenant, condition or duty.

     6.09 HEADINGS. The headings, captions, and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.

     6.10 APPLICABLE LAW. THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED
PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN AND
SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE CHOICE
OF LAW PROVISIONS SET FORTH IN THE LOAN AGREEMENT AND SHALL BE SUBJECT TO THE
WAIVER OF JURY TRIAL AND NOTICE PROVISIONS OF THE LOAN AGREEMENT.

     6.11 FINAL AGREEMENT. THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, EACH
AS AMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT
TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT IS EXECUTED. THE LOAN
AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED HEREBY, MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO
MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THIS
AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY BORROWER AND
LENDER.

     6.12 RELEASE BY THE BORROWER. THE BORROWER HEREBY ACKNOWLEDGES THAT
BORROWER HAS NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND
OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL
OR ANY PART OF ITS LIABILITY TO REPAY THE "OBLIGATIONS" OR TO SEEK AFFIRMATIVE
RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM LENDER. THE BORROWER HEREBY
VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES LENDER AND ITS
PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE
"RELEASED PARTIES"), FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF
ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN,
ANTICIPATED OR UNANTICIPATED, SUSPECTED OR

                                      -17
<Page>

UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING
IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH THE
BORROWER MAY NOW OR HEREAFTER HAVE AGAINST THE RELEASED PARTIES, IF ANY, AND
IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION
OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY "LOANS", INCLUDING,
WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING
OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE
EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR OTHER LOAN
DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      -18
<Page>

     IN WITNESS WHEREOF, this Amendment has been executed and is effective as of
the date first above-written.

BORROWER:

APS HEALTHCARE HOLDINGS, INC.

By: /s/ Kenneth A. Kessler
   ----------------------------------
Name:  Kenneth A. Kessler
     --------------------------------
Title: Chief Executive Officer
      -------------------------------

LENDER:

CAPITALSOURCE FINANCE LLC

By: /s / Steven A. Museles
   ----------------------------------
Name:   Steven A. Museles
     --------------------------------
Title:  Senior Vice President
      -------------------------------

<Page>

                        CONSENT, RATIFICATION AND RELEASE

     The undersigned each hereby consents to the terms of the within and
foregoing Amendment (including, without limitation, the terms of new Sections
12.3(d) and 12.3 of the Loan Agreement), confirms and ratifies the terms of (a)
that certain Amended and Restated Guaranty Agreement dated July 23, 2001
executed by APS Healthcare, Inc. for the benefit of Lender, (b) that certain
Amended and Restated Subsidiary Guaranty Agreement dated July 23, 2001 executed
by the undersigned (other than APS Healthcare, Inc. and the New Guarantors) for
the benefit of Lender, and (c) that certain Guaranty Agreement, dated of even
date with the foregoing Amendment, executed by the New Guarantors for the
benefit of Lender (collectively, the "GUARANTY AGREEMENTS"), and acknowledges
that the Guaranty Agreements are in full force and effect and ratifies the same,
that the undersigned each has no defense, counterclaim, set-off or any other
claim to diminish the undersigned's liability under such document, that the
undersigned's consent is not required to the effectiveness of the within and
foregoing Amendment, and that no consent by the undersigned is required for the
effectiveness of any future amendment, modification, forbearance or other action
with respect to the Obligations, the Collateral, or any of the other Loan
Agreements.

     The undersigned each hereby acknowledges and agrees that (a) the term
"Guaranteed Obligations" as referenced in the Guaranty Agreements include the
Term Loan and Bridge Loan (as described in the foregoing Amendment) and all
other Obligations (as defined in the Loan Agreement) and (b) the term "Note" (as
defined in the Guaranty Agreements) shall include the Notes described in Section
3.01(a)(ii) in the foregoing Amendment, and all renewals, modifications,
restatements and replacement thereof.

     The undersigned each hereby acknowledges and agrees (a) that the
indebtedness and obligations secured by the Security Documents (as defined in
the Loan Agreement) executed by the undersigned includes the Term Loan and
Bridge Loan (as described in the foregoing Amendment) and all other Obligations
(as defined in the Loan Agreement) and (b) the Notes described in Section
3.01(a)(iii) of the foregoing Amendment, and all renewal, modifications,
restatements and replacements thereof.

     THE UNDERSIGNED EACH HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER
DISCHARGES LENDER, ITS PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS,
FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS,
EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR
UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT
LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS
AMENDMENT IS EXECUTED, WHICH THE UNDERSIGNED MAY NOW OR HEREAFTER HAVE AGAINST
LENDER, ITS PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY, AND
IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION
OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY "LOANS", INCLUDING,
WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING
OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE
EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR OTHER
AGREEMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.

GUARANTORS:

APS HEALTHCARE, INC.
APS HEALTHCARE NORTHWEST, INC.
APS HEALTHCARE SOUTHWEST, INC.
APS HEALTHCARE BETHESDA, INC.
CH/ECP SYSTEMS, INC.
PSYCH SYSTEMS IPA, INC.
METROPOLITAN IPA, INC.
PSYCH SYSTEMS PPO, INC.
APS HEALTHCARE PUERTO RICO, INC.
INNOVATIVE RESOURCE GROUP, LLC
CNR PARTNES, INC.
APS CLINICS OF PUERTO RICO, INC.

By: /s/ Kenneth A. Kessler
   ----------------------------------
Name:  Kenneth A. Kessler
     --------------------------------
Title: Chief Executive Officer
      -------------------------------

<Page>

ANNEX I
TO
FIRST AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT (TERM LOAN)

                            FUNDING COVENANT SCHEDULE
                             (DOLLARS IN THOUSANDS)

<Table>
<Caption>
                                         MINIMUM
                                         EBITDA
            DATE                        (TTM)(1)
------------------------------------------------
<S>                                     <C>
Jun--02                                 $  2,847
Sept--02                                $  5,719
Dec--02                                 $  8,677
Mar--03                                 $ 11,724
Jun--03                                 $ 12,015
Sept--03                                $ 12,375
Dec--03                                 $ 12,747
Mar--04                                 $ 13,129
Jun--04                                 $ 13,129
Sept--04                                $ 13,129
Dec--04                                 $ 13,129
Mar--05                                 $ 13,129
</Table>

<Table>
<Caption>
                                     TOTAL DEBT/
           DATE                       EBITDA(2)
--------------------------------------------------
<S>                                         <C>
Sept--01                                    2.50 x
Dec--01                                     2.50
Mar--02                                     2.40
Jun--02                                     2.40
Sept--02                                    2.30
Dec--02                                     2.30
Mar--03                                     2.25
Jun--03                                     2.25
Sept--03                                    2.20
Dec--03                                     2.10
Mar--04 and thereafter                      2.00 x
</Table>

<Table>
<Caption>
                                        INTEREST
            DATE                        COVERAGE
------------------------------------------------
<S>                                         <C>
Sept--01                                    2.75
Dec--01                                     2.75
Mar--02                                     3.00
Jun--02                                     3.00
Sept--02                                    3.00
Dec--02                                     3.25
Mar--03                                     3.25
Jun--03                                     3.25
Sept--03                                    3.50
Dec--03                                     3.50
Mar--04 and thereafter                      3.50
</Table>

<Table>
<Caption>
                                    FIXED CHARGE
            DATE                     COVERAGE(3)
------------------------------------------------
<S>                                         <C>
Sept--01                                    1.60
Dec--01                                     1.60
Mar--02                                     1.60
Jun--02                                     1.60
Sept--02                                    1.60
Dec--02                                     1.60
Mar--03                                     1.60
Jun--03                                     1.60
Sept--03                                    1.60
Dec--03                                     1.60
Mar--04 and thereafter                      1.60
</Table>

----------
   (1)  MINIMUM EBITDA will represent the cumulative EBITDA for the preceding
        four quarters, however, the calculation will exclude any period prior to
        July 1, 2001.

   (2)  TOTAL DEBT/EBITDA is based on annualized Minimum EBITDA for the first
        three quarterly calculations.

   (3)  FIXED CHARGE COVERAGE: (EBITDA - Capital Expenditures - Cash Taxes)
        DIVIDED BY (Principal + Interest)

<Page>

                                    ANNEX II
                                       TO
                           FIRST AMENDMENT TO AMENDED
                    AND RESTATED CREDIT AGREEMENT (TERM LOAN)

                            DEFAULT COVENANT SCHEDULE
                             (DOLLARS IN THOUSANDS)

<Table>
<Caption>
                                       MINIMUM
                                        EBITDA
            DATE                       (TTM)(1)
-----------------------------------------------
<S>                                    <C>
Sept--01                               $  2,313
Dec--01                                $  4,647
Mar--02                                $  7,050
Jun--02                                $  9,526
Sept--02                               $  9,762
Dec--02                                $ 10,055
Mar--03                                $ 10,357
Jun--03                                $ 10,667
Sept--03                               $ 10,667
Dec--03                                $ 10,667
Mar--04                                $ 10,667
Jun--04                                $ 10,667
Sept--04                               $ 10,667
Dec--05                                $ 10,667
Mar--05                                $ 10,667
</Table>

<Table>
<Caption>
                                      TOTAL DEBT/
            DATE                       EBITDA(2)
-------------------------------------------------
<S>                                        <C>
Jun--02                                    2.75 x
Sept--02                                   2.75
Dec--02                                    2.75
Mar--03                                    2.75
Jun--03                                    2.75
Sept--03                                   2.50
Dec--03                                    2.50
Mar--04                                    2.50
Jun--04                                    2.40
Sept--04                                   2.30
Dec--04                                    2.20 x
Mar--05                                    2.20x
</Table>

<Table>
<Caption>
                                       INTEREST
             DATE                      COVERAGE
-----------------------------------------------
<S>                                        <C>
Jun--02                                    3.50
Sept--02                                   3.50
Dec--02                                    3.75
Mar--03                                    3.75
Jun--03                                    4.00
Sept--03                                   4.00
Dec--03                                    4.25
Mar--04                                    4.25
Jun--04                                    4.50
Sept--04                                   4.50
Dec--04                                    4.50
Mar--05                                    4.50
</Table>

<Table>
<Caption>
                                   FIXED CHARGE
          DATE                      COVERAGE(3)
-----------------------------------------------
<S>                                        <C>
Jun--02                                    1.30
Sept--02                                   1.30
Dec--02                                    1.30
Mar--03                                    1.30
Jun--03                                    1.30
Sept--03                                   1.30
Dec--03                                    1.30
Mar--04                                    1.30
Jun--04                                    1.30
Sept--04                                   1.30
Dec--04                                    1.30
Mar--05                                    1.30
</Table>

----------
   (1)  MINIMUM EBITDA will represent the cumulative EBITDA for the preceding
        four quarters, however, the calculation will exclude any period prior to
        July 1, 2001.

   (2)  TOTAL DEBT/EBITDA is based on annualized Minimum EBITDA for the first
        three quarterly calculations.

   (3)  FIXED CHARGE COVERAGE: (EBITDA-Capital Expenditures-Cash Taxes)
        DIVIDED BY (Principal + Interest)

<Page>

                                   SCHEDULE A
                                       TO
                           FIRST AMENDMENT TO AMENDED
                    AND RESTATED CREDIT AGREEMENT (TERM LOAN)

                                  SUBSIDIARIES

<Table>
<Caption>
SUBSIDIARY                        AUTHORIZED         ISSUED AND OUTSTANDING
----------                        ----------         ----------------------
<S>                               <C>                <C>
APS Clinics of Puerto Rico, Inc.  1,000              100
Innovative Resource Group, LLC    1,000              100
CNR Partners, Inc.
</Table>

The issued and outstanding shares of APS Clinics of Puerto Rico, Inc. are held
by APS Healthcare of Bethesda, Inc.

The issued and outstanding membership units of Innovative Resource Group, LLC
are held by APS Healthcare of Bethesda, Inc.

CNR Partners, Inc. is a Texas non-profit, non-stock corporation and as such does
not have any authorized capital stock. By the terms of the CNR Partners, Inc.
Articles of Incorporation, CNR Partners, Inc. has one member. The Bylaws of CNR
Partners, Inc. designate Innovative Resource Group, LLC as the sole member. The
Bylaw have been amended and restated to permit issuance of a certificated
membership interest in CNR Partners, Inc.

<Page>

                                   SCHEDULE B
                                       TO
                           FIRST AMENDMENT TO AMENDED
                    AND RESTATED CREDIT AGREEMENT (TERM LOAN)

                                 JOINT VENTURES

None

<Page>

                                   SCHEDULE C
                                       TO
                           FIRST AMENDMENT TO AMENDED
                    AND RESTATED CREDIT AGREEMENT (TERM LOAN)

                                 MATERIAL LEASES

1.   Sublease dated March 29, 2002 by and between APS Healthcare Bethesda, Inc.,
     and Cobalt Corporation, for the premises located at 285 Forest Grove Drive,
     Suite 100, Pewaukee, WI, 2514 South 102nd Street, 1st and 3rd Floors, West
     Allis, WI and 20900 Swenson Drive, Ste 400, Waukesha, WI.

2.   Office Lease dated June 20, 2000 by and between Innovative Resource Group,
     Inc. and Crescent Real Estate Funding III, L.P., for the premises located
     at Eight Greenway Plaza, Houston, TX.

3.   Lease dated October 29, 1998 by and between United Wisconsin Services, Inc.
     and Insurance Building Associates Limited Partnership, for the premises
     located at 10 East Doty Street, Ste 210, Madison, WI.

4.   Office Lease dated July 1, 2001 by and between Cobalt Corporation and Metro
     Square Partnership, for the premises located at Metro Square One, Suite
     125, 10 Phillip Rd., Vernon Hills, IL.

5.   Office Lease Agreement dated May 18, 1999 by and between Seltzer/Delman,
     Inc. and Opus Real Estate America I, LLC, as amended by the Consent and
     Agreement dated June 16, 2000, for the premises located at 1300 Sawgrass
     Corporate Pkwy, Ste 130, Sunrise, FL.

6.   Commercial Lease Agreement dated November 1, 1999 by and between Innovative
     Resource Group, Inc. and Joan C. Walsh and Edward J. Walsh, for the
     premises located at 2612 Ashland Street, Midland, MI.

7.   Lease Agreement dated October 2, 1996 by and between Innovative Resource
     Group, Inc. and Frank J. Grady, M.D., for the premises located at Oyster
     Creek Professional Center, Lake Jackson, TX.

8.   Lease dated October 1. 1989 by and between Innovative Resource Group, Inc.
     and State Compensation Fund of the State of Arizona, as amended November 1,
     1989, April 15, 1992, November 30, 1992, December 1, 1992, July 1, 1995,
     April 11, 1996, December 2, 1996 and September 1, 1999, for the premises
     located at The Abacus Tower Building, 3030 North 3rd Street, Ste 1050,
     Phoenix, AZ.

<Page>

9.   Sublease Agreement dated July 1, 1999 by and between CNR Health, Inc. and
     Clear Lake Psychotherapy and Diagnostics, for the premises located at 17625
     El Camino Real, Suite 490, Houston, TX.

10.  Lease dated October 1, 1989 by and between United Wisconsin Services, Inc.
     and James and Geraldine Guzman, for the premises located at Riverview
     Center, Plover, WI.

11.  Office Lease dated January 20, 1999 by and between NOVA II, L.L.P. and
     Family Health Systems, Inc., for the premises located at 300 North
     Executive Drive, Brookfield, WI.

12.  Lease dated December 10, 2001 by and between Herbert J. Thomas Memorial
     Hospital Association and Innovative Resource Group, LLC, for the premises
     located at 416 Division Street, South Charleston, Kanawha County, West
     Virginia.

<Page>

                                   SCHEDULE D
                                       TO
                           FIRST AMENDMENT TO AMENDED
                    AND RESTATED CREDIT AGREEMENT (TERM LOAN)

                                LEASED PROPERTIES

See Schedules K and L

<Page>

                                   SCHEDULE E
                                       TO
                           FIRST AMENDMENT TO AMENDED
                    AND RESTATED CREDIT AGREEMENT (TERM LOAN)

                                    CONSENTS

CapitalSource Finance, LLC

Canpartners Investments IV, LLC

Board of Directors of Borrower and each Guarantor

<Page>

                                   SCHEDULE F
                                       TO
                           FIRST AMENDMENT TO AMENDED
                    AND RESTATED CREDIT AGREEMENT (TERM LOAN)

                              INTELLECTUAL PROPERTY

1.   Trademarks:

<Table>
<Caption>
     MARK                                 RECORD OWNER                            APPLICATION/REG. NO.
     ----                                 ------------                            --------------------
     <S>                                  <C>                                     <C>
     INNOVATIVE RESOURCE GROUP            Innovative Resource Group, Inc.         2,516,674 (fed.)

     CAVION                               Innovative Resource Group, Inc.         2,284,027 (fed.)

     HEALTHY ADDITIONS                    Innovative Resource Group, Inc.         1,779,315 (fed.)

     CNR HEALTH, INC.                     CNR Health, Inc.                        3000042946 (WI state)
</Table>

2.   Copyrights:

<Table>
<Caption>
     COPYRIGHT                            REGISTERED OWNER                        APPLICATION/REG. NO.
     ---------                            ----------------                        --------------------
     <S>                                  <C>                                     <C>
     CMC2                                 Innovative Resource Group, Inc.         TX - 4 - 684 - 112

     CMC3                                 Innovative Resource Group, Inc.         TX - 4 - 701 - 609

     "Manage the business as well as      Innovative Resource Group, Inc.         TXu - 900 - 755
     the care"

     Medical Case Management Criteria     Not registered                          Not registered
     to Open Cases

     Medical Case Management Criteria     Not registered                          Not registered
     to Close Cases

     Physical Medicine Criteria           Not registered                          Not registered
     (includes PT, OT, and Chiropractic
     but not speech)

     Behavioral Health Criteria           Not registered                          Not registered

     Screening Script: Focused Target     Not registered                          Not registered
     Review
</Table>

<Page>

     The Medical Criteria Set (including the manuals associated therewith) used
     by IRG, LLC are the property of Cobalt or a Cobalt affiliate (this includes
     the Adult Criteria by Body System, Pediatric Criteria by Body System,
     Inpatient Criteria for Adult Elective Cardiac Catheterization, Therapy
     Criteria - PT, OT and ST, and General Medical Compendium).

     The Medical Informatics (data) used by IRG, LLC to produce its utilization
     management reports is the property of Cobalt or a Cobalt affiliate.

3.   Domain Names:

     NAME                                 RECORD OWNER
     ----                                 ------------
     Irgresources.org                     Innovative Resource Group, Inc.

     Irgresources.com                     Innovative Resource Group, Inc.

     Eapweb.com                           Innovative Resource Group, Inc.

4.   Patents:

     Non-provisional patent application (no. 09/187,394) for: Method and
     Apparatus for Managing Health Care and CAVION Software.

5.   Licenses:

     a.   Software License Agreement by and between GEO Access, Inc. and
          Innovative Resource Group

     b.   CAVION Behavioral Health Software Lease Agreement, made June 25, 2001,
          by and between Innovative Resource Group and Landmark Solutions

     c.   That certain Software License Agreement for Utilization Review/Managed
          Care Information System, entered into as of April 17, 1997, by and
          between Cobalt (f/k/a United Wisconsin Services, Inc.) and Trinity
          Computer Services, Inc., as amended to, among other things, add IRG,
          LLC as a party and to permit termination on a quarterly basis.

<Page>

                                   SCHEDULE G
                                       TO
                           FIRST AMENDMENT TO AMENDED
                    AND RESTATED CREDIT AGREEMENT (TERM LOAN)

                              EXISTING INDEBTEDNESS

Innovative Resource Group, LLC has a liability of approximately $402,000 as of
March 31, 2002, designated as "Due to Consolidated Affiliate". This liability is
for amounts owed to Cobalt Corporation.

<Page>

                                   SCHEDULE H
                                       TO
                           FIRST AMENDMENT TO AMENDED
                    AND RESTATED CREDIT AGREEMENT (TERM LOAN)

                           RELATED PARTY TRANSACTIONS

Tammie Miller, an employee of Innovative Resource Group, LLC received a cash
bonus from Cobalt, LLC upon the closing of the acquisition by APS Healthcare
Bethesda, Inc. of Innovative Resource Group, LLC.

<Page>

                                   SCHEDULE I
                                       TO
                           FIRST AMENDMENT TO AMENDED
                    AND RESTATED CREDIT AGREEMENT (TERM LOAN)

                              CONFLICTS OF INTEREST

See Schedule H

<Page>

                                   SCHEDULE J
                                       TO
                           FIRST AMENDMENT TO AMENDED
                    AND RESTATED CREDIT AGREEMENT (TERM LOAN)

                                    INSURANCE

See attached - CNR Partners, Inc., Innovative Resource Group, LLC and APS
Clinics of Puerto Rico, Inc. have all been added as additional insured parties
to the policies listed in the attached Schedule.

<Page>

                     APS HEALTHCARE INC. - COVERAGE SUMMARY
                             (AS OF MARCH 31, 2002)

<Table>
<Caption>
--------------------------------------------------------------------------------------------------------------------------------
    COVERAGE                LIMITS          DEDUCTIBLE  POLICY NUMBER         CARRIER         POLICY PERIOD      PREMIUM & TAXES
--------------------------------------------------------------------------------------------------------------------------------
<S>                <C>                       <C>       <C>               <C>               <C>                       <C>
  Auto (Puerto          $1,000,000 CSL       $  1,000  2225010000050     Preferred Risk     3/27/02 - 3/27/03        $  1,181
      Rico)                                                                Ins. Co.
--------------------------------------------------------------------------------------------------------------------------------
      Auto              $1,000,000 CSL       $    500      AP74311         Progressive      3/31/02 - 3/31/03        $  1,694
--------------------------------------------------------------------------------------------------------------------------------
      Crime                $500,000          $ 50,000    0021427844       National Union    3/31/02 - 3/31/03        $  5,246
                                                                          Fire Insurance
--------------------------------------------------------------------------------------------------------------------------------
   Directors &     $5,000,000 Includes EPLI  $100,000    8165-4604        Executive Risk    3/31/01 - 6/30/02        $ 74,360
    Officers
   Liability
--------------------------------------------------------------------------------------------------------------------------------
    Errors &        $3,000,000/$5,000,000    $100,000    8168-1682        Executive Risk    3/31/02 - 3/31/03        $130,415
   Omissions                                                              Specialty Ins.
 Liability (MGD                                                               Co.
     Care)
--------------------------------------------------------------------------------------------------------------------------------
    Errors &              $1,000,000         $100,000       TBD          Executive Risk     3/31/01 - 3/31/02        $ 10,000
   Omissions                                                             Specialty Ins.
Liability (Puerto                                                             Co.
    Rico)
--------------------------------------------------------------------------------------------------------------------------------
     General        $1,000,000/$2,000,000    $  1,000  OGL-G19800374     Illinois Union    12/31/01 - 12/31/02       $ 94,755
    Liability
--------------------------------------------------------------------------------------------------------------------------------
     General       $9,000,000 xs $1,000,000              PHA015331       Royal Specialty   12/31/01 - 12/31/02       $ 48,015
Liability Excess                                                           Underwriting
--------------------------------------------------------------------------------------------------------------------------------
   Health Care      $3,000,000/$5,000,000    $100,000    8168-1684       Executive Risk     3/31/02 - 3/31/03        $ 75,000
   Consultant                                                              Specialty
  Professional                                                             Insurance
--------------------------------------------------------------------------------------------------------------------------------
</Table>

<Page>

<Table>
<S>                  <C>                     <C>        <C>                <C>             <C>                       <C>
--------------------------------------------------------------------------------------------------------------------------------
     Liab.                                                                    Company
--------------------------------------------------------------------------------------------------------------------------------
  Professional       $1,000,000/$3,000,000     -0-      2000MUT.0008            MAI        12/31/01 - 12/31/02       $127,900
 Liab. (Puerto
    Rico)
--------------------------------------------------------------------------------------------------------------------------------
 Property (APS)          Per Schedule        $  5,000    ESP1500516            Chubb        10/1/01 - 10/01/02       $ 23,173
--------------------------------------------------------------------------------------------------------------------------------
Property (Puerto         See Schedule        $    250    CBP8621007        Preferred Risk   8/23/01 - 8/23/02        $ 23,295
    Rico)                                                                    Insur. Co.
--------------------------------------------------------------------------------------------------------------------------------
   Workers                Statutory            -0-      WC-633-17-12        American Home   10/06/01 - 10/06/02      $148,060
 Compensation                                                                 Assurance
--------------------------------------------------------------------------------------------------------------------------------
 Workers' Comp
 (PR and WA)
--------------------------------------------------------------------------------------------------------------------------------
</Table>

<Page>

                                   SCHEDULE K
                                       TO
                           FIRST AMENDMENT TO AMENDED
                    AND RESTATED CREDIT AGREEMENT (TERM LOAN)

                 PLACES OF BUSINESS AND CHIEF EXECUTIVE OFFICERS

Innovative Resources Group, LLC

Prior to April 1, 2002:
20900 Swenson Drive
Suite 400
Waukesha, WI 53186

As of April 1, 2002 the proposed corporate office will be:
300 N. Executive Drive
Brookfield, WI 53005

CNR Partners, Inc.
8 Greenway Plaza
Suite 1500
Houston, TX 77046

APS Clinics of Puerto Rico, Inc.
6705 Rockledge Drive
Suite 200
Bethesda, MD 20817

<Page>

                                   SCHEDULE L
                                       TO
                     FIRST AMENDMENT TO AMENDED AND RESTATED
                          CREDIT AGREEMENT (TERM LOAN)

                             LOCATIONS OF COLLATERAL

INNOVATIVE RESOURCES GROUP, LLC

Prior to April 1, 2002:
20900 Swenson Drive
Suite 400
Waukesha, WI 53186

As of April 1, 2002 the proposed corporate office will be:
300 N. Executive Drive
Brookfield, WI 53005

List of locations of collateral
between April 1, 2002
and approximately
June 29, 2002:

2514  S. 102nd Street
Ste 100
Milwaukee, WI 53227

285 Forest Grove Drive
Ste 100
Pewaukee, WI 53072

1300 Sawgrass Corp. Pkwy
Ste 130
Sunrise Florida, 33323

135 Oyster Creek Drive
Suite A
Lake Jackson, TX 77566

10 E. Doty Street
Ste 210

<Page>

Madison, WI 53703

2612 Ashman
Midland MI 48640

3030 N. 3rd Street
Suite 1050
Phoenix, AZ 85012

8 Greenway Plaza
Ste 1500
Houston, TX 77046

Metro Square One
Ste 125
10 Phillip Road
Vernon Hills, IL 60061

416 Division Street
South Charleston
West Virginia, 25309

17625 El Camino Real
Ste 403
Houston, TX 77058

List of locations of collateral
on or about
June 29, 2002:

1300 Sawgrass Corp. Pkwy
Ste 130
Sunrise Florida, 33323

135 Oyster Creek Drive
Suite A
Lake Jackson, TX 77566

10 E. Doty Street
Ste 210
Madison, WI 53703

2612 Ashman
Midland MI 48640

<Page>

3030 N. 3rd Street
Suite 1050
Phoenix, AZ 85012

8 Greenway Plaza
Ste 1500
Houston, TX 77046

Metro Square One
Ste 125
10 Phillip Road
Vernon Hills, IL 60061

416 Division Street
South Charleston
West Virginia, 25309

17625 El Camino Real
Ste 403
Houston, TX 77058

CNR PARTNERS, INC.
8 Greenway Plaza
Suite 1500
Houston, TX 77046

APS CLINICS OF PUERTO RICO, INC.

APS Clinics of Puerto Rico, Inc. intends to assume certain leases of clinics
operated by APS Healthcare Puerto Rico, Inc. The collateral locations for APS
Clinics of Puerto Rico, Inc. will consist of one or more of the current
collateral locations listed for APS Healthcare Puerto Rico, Inc. on Schedule
5.26B of the Loan Agreement. The exact locations have not yet been determined.

<Page>

                                   SCHEDULE M
                                       TO
                           FIRST AMENDMENT TO AMENDED
                    AND RESTATED CREDIT AGREEMENT (TERM LOAN)

                                      NAMES

Innovative Resources Group, LLC
formerly known as Innovative Resources Group, Inc. which was formerly known as
CNR Health, Inc.



CNR Partners, Inc.



APS Clinics of Puerto Rico, Inc.