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                                                                    EXHIBIT 10.9


                       BEHAVIORAL HEALTH SERVICES CONTRACT

      This Agreement is made and entered into, effective as of March 29, 2002,
by and between _________________, a corporation organized and existing under the
laws of the State of __________ having its principal office at ________________,
hereinafter referred to as ("Contractor") and Innovative Resource Group(SM),
LLC, a company organized and existing under the laws of the State of Wisconsin
having its principal office at 20900 Swenson Drive, Suite 400, Waukesha,
Wisconsin, hereinafter referred to as ("IRG").

                                   WITNESSETH:

      WHEREAS, IRG is in the business of providing behavioral health care
services to employers, insurance carriers and other third party-payers which
provide benefits for health care services; and

      WHEREAS, Contractor desires to obtain behavioral health care services
consisting of managing and arranging for the provision of medical treatment for
mental health and substance abuse conditions covered by the health benefit
programs provided by Contractor.

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, it is understood and agreed by and between the parties as
follows:

1.    DEFINITIONS

      1.1   "Agreement" means this Behavioral Health Services Contract and
            Exhibit A through Exhibit K attached hereto and incorporated by
            reference.

      1.2   "Benefit Plan" means any plan of benefits that includes mental
            health and substance abuse coverage which is issued by Contractor on
            an insured or self-insured basis, and contains the terms and
            conditions of a Covered Person's coverage.

      1.3   "Capitation Payment" means an amount equal to the single Capitated
            Rate multiplied by the number of Covered Persons who are enrolled in
            Benefit Plans to which the Capitated Rate applies.

      1.4   "Capitated Rate" means the amount to be paid to IRG for each Covered
            Person per month that is specified in the Contract Fees set forth in
            0. Exhibit F

      1.5   "Change of Control" means, with respect to Contractor or Cobalt
            Corporation ("Cobalt"), any mIRGer of either Contractor or Cobalt
            (other than with each other or with any of their affiliates), or any
            sale of more than 50% of the common stock, or of substantially all
            of the assets, of Contractor or Cobalt (other than to each other or
            any of their affiliates), including, without limitation, any sale in
            which any person or group (within the meaning of Section 13(d) of
            the Securities Exchange Act of 1934, as amended (the "Act"), (other
            than any person or group that beneficially owns, directly or
            indirectly, in the aggregate more than 50% of


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            the common stock of Contractor or Cobalt) shall have acquired,
            directly or indirectly, (i) beneficial ownership (within the meaning
            of Rule 13-d-3 promulgated by the Securities and Exchange Commission
            under the Act) of more than 50% of the outstanding shares of capital
            stock of Contractor or Cobalt that are entitled to vote on the
            election of directors of Contractor or Cobalt; or (ii) the power, by
            contract or otherwise, to elect a majority of the board of directors
            of Contractor or Cobalt or to direct the business operations of
            Contractor or Cobalt.

            "Change of Control" means, with respect to IRG or APS Healthcare
            Bethesda, Inc. ("APS"), any mIRGer of either IRG, APS or any direct
            or indirect parent corporation (or other company) of IRG or APS
            (IRG, APS and any direct or indirect parent corporation (or other
            company) of IRG or APS referred to collectively herein as the
            "Targets") (other than with each other or with any of their
            affiliates), or any sale of more than 50% of the common stock, or of
            substantially all of the assets, of any of the Targets (other than
            to each other or any of their affiliates), including, without
            limitation, any sale in which any person or group (within the
            meaning of Section 13(d) of the Act, other than any person or group
            that beneficially owns, directly or indirectly, in the aggregate
            more than 50% of the common stock of any of the Targets) shall have
            acquired, directly or indirectly, (i) beneficial ownership within
            the meaning of Rule 13d-3 promulgated by the Securities and Exchange
            Commission under the Act) of more than 50% of the outstanding shares
            of capital stock of any of the Targets that are entitled to vote on
            the election of directors of any of the Targets, or (ii) the power
            by contract or otherwise, to elect a majority of the board of
            directors of any of the Targets or to direct the business operations
            of any of the Targets; provided, however that a Change of Control,
            with respect to any of the Targets shall not include a closing of an
            underwritten public offering, pursuant to the effective registration
            statement under the Securities Act of 1933, as amended, or under
            other applicable securities laws and regulations covering the offer
            and sale of capital stock, by APS, or by any direct or indirect
            parent or subsidiary corporation of APS.

      1.6   "Clinical Peer" means a physician or other health professional that
            holds an unrestricted license and is in the same or similar
            specialty as typically manages the medical condition, procedures, or
            treatment under review. Generally, as a peer in a similar specialty,
            the individual must be in the same profession, i.e., the same
            licensure category as the Treating Provider.

      1.7   "Clinical Reviewer" means an appropriately licensed or certified
            healthcare professional who has (1) undIRGone formal training in a
            health care field; (2) holds an associate or higher degree in a
            health care field, or holds a state license or state certificate in
            a health care field; and (3) has professional experience in
            providing direct patient care.

      1.8   "Covered Persons" means any person/member eligible to receive
            Covered Services under any Benefit Plan, except for those classes or
            groups of persons that

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            Contractor and IRG have specifically agreed will not be covered by
            this Agreement.

      1.9   "Covered Services" means those behavioral health care services
            subject to Exhibit A provided to a Covered Person that are covered
            under the applicable Benefit Plan.

      1.10  "EmIRGency Services" means a medical condition that manifests itself
            by acute symptoms of sufficient severity, including pain, to lead a
            prudent layperson who possesses an average knowledge of health and
            medicine to reasonably conclude that lack of immediate medical
            attention will likely result in serious jeopardy to the person's
            health.

      1.11  "Expedited Appeal" means the appeal performed when a Clinical Peer
            believes that a Covered Person is subject to severe pain that cannot
            be adequately managed without the requested service or determines
            that a the Standard Appeal is not appropriate or the Treating
            Provider determines that the duration of the Standard Appeal will
            risk serious jeopardy to the Covered Person's life, health or
            ability to regain maximum function.

      1.12  "Experimental/Investigational" means the criteria set forth in the
            applicable Benefit Plan to determine whether the services, items or
            supplies are Covered Services.

      1.13  "Medical Necessity" or "Medically Necessary" means the criteria set
            forth in the applicable Benefit Plan to determine whether that the
            services, items or supplies are Covered Services.

      1.14  "Network Provider" means a hospital, provider or other health care
            provider who entered into a contract with IRG to provide mental
            health and substance abuse services.

      1.15  "Service Area" means the State of Wisconsin.

      1.16  "Standard Appeal" is the appeal available after services have been
            rendered or where the Treating Provider does not believe that an
            immediate review is warranted. The Standard Appeal will be conducted
            by Contractor.

      1.17  "Treating Provider" means the physician or licensed clinician who is
            providing the direct care to the Covered Person.

      1.18  "Utilization Management Services or UM Services" means a system of
            reviewing a Covered Person's mental health and substance abuse
            services to facilitate the continuity, cost effectiveness and
            appropriateness of care; including but not limited to clinical
            triage, referral management, prior authorization, concurrent review
            and discharge planning.


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      1.19  "Working Day" means Monday through Friday from 8:00 a.m. to 5:00
            p.m. Central Time, excluding legal holidays.

2.    IRG'S RESPONSIBILITIES

      2.1   IRG agrees to arrange for the provision of behavioral health care
            services set forth in Exhibit A for Covered Persons and to provide
            UM Services, case management, and claims processing services in
            accordance with IRG's current policies and procedures, which
            policies and procedures, and any modifications thereof, are subject
            to review and written approval by the Contractor.

      2.2   IRG and Contractor have agreed to the delegation of behavioral
            health utilization management services and credentialing. IRG agrees
            to perform these services in accordance with the delegation terms as
            set forth in Exhibit B and Exhibit C, respectively.

      2.3   The services required of IRG by this Agreement shall be performed by
            any Network Provider. IRG warrants and represents that it has the
            express authority to contractually bind Network Providers to the
            terms and conditions expressed herein. Additionally, each of IRG's
            contracts with a Network Provider shall contain the following
            requirements:

            2.3.1 The Network Provider shall meet IRG's credentialing standards
                  in compliance with Exhibit C;

            2.3.2 The Network Provider shall be prohibited from billing or
                  collecting payment from Covered Persons for Covered Services
                  except applicable copayments, coinsurance or deductibles;

            2.3.3 The Network Provider shall maintain medical malpractice
                  insurance as required by the laws of the State of Wisconsin,
                  or any other applicable state(s) laws, which insurance shall
                  provide coverage for providers and provider's staff, agents
                  and employees, as appropriate, and evidence of which shall be
                  provided to IRG upon request; and

            2.3.4 The Network Provider shall notify IRG of any restriction,
                  change cancellation or termination of any of the required
                  insurance.

      2.4   IRG certifies that each Network Providers holds all licenses and/or
            certifications issued by the State of Wisconsin, or any other
            state(s) law(s), as necessary to perform the services to be provided
            Covered Persons. IRG agrees that should a Network Provider lose its
            license, IRG shall immediately terminate the network status of said
            provider and provide Contractor with notice of said termination
            within ten (10) business days of such Network Provider's loss of
            license. IRG guarantees the performance of its duties hereunder in
            the event that any or all of its Network Providers should terminate
            their affiliation with IRG during the term of this Agreement.


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      2.5   Subject to the terms of this Agreement, IRG agrees to provide the
            services required by this Agreement for Covered Persons in the same
            manner and in accordance with the same professional standards that
            such services are provided by IRG for other third party payers.

      2.6   In the event this Agreement is terminated, IRG shall remain
            financially responsible for Covered Services for Covered Persons
            being treated at an inpatient level of care on the effective
            termination date of this Agreement, until such Covered Persons are
            discharged from the inpatient level of care.

      2.7   IRG agrees to notify Contractor of the physicians and professionals
            who are members of IRG's contracted network, and to provide monthly
            notice of any additions or deletions to such network.

      2.8   IRG specifically acknowledges that providers are solely responsible
            for all clinical decisions regarding admission, treatment, and/or
            discharge of Covered Persons under providers' care, notwithstanding
            receipt from IRG of any denial, authorization, or recommendation
            issued pursuant to utilization management and quality improvement
            programs.

      2.9   IRG will assist Covered Persons in locating mental health and
            substance abuse providers in non-network areas, but will not
            credential, assess, qualify or otherwise investigate the credentials
            of such providers.

      2.10  IRG shall, in accordance with Wis. Admin. Code ss. 18.03(2)(c) and
            any other applicable statutory or regulatory requirement relating to
            this Agreement, provide Contractor with copies of records and
            respond to specific questions for review of quality issues and/or
            Covered Person grievances within thirty (30) days of receiving any
            such question or record request.

      2.11  IRG will not be obligated to credential, assess, qualify or
            otherwise investigate the credentials of non-IRG contracted
            providers who are utilized on a self-referral basis.

      2.12  IRG shall designate one or more persons to serve as liaison with
            Contractor for the implementation and maintenance of the Agreement.

      2.13  IRG shall provide Contractor with reports as described in Exhibit D
            in accordance with the time frames set forth in Exhibit D.

      2.14  During the term of this Agreement and thereafter, IRG shall not,
            without Contractor's written consent, use Contractor's name in any
            oral or written advertising, marketing or solicitations unless such
            advertising or marketing materials are limited to the Contractor's
            name, address, and telephone number only.

      2.15  IRG will review mental health and substance abuse care in accordance
            with the applicable Benefit Plan. IRG will have no discretionary
            authority to interpret any


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            Benefit Plan. In making any determination regarding whether a mental
            health or substance abuse service is Medically Necessary or
            Experimental/Investigational, IRG shall review the applicable
            Benefit Plan's Medically Necessary or Experimental/Investigational
            definition and consider all available relevant information and shall
            document its actions and the rationale for its determinations. IRG
            shall only recommend a denial of a medical service, supply or item
            after a review by a Clinical Peer of information abstracted from the
            Covered Person's medical record or if required by NCQA guidelines,
            the actual medical records and an attempt to consult with the
            Treating Provider. If the Treating Provider is unavailable for
            consultation with the Clinical Peer and the available information is
            insufficient for recommendation of the proposed mental health or
            substance abuse service, the Clinical Peer may recommend a denial of
            said services subject to an appeal to Contractor. In the event of a
            request for appeal, IRG shall determine whether the appeal is an
            Expedited Appeal or a Standard Appeal and shall cooperate and
            participate in the appeal process.

      2.16  IRG and Network Providers shall perform all services required by
            this Agreement in substantial compliance with the applicable
            standards of the National Committee for Quality Assurance ("NCQA").
            To the extent that new standards are imposed on Contractor by NCQA,
            which require modifications to IRG's obligations, the parties agree
            to cooperate to assist Contractor in meeting such obligations. To
            the extent that new standards are adopted directly relating to the
            services of IRG, IRG will use commercially reasonable efforts to
            comply with such new standards within a reasonable period of time.

      2.17  IRG shall maintain URAC accreditation in case management and
            Utilization Management Services and participate in quality
            improvement programs wherein cases for each Clinical Reviewer will
            be reviewed monthly to identify areas of retraining, to develop and
            implement a performance improvement plan based on the quality
            improvement review results and to review productivity monthly to
            determine if resources are being used efficiently.

      2.18  IRG agrees that the performance guarantees outlined in Exhibit E to
            this Agreement will apply to the services IRG provides under this
            Agreement. IRG shall pay Contractor the penalty amount set forth in
            Exhibit E for each failure by IRG to meet the performance guarantees
            set forth therein. For the performance guarantees that relate to any
            equipment or information systems inherited by APS from Cobalt on the
            effective date of this Agreement, IRG shall not be required to meet
            the performance guarantees until April 1, 2003. For all other
            performance guarantees measured on a monthly and/or quarterly basis,
            Contractor will initially measure compliance with these performance
            guarantees on September 30, 2002, thereafter IRG's compliance with
            these performance guarantees will be measured quarterly. For
            performance guarantee measured annually, Contractor will initially
            measure compliance on December 31, 2002, thereafter IRG's compliance
            with these performance guarantees will be measured annually.
            Contractor shall provide IRG with written notice of IRG's failure to
            meet the performance guarantees and the applicable penalty amount.
            IRG shall pay the penalty amount to Contractor


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            within sixty (60) days after measurement is completed. Contractor
            may offset any penalty amount against (i) any amounts owed by
            Contractor to IRG hereunder, including, without limitation, any fees
            for services provided hereunder, and (ii) any amounts owed by
            Contractor to IRG under any other agreement.

      2.19  IRG shall be the exclusive provider for the services set forth in
            this Agreement for all of Contractor's Benefit Plan membership as of
            the Effective Date of this Agreement. Membership gained through
            sales of existing products is subject to the exclusivity provision.
            New products that have benefits for services provided under this
            Agreement are also subject to the exclusivity provision. However,
            new products that do not have benefits for services provided under
            this Agreement are not subject to this exclusivity provision.
            Likewise, membership gained through acquisitions or mIRGers is not
            subject to the exclusivity provision, unless the membership gained
            through an acquisition or mIRGer later elects a Benefit Plan subject
            to this Agreement. IRG agrees to provide the services required by
            this Agreement to all increases in membership that are a result of
            sales of existing products and new products with benefits for
            services provided under this Agreement.

      2.20  IRG, if considered an individual practice association ("IPA") under
            Wisconsin law, shall submit to the Office of the Commissioner of
            Insurance, Bureau of Financial Examinations, P.O. Box 7873, Madison,
            WI 53707-7873, an annual audited financial report within one-hundred
            eighty (180) days after the end of the IRG's fiscal year. Such
            financial report shall be prepared on an accrual basis in accordance
            with generally accepted accounting practices. The financial report
            shall include: a report of an independent certified public
            accountant; balance sheet; statement of gain or loss from
            operations; statement of changes in financial position; statement of
            changes in net worth; notes needed for fair presentation and
            disclosure; and supplemental data and information which the
            commissioner may from time to time require. In the event IRG fails
            to comply with this provision, IRG agrees to indemnify Contractor
            for any loss, forfeiture, or sanction instituted by the Office of
            the Commissioner of Insurance.

      2.21  IRG shall be solely responsible for paying claims of providers who
            render Covered Services to Covered Persons, such claims shall be
            processed in accordance with all applicable laws and regulations. In
            the event IRG becomes insolvent or suffers from financial
            difficulties that hamper its ability to meet its financial
            obligations in a timely manner, the claims of medical professionals
            shall have priority over other claims against IRG.

3.    CONTRACTOR'S OBLIGATIONS

      3.1   Contractor shall designate one or more persons to serve as liaison
            with IRG for the implementation and maintenance of the Agreement.

      3.2   Contractor's requests for information shall be in compliance with
            all applicable state and federal laws.


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      3.3   Within thirty (30) days of the Effective Date of this Agreement,
            Contractor shall provide IRG with a copy of all Benefit Plan
            documents, utilization management guidelines, health care services
            and management practices and procedures guidelines relevant to IRG's
            provision of services under this Agreement.

      3.4   Contractor shall inform IRG at least sixty (60) days in advance of
            any changes to any Benefit Plan, including, but not limited to, the
            amount and/or type of benefits offered under a Benefit Plan.
            Contractor shall furnish the applicable summary Benefit Plan
            description (and any updates thereto) and any summaries or material
            modifications to IRG as soon as they are available. Material
            modifications to Benefit Plans are subject to the requirements of
            Article 4.6.

      3.5   Contractor shall prepare and print, at its own expense, membership
            materials, including enrollee identification cards, summary Benefit
            Plan descriptions, and enrollment forms. Membership materials shall
            include a notice containing the following information: the names and
            addresses of Contractor and IRG, an explanation of the respective
            rights and responsibilities of Contractor, IRG, and Covered Persons.
            Additionally, Contractor shall develop materials regarding the
            services provided by IRG under this Agreement for periodic
            distribution to Contractor's contracted medical network. Prior to
            distribution, Contractor shall provide IRG with the opportunity to
            review and comment on these materials.

      3.5   Contractor shall resolve all Benefit Plan ambiguities, conflicts,
            and disputes relating to the Benefit Plan eligibility of a Covered
            Person, Benefit Plan coverage, denial of claims or decisions
            regarding appeal or denial of claims or any other Benefit Plan
            interpretation questions. Contractor's decision as to any claim
            shall be final and binding.

      3.7   Contractor shall provide COBRA notice to Covered Persons upon
            initial eligibility to participate in a Benefit Plan, maintain COBRA
            eligibility records, and submit this information in a timely manner
            to the party providing administration of the COBRA continuation
            option.

      3.8   Contractor shall provide and timely distribute all notices and
            information required to be given to Covered Persons, (including
            certificates of creditable coverage required by HIPAA), maintain and
            operate each Benefit Plan in accordance with applicable law,
            maintain all record keeping, and file all forms relative thereto
            pursuant to any federal, state, or local law, unless this Agreement
            specifically assigns such duties to IRG.

      3.9   Contractor shall pay any and all taxes, licenses, and fees levied,
            if any, by any local, state, or federal authority in connection with
            any Benefit Plan.

      3.10  Contractor shall engage in its best efforts not to process claims
            payable by IRG, but it is agreed that Contractor shall be entitled
            to reimbursement from IRG for the amount IRG would have been
            contractually obligated to pay in the event Contractor inadvertently
            processes and pays a claim for Covered Services. Such


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            reimbursement may be taken in the form of an offset against future
            payment, provided that adequate claims and billing information are
            first supplied by Contractor to IRG. Notwithstanding the foregoing,
            Contractor shall under no circumstances be entitled to any such
            reimbursement or offset if more than one (1) calendar year has
            elapsed from the date of service of the claim. IRG shall be solely
            responsible for paying claims of providers who render Covered
            Services to Covered Persons, such claims to be processed in
            accordance with all applicable insurance laws and regulations.

      3.11  Contractor shall continue to provide IRG with direct computer
            linkage to eligibility information regarding Covered Persons until
            the end of year 2002. Thereafter, Contractor shall provide IRG with
            such information via an encrypted file uploaded or transferred to
            IRG's file transfer protocol server, or via encrypted email, no
            later than the tenth (10th) day of each month.

4.    FEES

      4.1   In consideration of IRG's provision and/or arrangement for the
            provision of Covered Services, Contractor shall pay IRG the
            Capitated Rate for each Covered Person enrolled in a Benefit Plan.
            Capitation Payments shall be made by Contractor on or before the
            15th day of each month. The total of such Capitation Payments shall
            constitute the "Capitation Fund". The Capitated Rates are set forth
            in Exhibit F, which is attached hereto and made a part of this
            Agreement. Should Contractor fail to make any payment required by
            Exhibit F within the required time frame, then IRG reserves the
            right to cease all claims processing activity until such time as the
            required payment is made.

      4.2   With the exception of any copayments, deductibles, or charges for
            non-covered services, IRG agrees that fees will not be collected
            from or charged to Covered Persons for Covered Services. IRG
            understands that the Capitation Payments it receives from Contractor
            pursuant to this Article constitute payment in full for Covered
            Services, even in the event that such payments prove insufficient to
            cover all the IRG's costs and fees for arranging for the provision
            of such services. IRG shall not elect to be exempt from any state
            laws restricting recovery of charges for Covered Services from
            Covered Persons. Any and all surplus experienced by the Capitation
            Fund shall inure to the benefit of the IRG; any and all deficits
            experienced by the Capitation Fund shall be the liability of the
            IRG.

      4.3   IRG shall be financially responsible under the Capitation Fund only
            for Covered Services rendered by a behavioral health provider or
            facility in connection with a mental health and/or substance abuse
            diagnosis that is amenable to treatment. The mental health and
            substance abuse diagnosis codes that are considered to be amenable
            to treatment for the purpose of this Agreement are listed in Exhibit
            A. The Covered Services for which IRG is financially responsible are
            as follows:


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            4.3.1 All IRG authorized professional medical services, whether
                  provided by Network Providers or IRG staff, or by medical
                  professionals to whom Covered Persons have been referred by
                  IRG;

            4.3.2 EmIRGency Services whether or not authorized and rendered in
                  the Service Area. Should Contractor or its designee be
                  notified of an inpatient admission, then Contractor shall
                  notify IRG of such admission within 24 hours of such
                  notification;

            4.3.3 IRG authorized inpatient and outpatient services;

            4.3.4 Services that are not authorized by IRG but are determined to
                  be payable by Contractor through the grievance/appeal process.

            4.3.5 Covered Services rendered by Network Providers or non-Network
                  Providers, with or without a referral or authorization, to
                  Covered Persons enrolled in Contractor's point of service
                  plans;

            4.3.6 All lab and x-ray services rendered in connection with a
                  behavioral health diagnosis;

            4.3.7 Psychiatric consult while inpatient in a medical bed or on a
                  medical floor.

      4.4   Services for which IRG shall not be financially responsible under
            the Capitation Fund are the following:

            4.4.1 Out-of-area students within the state of Wisconsin. Consistent
                  with state law, Contractor is responsible for an initial
                  assessment plus five (5) outpatient sessions per benefit year
                  for a student enrolled in a school in Wisconsin that is
                  outside of a thirty (30) mile radius from the student's
                  primary care physician. After the five sessions, Contractor
                  will transition the patient to IRG's network and IRG shall
                  assume responsibility for the member;

            4.4.2 Emergency Services rendered outside the Service Area;

            4.4.3 Ambulance Services;

            4.4.4 Durable Medical Equipment;

            4.4.5 Chiropractic Services;

            4.4.6 Home Care Services;

            4.4.7 Prescription Drugs;

            4.4.8 Blood Products;

            4.4.9 Renal Dialysis rendered in the home;

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            4.4.10 Hearing Aids;

            4.4.11 Infusion therapy rendered in the home (other than infusion
                   pumps);

            4.4.12 Vision Hardware, other than initial contact lenses implanted
                   during cataract surgery, or contact lenses used for
                   therapeutic treatment of eye injuries or diseases.

            4.4.13 Laboratory tests conducted to rule out medical conditions
                   when the diagnosis listed is a medical diagnosis;

            4.4.14 Primary care provider charges, with the exception of
                   medication management services rendered by Duluth Clinic
                   Primary Care Providers. IRG shall pay for the medication
                   management services rendered by Duluth Clinic Primary Care
                   Providers.

            4.4.15 Medical consult while inpatient in a psychiatric bed or on a
                   psychiatric floor.

            Determinations as to whether a service constitutes a Covered Service
            reimbursable from the Capitation Fund shall be made by Contractor.
            Contractor agrees to notify IRG in advance of all grievances
            relating to IRG managed Covered Persons that will be reviewed by a
            grievance/appeal committee. IRG shall be permitted to attend and
            present information at the grievance/appeal committee meeting. In
            the event this committee decides that a non-covered service should
            be paid on an exception basis, Contractor shall be financially
            responsible for that service.

      4.5   IRG shall provide all new services developed by IRG ("New Services")
            to Contractor at IRG's most favorable rate provided to any other
            client or customer located in Wisconsin, Illinois, Iowa, Indiana,
            Ohio and Minnesota unless IRG demonstrates that an adjustment should
            be made for demographic or geographic differences. Contractor
            reserves the right to decline the purchase of New Services. All
            services currently provided under this Agreement shall continue to
            be provided at the most favorable rate provided to any other client
            or customer located in Wisconsin, Illinois, Iowa, Indiana, Ohio and
            Minnesota or adjusted to reflect the most favorable rate. Contractor
            reserves the right to annually audit IRG's compliance with this
            provision by utilizing a third-party actuary. Both parties shall
            share equally in the cost of any audit.

      4.6   Contractor reserves the right to modify or substitute the level of
            services provided under this Agreement. In the event Contractor
            requests material modifications to the services provided under this
            Agreement, then IRG and Contractor shall negotiate in good faith any
            change in reimbursement pursuant pursuant to these material
            modifications. In the event Contractor makes material changes to the
            adjucation, administration or interpretation of its Benefit Plans
            (whether or not such change is required by the enactment of any law
            or promulgation of any rule or interpretation thereof or a mandate
            of any accrediting body) and this material



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            change results in an increase in the cost to IRG to perform the
            services required by this Agreement, then the parties shall
            negotiate in good faith any change in reimbursement pursuant to
            these material changes. In the event the parties fail to mutually
            agree then the parties agree to participate in the dispute
            resolution procedures set forth in Article 7.3.

      4.7   The parties agree that the Capitation Payments are not intended to
            represent an incentive based on a reduction of services or the
            charges thereof, reduction of length of stay, or utilization of
            alternative treatment settings to reduce amounts of necessary or
            appropriate medical care.

      4.8   Contractor agrees to pay retroactive capitation fees for Covered
            Person(s) whose eligibility for Covered Services is not reported in
            the month in which the Covered Person(s) become(s) eligible for
            coverage. IRG acknowledges that there will be retroactive
            adjustments to the eligibility of individuals as Covered Persons and
            that Contractor is not able to control such adjustments.
            Notwithstanding the foregoing, the parties agree that IRG shall not
            be financially liable for any claims for Covered Services related to
            such retroactive adjustments of greater than ninety (90) days.

      4.9   Contractor shall not seek coordination of benefits or subrogation
            for Covered Services. All amounts recovered by IRG for Covered
            Services through the coordination of benefits or subrogation shall
            be retained by IRG. To the extent necessary, Contractor shall assist
            IRG in collecting any coordination of benefit amounts or subrogation
            amounts, where the Benefit Plan applicable to the Covered Person for
            whom coordination of benefits or subrogation is applicable does not
            provide IRG with the direct right to collect such amounts. However,
            this Article 4.9 does not apply if the applicable Benefit Plan for
            the Covered Person is issued by Contractor on a self-insured basis
            or where IRG is performing administrative services only and has no
            financial liability for payment of mental health or substance abuse
            claims.

      4.10  Contractor shall receive credit for the Capitated Rate paid for
            Covered Person(s) incorrectly reported as eligible. However, no such
            credit shall be due if a claim for credit on the Capitated Rate is
            made after the expiration of 24 months after the Contractor
            determines that an error in reporting eligibility was made.

      4.11  Any payments due under this Agreement shall, if not paid when due
            and after notice by IRG of non-payment, accrue interest on the
            unpaid principal amount at the rate which is three and one-half
            percent (3.5%) per annum above the per annum rate of interest
            announced from time to time by Bank of America, N.A. or its
            successor as its "prime" rate. Such rate of interest shall be
            calculated on the basis of a three hundred sixty-five (365) day year
            and the number of days elapsed in any period.

      4.12  Contractor shall pay IRG Liquidated Damages as set forth in Exhibit
            G, should the following occur:


                                       12
<PAGE>


            4.12.1 IRG experiences a reduction of 10% or more in revenues under
                   this Agreement for any of one of the services provided; and

            4.12.2 The membership or revenue for that service is moved to a
                   subsidiary or affiliate of Contractor, or any of their
                   successor entities; and

            4.12.3 The service is not subject to a service contract with IRG.

5.    TERM AND TERMINATION

      5.1   This Agreement shall commence on the Effective Date and shall remain
            in force for a period of seven (7) years, ("Initial Term") unless
            terminated prior thereto. After the Initial Term, this Agreement
            will automatically renew for successive one (1) year terms.

      5.2   This Agreement may be terminated for cause prior to the expiration
            of the Initial Term as follows:

            5.2.1 By Contractor, upon a Change of Control of Cobalt Corporation
                  or Contractor, Contractor must exercise this right within
                  thirty (30) days of the Change of Control. Failure to timely
                  exercise this right will be deemed a waiver of Contractor's
                  right to terminate this Agreement;

            5.2.2 By Contractor, upon an assignment of this Agreement, or any
                  portion thereof, by IRG in violation of Article 12.4;

            5.2.3 By Contractor, upon a Change of Control of IRG or APS Health
                  Care Bethesda, Inc., an Iowa corporation to the following:
                  Aetna Inc., Humana, Inc, UnitedHealth Group, Magellan Health
                  Services Inc, any other company who offers for sale health
                  plan services as a significant competitor of Cobalt in the
                  State of Wisconsin, or a disreputable company. Within thirty
                  (30) days of IRG providing Contractor with notice of any
                  Change of Control, Contractor shall provide notice of
                  termination, if applicable, failure to timely exercise this
                  right shall be deemed a waiver of the right to terminate;

            5.2.4 Subject to Article 2.18, by Contractor, in the event that IRG
                  has (1) violated an aggregate of three (3) of the performance
                  guarantees set forth in Exhibit E attached hereto within a 12
                  month period and (2) failed to cure two of the performance
                  guarantees set forth in Exhibit E, as provided in Article 5.4;

            5.2.5 By Contractor, upon the suspension or revocation of
                  Contractor's certificate of authority. In the event the
                  suspension or revocation of Contractor's certificate of
                  authority is not due to IRG's failure to perform, then
                  Contractor shall reimburse APS in accordance with Exhibit I;


                                       13
<PAGE>


            5.2.6 By Contractor, upon the loss of 10,000 members measured in a
                  twelve (12) month period, provided that IRG's performance
                  under this Agreement, excluding a group's disagreement
                  relating to the determination of Covered Services, is cited in
                  writing by a purchaser of services from Contractor as the
                  primary reason for such purchaser's termination of
                  Contractor's services;

            5.2.7 By Contractor, if any regulatory authority imposes a
                  restriction on Contractor's ability to enroll new members, or
                  brings a sanction(s) against Contractor on an individual basis
                  or an aggregate basis measured over a twelve (12) month
                  period, that exceeds $50,000, due to IRG's performance under
                  this Agreement;

            5.2.8 Subject to Article 5.4, by Contractor, upon any material
                  breach of this Agreement by IRG, other than those set forth in
                  Article 5.2.10, including, without limitation, repeated
                  material violations of the terms and conditions set forth in
                  Exhibit H. If IRG disputes whether a material breach has
                  occurred, then the parties agree to the following:

                        5.2.8.1 To submit the dispute to arbitration with the
                        American Health Lawyers Association Alternative Dispute
                        Resolution Program ("AHLA ADR") in a jurisdiction other
                        than Wisconsin or Maryland;

                        5.2.8.2 The parties shall mutually select an arbitrator
                        who shall be a retired judge;

                        5.2.8.3 Contractor may immediately terminate this
                        Agreement without penalty upon the AHLA ADR determining
                        by clear and convincing evidence that IRG has materially
                        breached this Agreement;

                        5.2.8.4 Failure to convince the AHLA ADR by clear and
                        convincing evidence that IRG materially breached this
                        Agreement will result in Contractor paying one of the
                        applicable penalties set forth below:

                              (a) Contractor shall pay IRG's attorney fees and a
                              penalty of $50,000; or

                              (b) If any subsidiary of Cobalt that has executed
                              a Service Agreement with IRG, a list of which is
                              set forth on Exhibit J, or a successor company
                              thereto, previously declared a material breach of
                              the applicable agreement and the AHLA ADR found
                              that that contractor did not prove by clear and
                              convincing evidence that IRG materially breached
                              the applicable agreement, then Contractor shall
                              pay IRG's attorney fees and a penalty of $500,000;
                              or



                                       14
<PAGE>


                              (c) If Cobalt has undIRGone a Change of Control
                              and Contractor is the first of any Cobalt
                              subsidiary set forth in Exhibit _J_ to fail to
                              prove by clear and convincing evidence that IRG
                              materially breached this Agreement then Contractor
                              shall pay IRG's attorney fees and a penalty of
                              $150,000; or

                              (d) If Cobalt has undIRGone a Change of Control
                              and (i) a subsidiary of Cobalt set forth on
                              Exhibit J, or a successor company thereto,
                              previously declared a material breach of the
                              applicable agreement and (ii) the AHLA ADR found
                              that that contractor did not prove by clear and
                              convincing evidence that IRG materially breached
                              the applicable agreement, then Contractor shall
                              pay IRG's attorney fees and a penalty of $750,000.

            This Agreement shall remain in full force and effect while the
            procedures outlined above are completed; or

            5.2.9 By IRG, for Contractor's failure to make any payments due IRG
                  under this Agreement, if such failure continues for a period
                  of sixty (60) days following notice thereof by IRG.

            5.2.10 By Contractor immediately upon the occurrence of one of the
                   following:

                        5.2.10.1    IRG's repeated failure to terminate Network
                                    Providers for which IRG has notice, either
                                    actual or constructive, who have placed the
                                    life, safety or welfare of a person in
                                    jeopardy. However, IRG shall not be required
                                    to terminate any Network Provider without
                                    first independently confirming that the
                                    Network Provider placed the life, safety or
                                    welfare of a person in jeopardy and
                                    affording the Network Provider his/her due
                                    process rights, if applicable:

                        5.2.10.2    Failure by IRG to terminate a Network
                                    Provider for which written notice has been
                                    provided to IRG and to APS's President or
                                    Chief Legal Officer by Contractor that such
                                    Network Provider has placed the life, safety
                                    or welfare of a person in jeopardy. However,
                                    IRG shall not be required to terminate any
                                    Network Provider without independently
                                    confirming that the Network Provider has
                                    placed the life, safety or welfare of a
                                    person in jeopardy and affording the Network
                                    Provider his/her due process rights, if
                                    applicable;


                                       15
<PAGE>

                        5.2.10.3    IRG fails to make payments to 50% or more of
                                    the providers for 60 days;

                        5.2.10.4    Contractor loses NCQA accreditation or fails
                                    to become NCQA accredited, which ever is
                                    applicable, and a primary factor of which is
                                    that the Utilization Management and/or
                                    Credentialing services required by this
                                    Agreement receive a Major Deficiency finding
                                    by NCQA. Should the foregoing occur within
                                    two (2) years from the effective date of
                                    this Agreement, then Contractor must prove
                                    that IRG would have received a passing score
                                    for these services in March of 2002 before
                                    Contractor may terminate this agreement
                                    without penalty;

                        5.2.10.5    Felony conviction of IRG or APS;

                        5.2.10.6    IRG fails to maintain commercial general and
                                    professional liability insurance, fails to
                                    cure in 30 days and fails to provide tail
                                    coverage or any other similar coverage for
                                    the cure period if applicable;

                        5.2.10.7    IRG experiences a reduction of Network
                                    Providers of at least 25% in any calendar
                                    year which if not cured within 90 days
                                    results in a material number of Covered
                                    Persons not having reasonable access to a
                                    provider or a violation of the access
                                    standards under Wis. Stat. 609.22, whichever
                                    is less.

      5.3   In the event that Contractor terminates this Agreement pursuant to
            Article 5.2.1 of this Agreement, or IRG terminates this Agreement
            pursuant to Article 5.2.9 of this Agreement, then Contractor shall
            pay IRG liquidated damages as set forth in Exhibit G attached
            hereto. Except as required by Article 5.2.5, if Contractor or IRG
            terminates this Agreement pursuant to any provision other than
            Articles 5.2.1, 5.5 and 5.2.9 of this Agreement, Contractor shall
            not be obligated to pay IRG any liquidated damages or other penalty.

      5.4   Except as otherwise stated, upon a breach by IRG of any provision of
            this Agreement, Contractor shall give IRG notice of such breach, and
            IRG shall be allowed thirty (30) days to cure such breach after the
            date of such notice.

      5.5   Upon any material breach by Contractor of any provision of this
            Agreement, including a breach that permits IRG to terminate this
            Agreement under Article 5.2.9 , IRG may terminate this Agreement for
            cause; provided, however, that in the event of any such breach, IRG
            shall give Contractor notice of such breach, and Contractor shall be
            allowed sixty (60) days to cure such breach after the date of such
            notice. If the material breach is not cured and IRG terminates this


                                       16
<PAGE>



            Agreement under this Article 5.5, Contractor shall pay the
            liquidated damages as set forth in Exhibit G within thirty (30) days
            following the end of the cure period.

      5.6   After the expiration of the Initial Term, this Agreement may be
            terminated by either party with or without cause, by giving the
            other party one hundred twenty (120) days written notice. The
            termination will be effective as of the end of the one hundred
            twenty (120) day notice period.

      5.7   During the notification of termination period, IRG shall continue to
            provide the services required by this Agreement at Contractor's
            request and Contractor shall pay the contract fees as set forth in
            Exhibit F. Upon termination of this Agreement, should there be any
            open cases that require additional work, upon Contractor's specific
            authorization, IRG will continue to render services and will bill
            for such remaining services at IRG's then current hourly rate for
            the services provided.

6.    INDEMNIFICATION AND INSURANCE

      6.1   IRG agrees to indemnify, defend and hold Contractor harmless against
            any and all claims, actions, litigation, costs, damages or expenses,
            including reasonable attorney fees, arising from the negligent acts
            or omissions of IRG or its employees.

      6.2   Contractor agrees to indemnify, defend and hold IRG harmless against
            any and all claims, actions, litigation, costs, damages or expenses,
            including reasonable attorney fees, arising from the negligent acts
            or omissions of Contractor or its employees.

      6.3   IRG agrees to maintain commercial general and professional liability
            insurance of not less than one million dollars ($1,000,000) per
            claim and three million dollars ($3,000,000) in the aggregate. Such
            insurance shall insure IRG and its employees against any liability,
            including liability for bodily injury, which may arise from
            performance of services under this Agreement. IRG agrees to provide
            satisfactory evidence of such insurance upon request. IRG shall
            provide Contractor prompt written notice of any reduction or
            cancellation in any of its liability coverage.

      6.4   IRG warrants that all Network Providers carry medical malpractice
            insurance as required by the laws of the State of Wisconsin, or any
            other state(s) law(s) as necessary to fulfill the responsibilities
            under this Agreement. Insurance described in this Article must
            provide coverage to providers, and provider's staff, agents and
            employees, as appropriate. Evidence of all such insurance shall be
            provided to Contractor upon request. IRG warrants that Network
            Providers shall in writing and within ten (10) business days, notify
            IRG of any restrictions, changes, cancellations or terminations of
            any of the insurance described in this Article. IRG shall
            immediately forward said notice to Contractor.


                                       17
<PAGE>

7.    GOOD FAITH COOPERATION AND DISPUTE RESOLUTION

      7.1   IRG and Contractor agree to meet and confer in good faith on all
            matters of common interest that materially affect this Agreement,
            including but not limited to, any amendments to this Agreement. Both
            parties agree to confer on such matters of common interest in order
            to reach accommodation prior to final action or decision.

      7.2   Each party hereto agrees to notify the other at the time a lawsuit
            is initiated concerning any dispute with any third person or entity
            that is relevant to any rights, obligations or other
            responsibilities or duties provided for under this Agreement.

      7.3   In the event IRG and Contractor are unable to mutually agree
            regarding an issue arising from Article 4.6 , IRG and Contractor
            shall meet and negotiate in good faith to attempt to resolve the
            dispute. In the event the dispute is not resolved within thirty (30)
            days of the initial meeting, then the parties shall submit the
            dispute to binding arbitration with AHLA ADR.

8.    PROPRIETARY RIGHTS

      8.1   Both parties reserve the right to control the use of any of their
            symbols, trademarks, computer programs and service marks presently
            existing or hereafter established. Both parties agree they will not
            use such computer programs, work, symbols, trademarks, service
            marks, or other devices of the other in advertising, promotional
            materials or otherwise and will not advertise or display such
            devices without the prior written consent of the other party. In
            addition, both parties further agree that any such signs, displays,
            literature, computer programs or material furnished to the other
            shall remain the property of the other party and shall be returned
            upon demand or the termination of the Agreement.

      8.2   Both parties acknowledge that, by virtue of their performance of
            their obligations hereunder, they may have access to proprietary or
            confidential information of the other party. Both parties agree to
            maintain in confidence and not disclose to any person or entity any
            information regarding the other party which could reasonably be
            considered proprietary or confidential by the disclosing party. Both
            parties acknowledge that the disclosing party shall at all times
            remain the owner of all proprietary or confidential information
            disclosed to the other party.

      8.3   Should either party exercise its right to terminate this Agreement,
            each party shall, within thirty (30) days of the effective date of
            the termination of the Agreement, return to the other party all
            proprietary and/or confidential information in its possession and
            the possession of the party's employees or agents.

9.    RECORDS

      9.1   IRG shall compile and keep records related to services provided
            under this Agreement. These records belong to IRG and are
            confidential. Such records will


                                       18
<PAGE>


            be maintained for a period of seven (7) years after the close of
            each case. Upon Contractor's request, IRG shall provide such records
            to Contractor upon reasonable notice. This provision shall survive
            the termination of this Agreement.

      9.2   IRG agrees to permit Contractor reasonable access to its premises,
            records and management personnel for periodic inspection and/or
            audit during normal business hours upon ten (10) days notice by
            Contractor and at Contractor's expense, while the Agreement is in
            effect and for six (6) months after its termination. Such access
            shall include the sending of copies of requested records to
            Contractor at Contractor's expense. Such inspection and/or audit may
            include any and all aspects of this Agreement relevant to
            Contractor, including relevant billing information.

      9.3   Contractor agrees to allow IRG reasonable access to its premises,
            records and management personnel for the purpose of auditing and/or
            verifying the accuracy of Contractor's reported enrollment. Such
            access shall occur during normal business hours upon ten (10) days'
            notice by IRG and at IRG's expense, while the Agreement is in effect
            and for six (6) months after its termination. Access shall include
            the sending of copies of requested records to IRG at its own
            expense.

      9.4   IRG shall comply with the terms and conditions set forth in Exhibit
            H regarding Protected Health Information as required by "Standards
            for Privacy of Individually Identifiable Health Information" 45
            C.F.R. Parts 160 and 164 promulgated by the U.S. Department of
            Health and Human Services.

10.   RELATIONSHIP OF PARTIES

      10.1  IRG and Contractor are independent legal entities. Nothing in this
            Agreement shall be construed or be deemed to create a relationship
            of joint venturers or of employer and employee. Furthermore, this
            Agreement is not intended, nor shall it be construed, to affect any
            provider-patient relationship. Contractor acknowledges that IRG does
            not practice medicine or any other profession, or control the
            provision of Covered Services to Covered Persons. Both Contractor
            and IRG acknowledge that it is the attending health care provider
            who is responsible for the care and treatment of the Covered Persons
            under such provider's care. This Agreement creates no rights or
            obligations between Contractor or IRG and the Covered Persons. It is
            understood and agreed that Covered Persons are not, and shall in no
            event be construed as, third party beneficiaries of this Agreement
            and that no privity of contract shall exist between Covered Persons
            and Contractor or IRG.

11.   COMPLIANCE WITH LAWS

      11.1  IRG represents and warrants that it is, and will remain throughout
            the term of this Agreement, in material compliance with all laws,
            rules and regulations that are now or hereafter promulgated by any
            governmental authority or agency that


                                       19
<PAGE>

            govern or apply to the operation and/or use of the care management
            services described herein or otherwise govern or apply to IRG.

      11.2  In the event any Benefit Plan is subject to the Employee Retirement
            Income Security Act of 1974 (ERISA), IRG shall not be identified as
            the "Plan Administrator" or a "Named Fiduciary" of the plan, as
            those terms are defined by ERISA. IRG has no responsibility for the
            preparation or distribution of the "Plan Document" or "Summary Plan
            Description" as those terms are defined by ERISA, or for the
            provision of any notices or for the filing of any reports or
            information required to be filed in regard to any Benefit Plan.

12.   MISCELLANEOUS PROVISIONS

      12.1  Amendments. All amendments and modifications to this Agreement shall
            be in writing and shall be duly executed by the parties hereto
            unless otherwise indicated.

      12.2  Entire Agreement. This Agreement, including the exhibits hereto,
            supersedes any and all other agreements, either oral or in writing,
            between the parties hereto with respect to the subject matter hereof
            and contains all of the covenants and agreements between the parties
            with respect to the said matters. Any inducements, promises or
            agreements, oral or otherwise, which have been made by any party, or
            anyone acting on behalf of any party, which are not embodied herein,
            and no other agreement, statement, or promise not contained in this
            Agreement shall be valid or binding, excepting a subsequent
            modification in writing signed by the parties to the Agreement.

      12.3  Applicable Law. This Agreement shall be governed by and construed in
            accordance with the Federal law, and to the extent not pre-empted,
            by the laws of the State of Wisconsin.

      12.4  Assignment. IRG may not assign this Agreement to the following
            companies without the prior written consent of Contractor: Aetna
            Inc., Humana Inc., UnitedHealth Group, Magellan Health Services
            Inc., any other company who offers for sale health plan services as
            a significant competitor of Cobalt in the State of Wisconsin, or a
            disreputable company. Contractor, with the exception of an
            assignment to an affiliate or subsidiary, shall not assign its
            rights, duties, or obligations under this Agreement without the
            prior written approval of IRG; Neither party shall unreasonably
            withhold prior written approval. If a party does not respond to a
            request for consent to a proposed assignment within thirty (30) days
            following the date of notice of such proposed assignment, such
            proposed assignment shall be deemed to have been consented to by the
            non-responding party. In the event of an assignment, all of the
            terms, conditions and other provisions of this Agreement shall be
            binding upon, and shall inure to the benefit of, all successors and
            assigns.


                                       20
<PAGE>

      12.5  IRG agrees that if Contractor is required to pay a penalty to IRG as
            set forth in Exhibit G or I under this Agreement that this shall be
            the exclusive remedy available to IRG or APS.

      12.6  Waiver of Breach. Waiver of breach of any provision of this
            Agreement shall not be deemed a waiver of any other breach of the
            same or different provision.

      12.7  Warranty of Authority. Each party executing this Agreement warrants
            and represents that it has full power and authority to enter into
            this Agreement and to bind itself to performance hereunder. Each
            party further warrants and represents that the individual signing
            this Agreement is an officer (if a corporate party) or a principal
            of the party for which he signs, or has been granted or delegated
            all requisite power and authority to bind the party for which he
            signs.

      12.8  Notices. Any notices required to be given pursuant to the terms and
            provisions of this Agreement shall be in writing, postage prepaid,
            and shall be sent by certified mail, return receipt requested, to
            the parties at the addresses below. The notice shall be effective on
            the date indicated on the return receipt.

            To IRG:

                     President of APS Healthcare
                     6705 Rockledge Drive, Suite 200
                     Bethesda, Maryland 20817
                     Or any subsequently provided address.

            To Contractor:



      12.9  Severability. In the event one or more provisions of this Agreement
            shall be held to be invalid, illegal or unenforceable, the remaining
            provisions shall be unimpaired. The invalid, illegal or
            unenforceable provisions may be replaced by a mutually acceptable
            provision that comes closest to the original intention of the
            parties. Such modification may not create a substantial departure
            from the original contract of the parties or change the essential
            purpose of their bargain.

      12.10 Headings. The headings of articles and sections contained in this
            Agreement are for reference purposes only and shall not affect in
            any way the meaning or interpretation of this Agreement.

      12.11 Association Not A Party. IRG hereby expressly acknowledges its
            understanding that this Agreement constitutes a contract between IRG
            and Contractor, that Contractor is an independent corporation
            operating under a license with the Blue


                                       21
<PAGE>


            Cross and Blue Shield Association, an association of independent
            Blue Cross and Blue Shield Plans, ("the Association") permitting
            Contractor to use the Blue Cross and/or Blue Shield Service Marks in
            the State of Wisconsin, and that Contractor is not contracting as
            the agent of the Association. IRG further acknowledges and agrees
            that it has not entered into this Agreement based upon
            representations by any person other than Contractor and that no
            person, entity, or organization other than Contractor shall be held
            accountable or liable to IRG for any of Contractor's obligations to
            IRG under this Agreement. This Article 12.11 shall not create any
            additional obligations whatsoever on the part of Contractor other
            than those obligations created under other provisions of this
            Agreement.

      12.12 Counterparts. This Agreement may be executed in one or more
            counterparts, each of which shall be deemed an original, but all of
            which together shall constitute one and the same instrument.

      12.13 Third Party Beneficiary. APS Healthcare and Cobalt Corporation are
            intended third party beneficiaries to this Agreement. Except as
            otherwise provided, there are no other intended third party
            beneficiaries to this Agreement.


                                       22
<PAGE>

                             IN WITNESS WHEREOF, the parties have caused this
           Agreement to be executed by their authorized representatives as of
           the date written below.


                                       Innovative Resource Group(SM), LLC.

By:                                    By:
   -----------------------------          -----------------------------
Title:                                 Title:
      --------------------------             --------------------------
Date:                                  Date:
      --------------------------             --------------------------


                                       23
<PAGE>


<TABLE>
<CAPTION>

                               INDEX OF EXHIBITS

        <S>                              <C>
        Exhibit A                        Diagnosis Codes Subject to Capitation Fund

        Exhibit B                        Utilization Management Delegation
                                         Services

        Exhibit C                        Credentialing Delegation Services

        Exhibit D                        Reports

        Exhibit E                        Performance Guarantees

        Exhibit F                        Contract Fees

        Exhibit G                        Liquidated Damages

        Exhibit H                        Use and Disclosure of Protected Health
                                         Information
        Exhibit I                        Pro Rata Purchase Price Damages

        Exhibit J                        Cobalt and Affiliates Contracted with IRG

        Exhibit K                        Sample Promissory Note
</TABLE>


<PAGE>

                                   EXHIBIT A


                 DIAGNOSIS CODES SUBJECT TO THE CAPITATION FUND

1.    The mental health and substance abuse diagnosis codes that are amenable to
      treatment and that are subject to the Capitation Fund are followed by an
      "X" in the BH column set forth below.

2.    The diagnosis codes that are followed by an "X" in the Med column are
      considered medical costs are not subject to the Capitation Fund.

3.    The diagnosis codes that are followed by an "X" in the NC column are
      non-covered services (Note this is for the Compcare agreement only; this
      may not apply for Blue Cross and Unity).

4.    A diagnosis code that is followed by an "X" in the Clinical Review/Clin
      Rev. column shall be handled as follows:

      a.    IRG's Medical Director will review the clinical circumstances
            regarding the service or claim. If IRG's Medical Director determines
            that the service or claim is mental health or substance abuse
            services then the claim or services are subject to the Capitation
            Fund; or

      b.    If IRG's Medical Director determines that the claim or service is
            medical then the information will be sent to the Contractor's
            Medical Director for review.

            i.    If Contractor's Medical Director determines that the claim or
                  service is medical then the claim or service is not subject to
                  the Capitation Fund; or

            ii.   If Contractor's Medical Director determines that the claim or
                  service is mental health or substance abuse services, then the
                  two medical directors will meet to negotiate a determination.
                  However, if the medical directors are unable to agree,
                  Contractor's Medical Director's determination shall be
                  binding.

      c.    The general guidelines applicable to the determination of whether a
            diagnosis code is subject to the Capitation Fund are the following:

            i.    The charges for the particular diagnosis code are submitted by
                  a facility licensed or primarily intended to deliver
                  behavioral health services; or

            ii.   The charges for the particular diagnosis code are for services
                  performed in a psychiatric unit of a medical facility; or

            iii.  The service for the particular diagnosis code was performed by
                  a professional licensed as a behavioral health provider.
<TABLE>

ICD-9 CODE    DESCRIPTION                                                                           NC     BH      MED    CLIN REV.
<S>           <C>                                                                                  <C>     <C>     <C>      <C>
256.23        OVARIAN FAILURE
290           PRIMARY DEGEN DEMENTIA SENILE ONSET-UNCOMPL ALZ DI                                                   X
290           DEMENTIA OF THE ALZHEIMERS TYPE WITH LATE ONSET, UNCOMP                                              X

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
ICD-9 CODE    DESCRIPTION                                                                          NC      BH      MED    CLIN REV.
<S>           <C>                                                                                  <C>     <C>    <C>       <C>
290.1         PRESENILE, DEMENTIA                                                                                   X
290.1         PRIMARY DEGEN DEMENTIA-PRESENILE DEMENTIAL NOS                                                        X
290.11        DEMENTIA-ALZHEIMERS TYPE, EARLY ONSET,W/ DELIRIUM                                                     X
290.12        DEMENTIA-ALZHEIMERS TYPE, EARLY ONSET, W/ DELUSIONS                                                             X
290.13        DEMENTIA-ALZHEIMERS TYPE, EARLY ONSET, W/ DEPRESSION                                                            X
290.2         SENILE DEMENTIA WITH DELUSIONAL OR DEPRESSIVE FEATURE                                                           X
290.2         PRIMARY DEGEN DEMENTIA SENILE ONSET-DELUSIONS                                                                   X
290.21        PRIMARY DEGEN DEMENTIA SENILE ONSET-DEPRESSION                                                                  X
290.3         PRIMARY DEGEN DEMENTIA SENILE ONSET-DELIRIUM                                                                    X
290.3         DEMENTIA OF THE ALZHEIMERS TYPE WITH LATE ONSET, DELIRIUM                                                       X
290.4         VASCULAR DEMENTIA, UNCOMPLICATED                                                                                X
290.4         VASCULAR DEMENTIA, WITH DELIRIUM                                                                                X
290.41        VASCULAR DEMENTIA, WITH DELIRIUM                                                                                X
29042         VASCULAR DEMENTIA, WITH DELUSIONS                                                                               X
29043         VASCULAR DEMENTIA, W/ DEPRESSED MOOD                                                                            X
291           ALCOHOL PSYCHOSES                                                                     X
291           ALCOHOL-WIDRAWL DELIRIUM                                                              X
291           ALCOHOL INTOXICATION DELIRIUM                                                         X
291.1         ALCOHOL-AMNESTIC DISORDER                                                             X
291.1         ALCOHOL-INDUCED PERSISTING AMNESTIC DISORDER                                          X
291.2         ALCOHOL-INDUCED PERSISTING DEMENTIA                                                                             X
291.2         ALCOHOL-INDUCED PERSISTING DEMENTIA                                                                             X
291.3         ALCOHOL-HALLUCINOSIS                                                                  X
291.3         ALCOHOL-INDUCED PSYCHOTIC DISORDER WITH                                               X
291.4         ALCOHOL-IDIOSYNCRATIC INTOXICATION                                                    X
291.4         ARTERIOSCLEROTIC DEMENTIA, UNCOMPLICATED                                                                        X
291.5         ALCOHOL-INDUCED PSYCHOTIC DIO, W/ DELUSIONS                                           X
291.8         OTHER SPECIFIED ALCOHOL                                                                                         X
291.8         UNCOMPLICATED ALCOHOL WITHDRAWAL                                                      X
291.9         ALCOHOL-RELATED D/O NOS                                                               X
292           DRUG PSYCHOSES                                                                        X
292           AMPHETAMINE-WITHDRAWL                                                                 X
292           DRUG WITHDRAWAL SYNDROME                                                              X
292.1         PARANOID &/OR HALLUCINATORY STATE INDUCED BY DRUGS                                    X
292.11        CANNABIS-DISORDER                                                                     X
292.12        SUBSTANCE-INDUCED PSYCHOTIC D/O, WI HALLUCINATIONS                                    X
292.2         PATHOLOGICAL DRUG INTOXICATION                                                        X
292.8         OTHER SPECIFIED DRUG-INDUCED MENTAL DISORDERS                                         X
292.81        PCP-DELIRIUM                                                                          X
292.82        OTHER SUBSTANCE-INDUCED PERSISTING DEMENTIA                                                                     X
292.83        OTHER SUBSTANCE-INDUCED PERSISTING AMNESETIC D/O                                                                X
292.84        OTHER SUBSTANCE-INDUCED MOOD D/0                                                              X
292.89        OTHER SUBSTANCE-INDUCED PSYCHIATRIC D/O                                                       X
292.9         DRUG MENTAL DISORDER NOS                                                                      X
292.9         OTHER OR UNSPEC PSYCHOACTIVE SUBS ORGNC MENTL DISORDR                                         X
293           TRANSIENT ORGANIC PSYCHOTIC CONDITIONS                                                        X
293           ORG/MENT.DISORDER ASSOCIAXIC III OR ETIOL.UNK.-DEL                                                              X
293           DELIRIUM (ETIOLOGY NOTED ON AXIS III OR IS UNKNOWN)                                                             X
293.1         SUBACUTE DELIRIUM                                                                                               X
293.8         OTH TRANSIENT ORG MENTAL DIS                                                                                    X
293.81        ORG/MENT.DISORDER ASSOC/AXIC III OR ETIOL.UNK-ORG                                                               X
293.82        ORG/MENT.DISORDER ASSOC/AXIC III OR ETIOL.UNK.-ORG                                                              X
293.83        ORG/MENT.DISORDER ASSOC/AXIC III OR ETIOL.UNK.-ORG                                                              X
293.89        TRANSIENT ORG MENTAL DIS                                                                                        X
293.9         TRANSIENT ORG MENTAL NOS                                                                                        X
294           OTHER ORGANIC PSYCHOTIC CONDITIONS (CHRONIC)                                                                    X
294           ORGIMENT.DISORDER ASSOCIAXIC III OR ETIOL.UNK.-AMN                                                              X
294           AMNESTIC DISORDER (ETIOL NOTED ON AXIS III OR UNKNOWN)
                                                                                                            X
</TABLE>

                                       2
<PAGE>


<TABLE>
<CAPTION>

ICD-9 CODE    DESCRIPTION                                                                           NC     BH      MED    CLIN REV.
<S>           <C>                                                                                   <C>     <C>    <C>        <C>
294.1         ORG/MENT.DISORDER ASSOC/AXIC III OR ETIOL.UNK.-DEM                                                              X
294.1         DEMENTIA (ETIOL NOTED ON AXIS III OR UNKNOWN)                                                                   X
294.42        INVALID CODE                                                                          X
294.43        INVALID CODE                                                                          X
294.44        INVALID CODE                                                                          X
294.52        INVALID CODE                                                                          X
294.53        INVALID CODE                                                                          X
294.54        INVALID CODE                                                                          X
294.8         ORG/MENT.DISORDER ASSOC/AXIC III OR ETIOL.UNK.-ORG                                                              X
294.8         DEMENTIA NOS                                                                                                    X
294.9         UNSPECIFIED ORGANIC BRAIN SYNDROME                                                                              X
295           SCHIZOPHRENIC DISORDER                                                                        X
295           SCHIZOPHRENIA - SIMPLE TYPE                                                                   X
295           SCHIZOPHRENiC DISORDERS, SIMPLE TYPE UNSPECIFIED                                              X
295.01        SCHIZOPHRENIC DISORDERS, SIMPLE TYPE, SUBCHRONIC                                              X
295.02        SCHIZOPHRENIC DISORDERS, SIMPLE TYPE, CHRONIC                                                 X
295.03        SCHIZOPHREN DIS, SIMPLE TYPE, SUSCHR WI ACUTE EXACERB                                         X
295.04        SCHIZOPHREN DIS, SIMPLE TYPE, CHR WI ACUTE EXACERB                                            X
295.1         SCHIZOPHRENIA-DISORGANIZED, UNSPECIFIED                                                       X
295.11        SCHIZOPHRENIA-DISORGANIZED, SUBCHRONIC                                                        X
295.12        SCHIZOPHRENIA-DISORGANIZED, CHRONIC                                                           X
295.13        SCHIZOPHRENIA-DISORGANIZED,SUSCHRONIC W/ACUTE EXAC                                            X
295.14        SCHIZOPHRENIA-DISORGANIZED, CHRONIC WIACUTE EXACER                                            X
295.15        SCHIZOPHRENIA-SISORGANIZED, IN REMISSION                                                      X
295.2         SCHIZOPHRENIA-CATATONIC, UNSPECIFIED                                                          X
295.21        SCHIZOPHRENIA-CATATONIC,SUBCHRONIC                                                            X
295.22        SCHIZOPHRENIA-CATATONIC,CHRONIC                                                               X
295.23        SCHIZOPHRENIA-CATATONIC,SUBCHRONIC W/ACUTE EXACER                                             X
295.24        SCHIZOPHRENIA-CATATONIC,CHRONIC W/ACUTE EXAGERBAT                                             X
295.25        SCHIZOPHRENIA-CATATONIC, IN REMISSION                                                         X
295.3         SCHIZOPHRENIA-PARANOID, UNSPECIFIED                                                           X
295.31        SCHIZOPHRENIA-PARANOID, SUBCHRONIC                                                            X
295.32        SCHIZOPHRENIA-PARANOID, CHRONIC                                                               X
295.33        SCHIZOPHRENIA-PARANOID, SUBCHRONIC W/ACUTE EXAGERB                                            X
295.34        SCHIZOPHRENIA-PARANOID,CHRONIC W/ACUTE EYACERBATI                                             X
295.35        SCHIZOPHRENIA-PARANOID, IN REMISSION                                                          X
295.4         PSYCHOTIC DIS. NOT ELSEWHERE CLASSIFIED-SCHIZOPHRE ACUTE                                      X
295.41        SCHIZOPHRENIC EPISODE, SUBCHRONIC                                                             X
295.5         UNSPECIFIED LATENT SCHIZOPHRENIA                                                              X
295.51        LATENT SCHIZOPHRENIC, SUBCHRONIC                                                              X
295.6         SCHIZOPHRENIA-REDIDUAL, UNSPECIFIED                                                           X
295.61        SCHIZOPHRENiA-RESIDUAL, SUSCHRONIC                                                            X
295.62        SCHIZOPHRENIA-RESIDUAL,CHRONIC                                                                X
295.63        SCHIZOPHRENIA-RESIDUAL, SUBCHRONIC W/ACUTE EXACERB                                            X
295.64        SCHIZOPHRENIA-RESIDUAL, CHRONIC W/ACUTE EXACERBATI                                            X
295.65        SCHIZOPHRENIA-RESIDUAL, IN REMISSION                                                          X
295.7         SCHIZO-AFFECTIVE TYPE                                                                         X
295.7         PSYCHOTIC DIS. NOT ELSEWHERE CLASSIFIED-SCHIZOAFFE                                            X
295.71        PSYCHOTIC DIS. NOT ELSEWHERE CLASSIFIED-SCHIZOAFFE                                            X
295.73        SCHIZO-AFFECTIVE TYPE, SUBCHR W/ ACUTE EXACERB                                                X
295.74        SCHIZO-AFFECTIVE TYPE, CHRONIC W/ ACUTE EXACERB                                               X
295.8         OTHER SPECIFIED TYPES OF SCHIZOPHRENIA                                                        X
295.8         OTHER SPECIFIED TYPE OF SCHIZOPHRENIA                                                         X
295.9         SCHIZOPHRENIA-UNDIFFERENTIATED, UNSPECIFIED                                                   X
295.91        SCHIZOPHRENIA-UNDIFFERENTIATED, SUBGHRONIC                                                    X
295.92        SCHIZOPHRENIA-UNDIFFERENTIATED, CHRONIC                                                       X
295.93        SCHIZOPHRENIA-UNDIFFERENTIATED, SUBCHRONIC W/ACUTE                                            X
295.94        SCHIZOPHRENIA-UNDIFFERENTIATED, CHRONIC W/ACUTE EX                                            X
</TABLE>


                                       3
<PAGE>


<TABLE>


ICD-9 CODE    DESCRIPTION                                                                           NC     BH      MED    CLIN REV.
<S>           <C>                                                                                  <C>     <C>     <C>      <C>
295.95        SCHIZOPHRENIA-UNDIFFERENTIATED, IN REMISSION                                                  X
296           AFFFECTIVE PSYCHOSES                                                                          X
296           AFFFECTIVE PSYCHOSES                                                                          X
296.06        MANIC DIS REMISSION                                                                           X
296.1         MANIC DISORDER, RECURRENT EPISODE                                                             X
296.2         MAJOR DEPRESSION-SINGLE EPISODE                                                               X
296.2         MAJOR DEPRESSION-SINGLE EPISODE, UNSPECIFIED                                                  X
296.21        MAJOR DEPRESSION-SINGLE EPISODE, MILD                                                         X
296.22        MAJOR DEPRESSION-SINGLE EPISODE, MODERATE                                                     X
296.23        MAJOR DEPRESSiON-SINGLE EPISODE, SEVERE, W/OUT PSY                                            X
296.24        MAJOR DEPRESSION-SINGLE EPISODE, W/PSYCHOTIC FEATU                                            X
296.25        MAJOR DEPRESSION-SINGLE EPISODE, IN PARTIAL REMISS                                            X
296.26        MAJOR DEPRESSION-SINGLE EPISODE, IN FULL REMISSION                                            X
296.3         MAJOR DEPRESSION-RECURRENT                                                                    X
296.3         MAJOR DEPRESSION-RECURRENT, UNSPECIFIED                                                       X
296.31        MAJOR DEPRESSION, RECURRENT, MILD                                                             X
296.32        MAJOR DEPRESSIVE D/0, RECURRENT, MODERATE                                                     X
296.33        MAJOR DEPRESSION-RECURRENT, W/OUT PSYCHOTIC FEATUR                                            X
296.34        MAJOR DEPRESSION-RECURRENT, W/PSYCHOTIC FEATURES                                              X
296.35        MAJOR DEPRESSION-RECURRENT, IN PARTIAL REMISSION                                              X
296.36        MAJOR DEPRESSION-RECURRENT, IN FULL REMISSION                                                 X
296.4         BIPOLAR DISORDER-MANIC                                                                        X
296.4         BIPOLAR DISORDER-MANIC, UNSPECIFIED                                                           X
296.41        BIPOLAR DISORDER-MANIC, MILD                                                                  X
296.42        BIPOLAR DISORDER-MANIC, MODERATE                                                              X
296.43        BIPOLAR DISORDER-MANIC, SEVERE, W/OUT PSYCHOTIC FE                                            X
296.44        BIPOLAR DISORDER-MANIC, WIPSYCHOTIC FEATURES                                                  X
296.45        BIPOLAR DISORDER-MANIC, IN PARTIAL REMISSION                                                  X
296.46        BIPOLAR DISORDER-MANIC, IN FULL REMISSION                                                     X
296.5         BIPOLAR DISORDER-DEPRESSED, UNSPECIFIED                                                       X
296.5         BIPOLAR DISORDER-DEPRESSED, UNSPECIFIED                                                       X
296.51        BIPOLAR DISORDER-DEPRESSED, MILD                                                              X
296.52        BIPOLAR DISORDER-DEPRESSED, MODERATE                                                          X
296.53        BOPOLAR DISORDER-DEPRESSED, SEVERE, W/OUT PSYCHOTI                                            X
296.54        BIPOLAR DISORDER-DEPRESSED, W/PSYCHOTIC FEATURES                                              X
296.55        BIPOLAR DISORDER-DEPRESSED, IN PARTIAL REMISSION                                              X
296.56        BIPOLAR DISORDER-DEPRESSED, IN FULL REMISSION                                                 X
296.6         BIPOLAR DISORDER-MIXED                                                                        X
296.6         BIPOLAR DISORDER-MIXED, UNSPECIFIED                                                           X
296.61        BIPOLAR DISORDER-MIXED, MILD                                                                  X
296.62        BIPOLAR DISORDER-MIXED, MODERATE                                                              X
296.63        BIPOLAR DISORDER-MIXED, SEVERE W/OUT PSYCHOTIC FEA                                            X
296.64        BIPOLAR DISORDER-MIXED, W/PSYCHOTIC FEATURES                                                  X
296.65        BIPOLAR DISORDED-MIXED, IN PARTIAL REMISSION                                                  X
296.66        BIPOLAR DISORDER-MIXED, IN FULL REMISSION                                                     X
296.7         BIPOLAR DISORDER NOS                                                                          X
296.7         BIPOLAR DISORDER NOS, UNSPECIFIED                                                             X
296.8         BIPOLAR D/O NOS                                                                               X
296.8         MANIC-DEPRESSIVE PSYCHOSIS, UNSPECIFIED                                                       X
296.81        MANIC-DEPRESSIVE PSYCHOSIS, ATYPICAL MANIC DISORDER                                           X
296.82        ATYPICAL DEPRESSIVE DISORDER                                                                  X
296.89        BIPOLAR 11 D/O                                                                                X
296.9         UNSPECIFIED DIAGNOSIS                                                                 X
296.9         MAJOR AFFECTIVE DISORDER                                                                      X
296.99        OTHER SPECIFIED AFFECTIVE PSYCHOSIS                                                           X
297           PARANOID STATES                                                                               X
297           PARANOID STATE, SIMPLE                                                                        X
297.1         DELUSIONAL (PARANOID) DISORDER                                                                X
</TABLE>


                                       4
<PAGE>


<TABLE>

ICD-9 CODE    DESCRIPTION                                                                           NC     BH      MED    CLIN REV.
<S>           <C>                                                                                   <C>    <C>     <C>      <C>
297.1         DELUSIONAL DISORDER                                                                           X
297.2         PARAPHRENIA                                                                                   X
297.3         PSYCHOTIC DIS. NOT ELSEWHERE CLASSIFIED-INDUCED PS                                            X
297.3         SHARED PSYCHOTIC DISORDER                                                                     X
297.8         OTHER SPECIFIED PARANOID STATES                                                               X
297.9         PARANOID STATE, UNSPECIFIED                                                                   X
298           DEPRESSIVE TYPE PSYCHOSIS                                                                     X
298.1         EXCITATIVE TYPE PSYCHOSIS                                                                     X
298.2         REACTIVE CONFUSION                                                                            X
298.3         ACUTE PARANOID REACTION                                                                       X
298.4         PSYCHOGENIC PARANOID PSYCHOSIS                                                                X
298.8         PSYCHOTIC DIS. NOT ELSEWHERE CLASSIFIED-BRIEF REAC                                            X
298.8         BRIEF PSYCHOTIC DISORDER                                                                      X
298.9         PSYCHOTIC DIS. NOT ELSEWHERE CLASSIFIED-PSYCHOTIC                                             X
298.9         PSYCHOTIC DISORDER                                                                            X
299           PSYCHOSIS WITH ORIGIN SPECIFIC TO CHILDHOOD                                                   X
299           AUTISTIC DISORDER                                                                                               X
299.01        INFANTILE AUTISM, RESIDUAL STATE                                                                                X
299.1         DISINTEGRATIVE PSYCHOSIS, CURRENT OR ACTIVE STATE                                             X
299.11        DISINTEGRATIVE PSYCHOSIS, RESIDUAL STATE                                                      X
299.8         PERVASIVE DEVELOPMENTAL DISORDER NOS                                                                            X
299.9         UNSPECIFIED PSYCHOSES                                                                         X
300           PANIC DISORDER-ANXIETY DISORDER NOS                                                           X
300           ANXIETY STATE, UNSPECIFIED                                                                    X
300.01        PANIC DISORDER-W/OUT AGORAPHOBIA                                                              X
300.02        PANIC DISORDER-GENERALIZED ANXIETY DISORDER                                                   X
300.09        ANXIETY STATE,OTHER                                                                           X
300.1         HYSTERIA                                                                                      X
300.1         HYSTERIA, UNSPECIFIED                                                                         X
300.11        SOMATOFORM DISORDERS-CONVER.DIS (OR HYSTERICAL NEU                                            X
300.12        DISSOCIATIVE DISORDERS-PSYCHOGENIC AMNESIA                                                    X
300.13        DISSOCIATIVE DISORDERS-PSYCHOGENIC FUGUE                                                      X
300.14        DISSOCIATIVE DISORDERS-MULTIPLE PERSONALITY DISORD                                            X
300.15        DISSOCIATIVE DISORDERS-DISSOCIATIVE DISORDER NOS                                              X
300.16        FACTITIOUS DISORDER-W/PSYCHOLOGICAL SYMPTOMS                                                  X
300.19        FACTITIOUS DISORDER NOS                                                                       X
300.2         PHOBIC DISORDERS                                                                              X
300.2         INVALID CODE                                                                          X
300.21        PANIC DISORDER-WITH AGORAPHOBIA                                                               X
300.22        PANIC DISORDER-AGORAPHOBIA W/OUT HX OF PANIC DISOR                                            X
300.23        PANIC DISORDER-SOCIAL PHOBIA                                                                  X
300.29        PANIC DISORDER-SIMPLE PHOBIA                                                                  X
300.3         PANIC DISORDER-OBSESS.COMPULSIVE DIS (OR OBESSIVE                                             X
300.3         OBSESSIVE COMPULSIVE DISORDER                                                                 X
300.4         NEUROTIC DEPRESSION                                                                           X
300.4         DYSTHYMIA                                                                                     X
300.5         NEURASTHENIA                                                                                  X
300.6         DISSOCIATIVE DISORDERS-DEPRSNLZATION DIS (OR DEPRS                                            X
300.6         DEPERSONALIZATION DISORDER                                                                    X
300.7         SOMATOFORM DISORDERS-BODY DYSMORPHIC DISORDER                                                 X
300.7         BODY DYSMORPHIC DISORDER                                                                      X
300.8         OTHER NEUROTIC DISORDER                                                                       X
300.81        SOMATOFORM DISORDERS-SOMATIZATION DISORDER                                                    X
300.89        OTHER                                                                                 X
300.9         UNSPECIFIED NEUROTIC DISORDER                                                                 X
300.9         UNSPECIFIED MENTAL DISORDER (NONPSYCHOTIC)                                                    X
301           PERSONALITY DIS. CLUSTER A-PARANOID                                                           X
301           PARANOID PERSONALITY DISORDER                                                                 X
</TABLE>



                                       5
<PAGE>


<TABLE>
<CAPTION>

ICD-9 CODE    DESCRIPTION                                                                           NC     BH      MED    CLIN REV.
<S>           <C>                                                                                   <C>    <C>     <C>      <C>
301.1         AFFECTIVE PERSONALITY DISORDER                                                                X
301.1         AFFECTIVE PERSONALITY DiSORDER, UNSPECIFIED                                                   X
301.11        CHRONIC HYPOMANIC PERSONALITY DISORDER                                                        X
301.12        CHRONIC DEP PERSONALITY DIS                                                                   X
301.13        BIPOLAR DISORDER-CYCLOTHYMIA                                                                  X
301.2         SCHIZOID PERSONALITY DISORDER                                                                 X
301.2         PERSONALITY DIS. CLUSTER A-SCHIOID                                                            X
301.21        INTROVERTED PERSONALITY DISORDER                                                              X
301.22        PERSONALITY DIS. CLUSTER A-SCHIZOTYPAL                                                        X
301.3         EXPLOSIVE PERSONALITY DISORDER                                                                X
301.4         PERSONALITY DIS. CLUSTER C-OBSESSIVE COMPULSIVE                                               X
301.4         OBSESSIVE COMPULSIVE PERSONALITY DISORDER                                                     X
301.5         HISTRIONIC PERSONALITY DISORDER                                                               X
301.5         PERSONALITY DIS. CLUSTER B-HISTRIONIC                                                         X
301.51        FACTITIOUS DISORDER-W/PHYSICAL SYMPTOMS                                                       X
301.59        OTHER HISTRIONIC PERSONALITY DISORDER                                                         X
301.6         PERSONALITY DIS. CLUSTER C-DEPENDENT                                                          X
301.6         DEPENDENT PERSONALITY DISORDER                                                                X
301.7         PERSONALITY DIS. CLUSTER B-ANTISOCIAL                                                 X
301.7         ANTISOCIAL PERSONALITY DISORDER                                                       X
301.8         OTHER PERSONALITY DISORDER                                                                    X
301.81        PERSONALITY DIS. CLUSTER B-NARCISSISTIC                                                       X
301.82        PERSONALITY DIS. CLUSTER C-AVOIDANT                                                           X
301.83        PERSONALITY DIS. CLUSTER B-BORDERLINE                                                         X
301.84        PERSONALITY DIS. CLUSTER C-PASSIVE AGGRESSIVE                                                 X
301.89        MIXED PERSAONALITY DISORDER                                                                   X
301.9         PERSONALITY DISORDER NOS                                                                      X
301.9         PERSONALITY DISORDER NOS                                                                      X
302           HOMOSEXUALITY                                                                         X
302.1         ZOOPHILIA                                                                                                       X
302.2         PARAPHILIAS-PEDOPHILIA                                                                X
302.2         PEDOPHILIA                                                                            X
302.3         PARAPHILIAS-TRANSVESTIC FETISHISM                                                             X
302.3         TRANSVESTIC FETISHISM                                                                         X
302.4         PARAPHILIAS-EXHIBITIONISM                                                                     X
302.4         EXHIBITIONISM                                                                                 X
302.5         TRANSSEXUALISM                                                                                X
302.5         TRANSEXUALISM                                                                                 X
302.51        TRANSSEXUALISM, WITH ASEXUAL HISTORY                                                          X
302.52        TRANSSEXUALISM, WITH HOMOSEXUAL HISTORY                                                       X
302.53        TRANSSEXUALISM, WITH HETEROSEXUAL HISTORY                                                     X
302.6         GENDER IDENTITY DISORDER OF CHILDHOOD                                                         X
302.6         GENDER IDENTITY DISORDER NOS                                                                  X
302.7         PSYCHOSEXUAL DYSFUNCTION                                                                      X
302.7         SEXUAL DYSFUNCTION NOS                                                                                X
302.71        HYPOACTIVE SEXUAL DESIRE DISORDER                                                                     X
302.72        SEXUAL AROUSAL DISORDER                                                                               X
302.73        INHIBITED FEMALE ORGASM                                                                               X
302.74        INHIBITED MALE ORGASM                                                                                 X
302.75        PREMATURE EJACULATION                                                                                 X
302.76        DYSPAREUNIA                                                                                           X
302.79        SEXUAL AVERSION DISORDER                                                              X
302.81        PARAPHILIAS-FETISHISM                                                                         X
302.82        PARAPHILIAS-VOYEURISM                                                                         X
302.83        PARAPHILIAS-SEXUAL MASOCHISM                                                                  X
302.84        PARAPHILIAS-SEXUAL SADISM                                                             X
302.85        GENDER IDENTITY DIS ADOL OR ADULTHOOD, NONTRASSEXU                                            X
302.89        PARAPHILIAS-FROTTEURISM                                                                       X
</TABLE>



                                       6
<PAGE>
<TABLE>
ICD-9 CODE    DESCRIPTION                                                                           NC     BH      MED    CLIN REV.
<S>           <C>                                                                                   <C>    <C>     <C>      <C>
302.9         PARAPHILIAS-SEXUAL DISORDER NOS                                                       X
302.9         PARAPHILIA NOS                                                                        X
303           ALLCOHOL DEPENDENCE SYNDROME                                                                  X
303           ALCOHOL-INTOXICATION                                                                          X
303.01        ALCOHOL DEPENDENCE, CONTINUOUS                                                                X
303.02        ALCOHOL DEPENDENCE, EPISODIC                                                                  X
303.03        ACUTE ALCOHOL INTOXICATION IN REMISSION                                                       X
303.1         ALCOHOL DEPENDENCE, CONTINUOUS                                                                X
303.3         ALCOHOL DEPENDENCE, IN REMISSION                                                              X
303.9         ALCOHOL DEPENDENCE                                                                            X
303.9         PYSCHOACTIVE SUBSTANCE USE DIS.-ALCOHOL DEPENDENCE                                            X
303.91        ALCOHOL DEPENDENCY NEC NCS CO                                                                 X
303.92        OTHER & UNSPECIFIED ALCOHOL DEP-EPISODIC                                                      X
303.93        ALCOHOL DEPENDENCE REMISSION                                                                  X
304           PYSCHOACTIVE SUBSTANCE USE DIS.-OPIOID DEPENDENCE                                             X
304.01        OPIOID DEPENDENCE, CONTINUOUS                                                                 X
304.02        OPIOID DEPENDENCE, EPISODIC                                                                   X
304.03        OPIOID DEPENDENCE, IN REMISSION                                                               X
304.1         PYSCHOACTIVE SUBSTANCE USE DIS.-SEDATIVE OR HYPNOT                                            X
304.11        BARBITURATE & SIMIL ACTING SEDATIVE OR HYPNOT DEP, CONT                                       X
304.12        BARBITURATE & SIMIL ACTING SEDATIVE OR HYPNOT DEP, EPISOD                                     X
304.13        BARBITURATE & SIMIL ACTING SEDATIVE OR HYPNOT DEP IN REM                                      X
304.2         COCAINE DEPENDENCE                                                                            X
304.2         PYSCHOACTIVE SUBSTANCE USE DIS.-COCAINE DEPENDENCE                                            X
304.21        COCAINE DEPENDENCE CONTINUOUS                                                                 X
304.22        COCAINE DEPENDENCE, EPISODIC                                                                  X
304.23        COCAINE DEPENDENCE, IN REMISSION                                                              X
304.3         CANNABIS DEPENDENCE                                                                           X
304.3         PYSCHOACTIVE SUBSTANCE USE DIS.-CANNABIS DEPENDENC                                            X
304.31        CANNABIS DEPENDENCE CONTINUOUS                                                                X
304.32        CANNABIS DEPENDENCE, EPISODIC                                                                 X
304.33        CANNABIS DEPENDENCE, IN REMISSION                                                             X
304.4         PYSCHOACTIVE SUBSTANCE USE DIS.-AMPHETAMINE DEPEND                                            X
304.41        AMPHETAMINE OR OTHER PSYCHOSTIM DEPENDENCE, CONT                                              X
304.42        AMPHETAMINE OR OTHER PSYCHOSTIM DEP, EPISODIC                                                 X
304.43        AMPHETAMINE OR OTHER PSYCHOSTIM DEP, IN REMISSION                                             X
304.5         OTHER SUBSTANCE-PSYCHOACTIVE SUBSTANCE DEPENDENCE                                             X
304.51        HALLUCINOGEN DEPENDENCE, CONTINUOUS                                                           X
304.52        HALLUCINOGENIC DEPENDENCE, EPISODIC                                                           X
304.53        HALLUCINOGENIC DEPENDENCE, IN REMISSION                                                       X
304.6         PYSCHOACTIVE SUBSTANCE USE DIS.-INHALANT DEPENDENC                                            X
304.7         COMBINATIONS OF OPIOID TYPE DRUGS W/ ANY OTHER                                                X
304.8         POLYSUBSTANCE DEPENDENCE                                                                      X
304.8         COMBINATIONS OF DRUG DEP EXCL OPIOID TYPE DRUG                                                X
304.81        COMBO DRUG DEPENDENCE, EXCLUDING OPIOD TYPE, CONTI                                            X
304.9         OTHER (OR UNKNOWN) SUBSTANCE ABUSE                                                            X
304.9         UNSPECIFIED DRUG DEPENDENCE                                                           X
305           NONDEPENDENT ABUSE OF DRUGS                                                                   X
305           NONDEPENDENT ABUSE OF DRUGS                                                                   X
305           PYSCHOACTIVE SUBSTANCE USE DIS.-ALCOHOL ABUSE                                                 X
305.01        NONDEPENDENT ABUSE OF DRUGS CONTINUOUS                                                        X
305.02        ALCOHOL ABUSE, EPISODIC                                                                       X
305.03        ALCOHOL ABUSE, IN REMISSION                                                                   X
305.1         TOBACCO USE DISORDER, UNSPECIFIED                                                                     X
305.11        TOBACCO USE DISORDER, CONTINUOUS                                                                      X
305.12        TOBACCO USE DISORDER, EPISODIC                                                                        X
305.13        TOBACCO USE DISORDER, IN REMISSION                                                                    X
305.2         CANNABIS-INTOXICATION                                                                         X
</TABLE>




                                       7
<PAGE>


<TABLE>
<CAPTION>

ICD-9 CODE    DESCRIPTION                                                                           NC     BH      MED    CLIN REV.
<S>           <C>                                                                                   <C>    <C>     <C>      <C>
305.21        CANNABIS USE, CONTINUOUS                                                                      X
305.22        CANNABIS ABUSE, EPISODIC                                                                      X
305.23        CANNABIS ABUSE, IN REMISSION                                                                  X
305.3         HALLUCINOGEN-HALLUCINOSIS                                                                     X
305.31        HALLUCINOGENIC ABUSE, CONTINUOUS                                                              X
305.32        HALLUCINOGENIC ABUSE, EPISODIC                                                                X
305.33        HALLUCINOGENIC ABUSE, IN REMISSION                                                            X
305.4         SEDATIVE OR HYPNOTIC-INTOXICATION                                                             X
305.41        BARBITURATE & SIMIL ACTING SEDATIVE OR HYPN ABUSE, CONT                                       X
305.42        BARBITURATE & SIMIL ACTING SEDATIVE OR HYPN ABUSE, EPISODIC                                   X
305.43        BARBITURATE & SIMIL ACTING SEDATIVE OR HYPN ABUSE, IN REM                                     X
305.5         OPIOID-INTOXICATION                                                                           X
305.51        OPIOID ABUSE, CONTINUOUS                                                                      X
305.52        OPIOID ABUSE, EPISODIC                                                                        X
305.53        OPIOID ABUSE, IN REMISSION                                                                    X
305.6         COCAINE ABUSE                                                                                 X
305.6         COCAINE-INTOXICATION                                                                          X
305.61        COCAINE DEPENDENCE-CONTINUOUS                                                                 X
305.62        COCAINE ABUSE-EPISODIC                                                                        X
305.63        COCAINE ABUSE, IN REMISSION                                                                   X
305.7         AMPHETAMINE-INTOXICATION                                                                      X
305.71        AMPHETAMINE OR REL ACTING SYMPATHOMIM ABUSE, CONTIN                                           X
305.8         ANTIDEPRESSANT TYPE ABUSE, UNSPECIFIED                                                        X
305.81        ANTIDEPRESSANT TYPE ABUSE, CONTINUOUS                                                         X
305.82        ATNIDEPRESSANT TYPE ABUSE, EPISODIC                                                           X
305.83        ANTIDEPRESSANT TYPE ABUSE, IN REMISSION                                                       X
305.9         INHALANT-INTOXICATION                                                                         X
305.91        DRUG ABUSE NEC - CONTIN                                                               X
306           PHYSIOLOGICAL MALFUNCTIONS ARISING FROM MENTAL FACTORS                                                          X
306           MUSCULOSKELETAL                                                                                                 X
306.1         RESPIRATORY                                                                                                     X
306.2         CARDIOVASCULAR                                                                                                  X
306.3         SKIN                                                                                                            X
306.4         GASTROINTESTINAL                                                                                                X
306.5         GENITOURINARY                                                                                                   X
306.51        VAGINISMUS                                                                                                      X
306.52        PSYCHOGENIC DYSMENORRHEA                                                                                        X
306.53        PSYCHOGENIC DYSURIA                                                                                             X
306.59        OTHER PHYSIOLOGICAL MALFUNCTIONS                                                                                X
306.6         ENDOCRINE                                                                                                       X
306.7         ORGANS OF SPECIAL SENSE                                                                                         X
306.8         OTHER SPECIFIED PSYCHOPHYSIOLOGICAL MALFUNCTIONS                                                                X
306.9         UNSPECIFIED PSYCHOPHYSIOLOGICAL MALFUNCTIONS                                                                    X
307           STAMMERING & STUTTERING                                                                                         X
307           STUTTERING                                                                                                      X
307.1         ANOREXIA NERVOSA                                                                              X
307.1         ANOREXIA NERVOSA                                                                              X
307.2         TIC D/O NOS                                                                                           X
307.2         TIC DISORDER NOS                                                                                      X
307.21        TRANSIENT TIC DISORDER                                                                                X
307.22        CHRONIC MOTOR OR VOCAL TIC DISORDER                                                                   X
307.23        TOURETTE'S SYNDROME                                                                        X
307.3         STEREOTYPE/HABIT DISORDER                                                                  X
307.3         STEREOTYPE/HABIT DISORDER                                                                  X
307.4         SPECIFIC DISORDERS OF SLEEP OF NONORGANIC ORIGIN                                                      X
307.4         DYSSOMNIA NOS                                                                                         X
307.41        TRANSIENT DISORDER OF INITIATING OR MAINTAINING SLEEP                                                 X
307.42        DYSSOMNIAS-PRIMARY INSOMNIA (NON-ORGANIC)                                                            X
</TABLE>



                                       8
<PAGE>


<TABLE>
<CAPTION>
ICD-9 CODE    DESCRIPTION                                                                           NC     BH      MED    CLIN REV.
<S>           <C>                                                                                   <C>    <C>     <C>      <C>
307.43        TRANSIENT DISORD OF INITIATING OR MAINTAINING WAKEFULNESS                                             X
307.44        HYPERSOMNIA DISORDER-RELATED TO ANOTHER MENTAL DIS                                            X
307.45        HYPERSOMNIA DISORDER-SLEEP-WAKE SCHEDULE DISORDER                                                     X
307.46        PARASOMNIAS-SLEEP TERROR/SLEEPWALKING DISORDER                                                X
307.47        PARASOMNIAS-DREAM ANXIETY DISORDER (NIGHTMARE DIS                                             X
307.48        REPETITIVE INTRUSIONS OF SLEEP                                                                X
307.49        OTHER                                                                                 X
307.5         OTHER & UNSPECIFIED DISORDERS OF EATING                                               X
307.5         EATING DISORDER NOS                                                                           X
307.51        BULIMIA NERVOSA                                                                               X
307.52        PICA                                                                                                  X
307.53        RUMINATION DISORDER OF INFANCY                                                                        X
307.54        PSYCHOGENIC VOMITING                                                                                            X
307.6         ENURESIS                                                                                                        X
307.6         ENURESIS (NOT DUE TO A GENERAL MEDICAL CONDITION)                                                               X
307.7         ENCOPRESIS                                                                                                      X
307.7         ENCOPRESIS, W/O CONSTIPATION & OVERFLOW INCONTINENCE                                                            X
307.72        INVALID CODE                                                                          X
307.73        INVALID CODE                                                                          X
307.8         PSYCHALGIA                                                                            X
307.8         SOMATOFORM DISORDERS-SOMATOFORM PAIN DISORDER                                                                   X
307.81        TENSION HEADACHE                                                                                      X
307.89        PAIN D/O ASSOCIATED WI BOTH MEDICAL AND PSYCH FACT                                    X
307.9         UNSPECIFIED SPECIAL SYMPTOMS                                                                  X
307.9         COMMUNICATION DISORDER NOS                                                                    X
308           ACUTE REACTION TO STRESS                                                                      X
308           PREDOMINANT DISTURBANCE OF EMOTION                                                            X
308.1         PREDOMINANT DISTURBANCE OF CONSCIOUSNESS                                                      X
308.2         PREDOMINANT PSYCHOMOTOR DISTURBANCE                                                           X
308.3         OTHER ACUTE REACTIONS TO STRESS                                                               X
308.4         MIXED DISORDERS AS REACTIONS TO STRESS                                                        X
308.9         UNSPECIFIED ACUTE REACTION TO STRESS                                                          X
309           ADJUSTMENT REACTION                                                                           X
309           BRIEF DEPRESSIVE REACTION                                                                     X
309           ADJUSTMENT DISORDER WITH DEPRESSED MOOD                                                       X
309.1         PROLONGED DEPRESSIVE REACTION                                                                 X
309.2         ADJUSTMENT REACTION, WITH PREDOMINANCE DISTURBANCE                                            X
309.21        SEPARATION ANXIETY DISORDER                                                                   X
309.22        EMANCIPATION DISORDER OF ADOL AND EARLY ADULT LIFE                                            X
309.23        ADJUSTMENT DISORDER WI ACADEMIC INHIBITION                                            X
309.24        ADJUSTMENT REACTION-ANXIOUS MOOD                                                              X
309.28        ADJ. D/0 W/MIXED EMOTIONAL FEATURES                                                           X
309.29        OTHER ADJUSTMENT REACTION                                                                     X
309.3         ADJUSTMENT REACTION WI PREDOMINANT DISTURB OF CONDUCT                                         X
309.3         ADJUSTMENT DISORDER WITH DISTURBANCE OF CONDUCT                                               X
309.4         MIXED DISTURBANCE OF EMOTIONS                                                                 X
309.4         ADJ DISORDER WI MIXED DISTURB OF EMOTIONS                                                     X
309.8         OTHER SPECIFIED ADJUSTMENT REACTIONS                                                          X
309.81        PROLONGED POSTTRAUMATIC STRESS DISORDER                                                       X
309.82        ADJSUTMENT REACTION WI PHYSICAL SYMPTOMS                                                      X
309.83        ADJUSTMENT REAC WITH WITHDRAWL                                                                X
309.89        PANIC DISORDER-POST-TRAUMATIC STRESS DISORDER                                                 X
309.9         ADJUSTMENT REACTION                                                                           X
309.9         ADJUSTMENT DISORDER NOS                                                                       X
310           SPEC NONPSYCHOT MENTAL DISORD DUE TO ORGAN BRAIN DAMAGE                                                         X
310           FRONTAL LOBE SYNDROME                                                                                  X
310.1         ORG/MENT.DISORDER ASSOC/AXIC III OR ETIOL.UNK-ORG                                                               X
310.1         PERSONALITY CHANGE DUE TO (INDICATED MEDICAL COND)                                                              X

</TABLE>



                                       9
<PAGE>


<TABLE>
<CAPTION>
ICD-9 CODE    DESCRIPTION                                                                           NC     BH      MED    CLIN REV.
<S>           <C>                                                                                  <C>     <C>     <C>      <C>
310.2         POSTCONCUSSION SYNDROME I                                                                             X
310.8         OTHER SPEC NONPSYCHOT MENT DISORD FOLL ORGANIC BRAIN DAM                                                        X
310.9         UNSPECIFIED NONPSYCHOTIC                                                                              X
311           DEPRESSIVE DISORDER NEC                                                                       X
311           DEPRESSIVE DISORDER NOS                                                                       X
312           DISTURBANCE OF CONDUCT, NOT ELSEWHERE CLASSIFIED                                      X
312           UNDERSOCIALIZED CONDUCT DISORD, AGGRESSIVE TYPE, UNSPEC                                       X
312           SOLITARY AGGRESSIVE TYPE                                                                      X
312.01        UNDERSOCIALIZED CONDUCT DISORD, AGGRESSIVE TYPE, MILD                                         X
312.02        UNDERSOCIALIZED CONDUCT DISORD, AGGRESSIVE TYPE, MOD                                          X
312.03        UNDERSOCIALIZED COND DISORD, AGGRESSIVE TYPE, SEVERE                                          X
312.1         CONDUCT DISORDER I                                                                            X
312.1         UNDERSOCIALIZED COND DISORD, UNAGGRESSIVE TYPE, UNSP                                          X
312.11        UNDERSOCIALIZED COND DISORD, UNAGGR TYPE, MILD                                                X
312.12        UNDERSOCIALIZED COND DISORD, UNAGGR TYPE, MODERATE                                            X
312.2         SOCIALIZED CONDUCT DISORDER                                                                   X
312.2         SOCIALIZED CONDUCT DISORDER, UNSPECIFIED                                                      X
312.21        SOCIALIZED CONDUCT DISORDER, MILD                                                             X
312.22        SOCIALIZED CONDUCT DISORDER, MODERATE                                                         X
312.23        SOCIALIZED CONDUCT DISORDER, SEVERE                                                           X
312.3         DISORDER OF IMPULSE CONTROL                                                                   X
312.3         IMPULSE CONTROL DIS NOS                                                                       X
312.31        IMPULSE CNTRL DIS NOT ELSWHR CLASS.-PATHOLOGICAL G                                            X
312.32        IMPULSE CNTRL DIS NOT ELSWHR CLASS.-KLEPTOMANIA                                                                 X
312.33        IMPULSE CNTRL DIS NOT ELSWHR CLASS.-PYROMANIA                                                                   X
312.34        IMPULSE CNTRL DIS NOT ELSWHR CLASS.-INTERMITTENT E                                            X
312.35        ISOLATED EXPLOSIVE DISORDER                                                                   X
312.39        IMPULSE CNTRL DIS NOT ELSWHR CLASS.-TRICHOTILLOMAN                                            X
312.4         MIXED DISTURBANCE OF CONDUCT & EMOTIONS                                                                         X
312.8         OTHER SPEC DISTURB OF CONDUCT, NOT ELSEWHERE CLASSIF                                                            X
312.9         UNSPECIFIED DISTURBANCE OF CONDUCT                                                    X
313           DISTURB OF EMOTIONS SPEC TO CHILDHOOD & ADOLESC                                               X
313           OVERANXIOUS DISORDER                                                                          X
313           OVERANXIOUS DISORDER                                                                          X
313.1         MISERY AND UNHAPPINESS DISORDER                                                       X
313.13        MISERY & UNHAPPINESS DISORDER                                                         X
313.2         SENSITIVITY, SHYNESS, & SOCIAL WITHDRAWL                                              X
313.21        AVOIDANT DISORDER OF CHILDHOOD OR ADOLESCENCE                                                 X
313.22        INTROVERTED DISORDER OF CHILDHOOD                                                             X
313.23        ELECTIVE MUTISM                                                                                                 X
313.3         RELATIONSHIP PROBLEMS                                                                 X
313.8         OTHER EMOTIONAL DISORDER OF CHILDHOOD                                                         X
313.81        OPPOSITIONAL DEFIANT DISORDER                                                                 X
313.82        IDENTITY DISORDER                                                                             X
313.83        ACADEMIC UNDERACHIEVEMENT DISORDER                                                    X
313.89        REACTIVE ATTACHMENT DISORDER OF INFANCY OR EARLY C                                            X
313.9         UNSPEC EMOT DISTURB OF CHILDH00D/ADOLE                                                        X
314           ATTENTION-DEFICIT/HYPERACTIVITY D/0, INATTENTIVE                                              X
314           ATTENTION-DEFICIT DISORDER                                                                    X
314           ATT DEF/HYPERACTIV DISORDER, PREDOM INATTENTIVE TYPE                                          X
314.01        ATTENTION-DEFICIT HYPERACTIVITY DISORDER                                                      X
314.1         HYPERKINESIS WITH DEVELOPMENTAL DELAY                                                         X
314.2         HYPERKINETIC CONDUCT DISORDER                                                                 X
314.8         OTHER SPEC MANIFESTATIONS OF HYPERKINETIC SYNDROME                                    X
314.9         UNSPECIFIED HYPERKINETIC SYNDROME                                                             X
315           READING D/O                                                                           X
315           SPECIFIC READING DISORDER                                                             X
315           READING DISORDER, UNSPECIFIED                                                         X
</TABLE>


                                       10
<PAGE>


<TABLE>
<CAPTION>

ICD-9 CODE    DESCRIPTION                                                                           NC     BH      MED    CLIN REV.
<S>           <C>                                                                                  <C>     <C>     <C>      <C>
315.01        ALEXIA                                                                                X
315.02        DEVELOPMENTAL DYSLEXIA                                                                X
315.09        OTHER READING DISORDER                                                                X
315.1         MATHEMATICS DI0                                                                       X
315.1         MATHEMATICS DISORDER                                                                  X
315.2         OTHER SPECIFIC LEARNING DIFFICULTIES                                                  X
315.3         DEVELOPMENTAL SPEECH OR LANGUAGE DISORDER                                             X
315.31        EXPRESSIVE LANGUAGE D/O                                                               X
315.39        PHONOLOGICAL D/0                                                                      X
315.4         DEVELOPMENTAL COORDINATION DIO                                                        X
315.4         DVERLOPMENTAL COORDINATION DISORDER                                                   X
315.5         MIXED DEVELOPMENTAL DISORDER                                                          X
315.8         OTHER SPECIFIED DELAYS IN DEVELOPMENT                                                 X
315.8         INVALID CODE                                                                          X
315.9         DEVELOPMENTAL DISORDER-UNSPECIFIED                                                                    X
315.9         LEARNING DISORDER NOS                                                                 X
316           PSYCHOLOGICAL FACTOR AFFECTING PHYSICAL CONDITION                                                               X
316           PSYCHOLOGICAL FACTORS AFFECTING PHYSICAL CONDITION                                                              X
318.01        PROFOUND MENTAL RETARDATION                                                           X
318.2         PROFOUND MENTAL RETARDATION                                                           X
318.81        OPPOSITIONAL DISORDER                                                                 X
388.4         SPEECH THERAPY                                                                                        X
399.9         OTHER UNSPECIFIED EARLY CHILDHOOD PSYCHOSIS                                                   X
799.9         DIAGNOSIS OR CONDITION DEFERRED                                                       X
PREVPD        PREVIOUSLY PAID                                                                       X
QQQ           MEDICAL DIAG                                                                          X
V61.1         MARITAL PROBLEMS                                                                      X
V61.20        PARENT-CHILD PROBLEMS                                                                 X
V61.8         FAMILY PROBLEMS                                                                       X
V62.81        INTERPERSONAL PROBLEMS, NOT ELSEWHERE CLASSIFIED                                      X
V62.89        OTHER PSYCH NOT ELSEWHERE CLASSIFIED                                                  X
V65.4         COUNSELING NEC                                                                        X
V70.2         GENERAL PSYCHIATRIC EXAM, UNSPECIFIED                                                 X
V71.89        OTHER SUSPECTED MENTAL CONDITION                                                      X
V72.5         RADIOLOGICAL EXAM                                                                     X
V72.6         LABORATORY EXAMINATION                                                                X
V79.1         SPECIAL SCREENING, ALCOHOLISM                                                         X

</TABLE>



                                       11
<PAGE>


                                   EXHIBIT B

                   UTILIZATION MANAGEMENT DELEGATION SERVICES


      The parties agree to the following terms and conditions with respect to
Contractor's delegation of utilization management activities to IRG:



1.    IRG, agrees:

      A.    To perform all delegated activities in substantial compliance with
            NCQA Managed Behavioral Health Organization ("MBHO") Utilization
            Management ("UM") and URAC standards;
      B.    To determine the appropriateness of inpatient admissions and
            continuing stays based upon documented medical criteria;

            i)    IRG's medical director and the Contractor will review and
                  agree upon the medical criteria to be used in performing this
                  Agreement; and
            The criteria will be reviewed by IRG annually in compliance with
                  NCQA MBHO standards and supplied to the Contractor annually
                  for review and feedback.

      C.    To make decisions with respect to when a patient should be referred
            to a network or non-network specialist;
      D.    To request Contractor input when Medical Necessity or
            Experimental/Investigational is in question or benefits availability
            must be determined;
      E.    To comply with the Contractor's established grievance procedure.
            With respect to the grievance procedure, IRG shall:

            i)    Provide Covered Persons and/or providers, as appropriate, with
                  written notification of all denials within one business day,
                  such notice to include the reason for the denial and
                  instructions on how to access the appeal process;
            ii)   Notify Contractor of all grievances filed by Covered Persons
                  and providers immediately upon receipt so that Contractor may
                  ensure their proper resolution; and
            iii)  Assist Contractor in resolving complaints, grievances and
                  appeals by promptly providing information necessary to their
                  resolution.

      F.    To allow the Contractor to review IRG's utilization management
            activities, such review to include an initial on-site audit of IRG's
            utilization management department to verify compliance with
            Contractor policies and at least an annual audit to verify continued
            compliance, unless IRG obtains NCQA MBHO accreditation, in which
            case Contractor shall only audit, if necessary, IRG to determine
            that IRG is in compliance with this Agreement;
      G.    To provide contractor with monthly reports on claims paid,
            grievances filed, appeals filed and benefit denials, such reports to
            be provided in a mutually agreed upon format;
      H.    To provide Contractor with the minutes of the IRG's utilization
            management committee meetings;



<PAGE>



      I.    To make utilization decisions in a timely manner to accommodate the
            clinical urgency of the situation according to Contractor standards;
      J.    To indemnify and hold harmless Contractor, its agents, employees,
            officers and affiliates from any and all claims, losses,
            liabilities, judgments, costs and expenses (including reasonable
            attorneys' fees) arising out of or in relation to IRG's negligence,
            acts or omissions in the performance of this Agreement.
      K.    To report to Contractor on a quarterly basis in a mutually agreed
            upon format the following mental health/substance abuse data:

                  i)    Inpatient psychiatric days per 1,000 members;
                  ii)   Inpatient alcohol/drug treatment (detoxification) per
                        1,000 members;
                  iii)  Residential psychiatric treatment (partial
                        hospitalization) per 1,000 members;
                  iv)   Residential alcohol/drug treatment per 1,000 members;
                  v)    Outpatient mental health visits per 1,000 members;
                  vi)   Outpatient alcohol/drug visits per 1,000 members;
                  viii) Number of UM cases handled by type and by service
                  ix)   Number of denials made; and
                  x)    Number of cases appealed.

2.    The Contractor Agrees:

      A.    To evaluate IRG's utilization management plan on an annual basis,
            unless IRG obtains NCQA MBHO accreditation, in which case this
            annual audit will not be necessary;
      B.    To attend IRG's utilization management committee meetings on a
            periodic basis with advance notice to IRG;
      C.    To evaluate IRG's Utilization Management Committee minutes not less
            frequently than quarterly;



3.    Performance Management:

      The parties agree to address deficiencies and problems identified by
      claims denials or any other means as follows:

      A.    Written notification of the deficiency or problem will be given to
            the party responsible for performance.
      B.    The responsible party will respond in writing with a proposed
            resolution within thirty (30) business days.
      C.    If the proposed resolution is not acceptable, or does not result in
            improvement within a specified time frame, the responsible party
            will be notified in writing of the continued deficiency or problem.
      D.    The party identifying the deficiency or problem may then propose a
            resolution.
      E.    The Contractor reserves the right to terminate delegation of this
            service upon thirty (30) business days if the deficiency or problem
            is not addressed successfully within the time frame specified.




                                       2
<PAGE>


                                   EXHIBIT C

                        CREDENTIALING DELEGATION SERVICES

            The parties agree to the following terms and conditions with respect
            to the Contractors' delegation of credentialing activities to the
            IRG. Such activities will comprise the entire credentialing process,
            including data collection, verification of all credentialing
            elements, and decision-making with respect to individual
            practitioners and facility providers.

      A.    IRG agrees to:

            1.    Provide credentialing and recredentialing services, including
                  primary source verification, that meet the standards
                  established by the National Commission for Quality Assurance
                  ("NCQA").

            2.    Maintain and update all credentialing files under its control
                  and to report to the Contractors on a quarterly basis the
                  following information as applicable:

                  a)    Pre-Contractual Credentialing Reviews

                        (i)    Provider or facility name
                        (ii)   Provider or facility address
                        (iii)  Credentialing date
                        (iv)   Credentialing decision and, if denied, the reason
                               for denial
                        (v)    Effective date, if credentialed
                        (vi)   Specialty
                        (vii)  Board certification
                        (viii) License number and expiration date
                        (ix)   Date of birth
                        (x)    Gender (optional)

                  b)    Recredentialing Reviews

                        (i)   Name
                        (ii)  Recredentialing date
                        (iii) Recredentialing decision, and if denied, the
                              reason for denial

      3.    Report to the Contractors on a monthly basis:

                        (i)   Resignation or termination, with reason noted
                        (ii)  Change of practice location or address
                        (iii) Provider applicant names, specialty, address,
                              phone number and anticipated credentialing date.

      4.    Submit to Contractors copies of all credentialing and
            recredentialing policies, procedures, forms and applications used by
            the IRG and any revisions thereto.

      5.    Allow Contractors or a review organization designated by
            Contractors, such as NCQA, to audit the IRG's credentialing
            activities on a scheduled basis, including


<PAGE>

            an initial on-site audit and subsequent annual audits to verify
            continued compliance with Contractors' standards, unless IRG obtains
            NCQA MBHO accreditation, in which case such audits are no longer
            necessary. More frequent audits may be scheduled if Contractors
            determine it is necessary.

      6.    Provide a copy of a practitioner's or facility's application file to
            Contractor upon written request, and to obtain consent from the
            provider or facility for such release.

      7.    Complete the credentialing process within one hundred eighty (180)
            days of receipt of credentials form, and prior to employment or
            effective date, and within the thirty-six (36) month recredentialing
            cycle.

      8.    Provide to the Contractors evidence that IRG is currently accredited
            by NCQA as a credentialing verification organization ("CVO") or a
            managed care behavioral healthcare organization ("MBHO"), if
            applicable.

      9.    Provide Contractors with notification of pending clinic or hospital
            appointments of staff physicians and affiliated health care
            practitioners and obtain any needed consent for such notification.

      10.   Maintain the confidentiality and security of all records under its
            control by:

            a)    Storing records in locked facilities and cabinets;
            b)    Maintaining policies and procedures to assure the security of
                  electronic records; and
            c)    Requiring employees with access to credentialing files to sign
                  a statement acknowledging the IRG's confidentiality policy.

      11.   Acknowledge the Contractors' rights to approve or disapprove new
            practitioners, providers and sites and to terminate or suspend
            providers or practitioners from participation in the Contractors'
            networks.

      12.   Supply and facilitate completion of a provider's credentialing or
            recredentialing application form at the Contractors' request.

B.    The Contractors agree to:

      1.    Maintain the confidentiality and security of all records under their
            control by:

            a)    Requiring employees with access to credentialing files to sign
                  a statement acknowledging the Contractors' confidentiality
                  policy;
            b)    Releasing information only upon receipt of a written
                  authorization from the provider;
            c)    Storing records in locked storage facilities and cabinets; and
            d)    Maintaining policies and procedures to assure the security of
                  electronic records.


                                       2
<PAGE>


      2.    Supplement credentialing verification and reverification, onsite
            review and medical record review by the IRG as necessary to meet the
            Contractors' credentialing and recredentialing policies.

      3.    Report quarterly to the IRG information pertaining to their
            contracted practitioners for incorporation into recredentialing:

            a)    Quality alert summaries and reports;
            b)    Subscriber satisfaction survey results;
            c)    Patient record review and site visit scores and a copy of the
                  report if the score is deficient; and
            d)    Any other information significant to decision-making on a
                  provider or practitioner.

C.    Regular Onsite Review

      1.    The Contractors will conduct an annual onsite review of the IRG to
            evaluate its credentialing program; such review may be conducted
            more frequently if the Contractors determine it is necessary to
            assess compliance with the Contractors' standards, unless IRG
            obtains NCQA MBHO accreditation or CVO accreditation, in which case
            such annual audits would not longer be necessary.

      2.    The onsite review will include review of credentialing files,
            committee minutes, sample cases of credentialing denials; sample
            approved cases, and the IRG's credentialing policy and procedure
            manual.

D. Scope of Services- This Exhibit pertains to the credentialing and
recredentialing of organizational providers and the following practitioner
categories: M.D., D.O., Nurse Practitioner ("NP"), doctoral level licensed
behavioral healthcare providers and masters level licensed behavioral healthcare
providers. Other practitioners may be included within the scope of this
Agreement upon the mutual agreement of the parties.

E.    Performance Management

      The parties agree to resolve performance management issues as follows:

      1.    The party that identifies a deficiency will provide written notice
            of such deficiency to the responsible party.

      2.    The responsible party will respond in writing with a proposed
            resolution within thirty (30) business days unless immediate
            resolution is possible.

      3.    The responsible party will be notified in writing if the proposed
            resolution is not acceptable or does not result in improvement.

      4.    The party identifying the deficiency may then propose a resolution.


                                       3
<PAGE>

      5.    The Contractors reserve the right to terminate the delegation of
            these services upon thirty (30) days notice if the deficiency is not
            addressed successfully in a timely manner.


                                       4
<PAGE>

                                    EXHIBIT D

                                     REPORTS

                             REPORTING REQUIREMENTS

CLAIMS:

QUARTERLY:


o     Timeliness of clean Claims Payment

o     Claims Payment Accuracy Audit results

o     Claims Processing Accuracy Audit results

MONTHLY:

o     Claims Paid


MEMBER SERVICES:

QUARTERLY:


o     Phone Access (Volume, ASA and Abandoned Call Rate)

o     Access to Services timeliness (Emergent, Urgent. And Routine)

o     Network Availability (Network adequacy)

MONTHLY

o     Denials and Appeals (Type and timeliness of resolution)

o     Complaints (Type and timeliness of response)

o     Request for Service authorization and/or denials (timeliness
      of response)


<PAGE>

CREDENTIALING:

QUARTERLY:

o     Credentialing Activity Report

Monthly:

o     Add, Change and Delete Report

UTILIZATION MANAGEMENT:

QUARTERLY:

o     Inpatient psychiatric days per 1,000 members;

o     Inpatient alcohol/drug treatment (detoxification) per 1,000
      members;

o     Partial Day Hospital psychiatric units, units per 1000
      members, and ALOS

o     Partial Day Hospital alcohol/drug units, units per 1000
      members, and ALOS

o     IOP psychiatric units, units per 1000 members, and ALOS

o     IOP alcohol/drug units, units per 1000 members, and ALOS

o     Outpatient psychiatric units, and units per 1000 members

o     Outpatient alcohol/drug units, and units per 1000 members

OTHERS:

o     Estimation of ROI for utilization management and case
      management services (Annual)

o     Wisconsin OCI Behavioral Health Utilization Reports
      (Quarterly)

o     Claims encounter data to contractor (monthly)


                           2
<PAGE>

                                    EXHIBIT E

                             PERFORMANCE GUARANTEES

1)    REFERRAL TEAM/CUSTOMER SERVICE

            STANDARD: < = 30 seconds

            DEFINITION: Average speed of answer for member lines is less than or
            equal to 30 seconds after the first ring.

            REPORTING CONSTITUTES: Average number of seconds for a live IRG
            staff member to answer member calls excluding those abandoning in
            the first 10 seconds.

            REPORTING DATE: Results reported monthly and on due date of the
            applicable monthly, quarterly, or annual report.

            CURE PERIOD: 30 days



2)    REFERRAL TEAM/CUSTOMER SERVICE

            STANDARD: Abandonment rate is < = 5%

            DEFINITION: Monthly report of percentage of member calls abandoned
            excluding those abandoning in the first 10 seconds.

            REPORTING CONSTITUTES: Member calls abandoned/ Member calls incurred
            over the month.

            REPORTING DATE: Results reported monthly and on due date of the
            applicable monthly, quarterly, or annual report.

            CURE PERIOD: 30 days


3)    PROCESS CLEAN CLAIMS WITHIN 30 DAYS OF RECEIPT

            STANDARD: >=90% clean claims processed within 30 days of receipt

            DEFINITION: Monthly report of percentage of all clean claims
            processed within 30 days from date of receipt of the claim.

            REPORTING CONSTITUTES: Percentage of all clean claims processed
            within 30 days from receipt of the claim.

            REPORTING DATE: Results reported monthly and on due date of the
            applicable monthly, quarterly, or annual report.


<PAGE>

            CURE PERIOD: 30 days

4)    FINANCIAL AND PROCEDURAL ACCURACY

            STANDARD: >=98% of sample

            DEFINITION: Monthly report of percentage of claims paid accurately,
            based on an internal audit of a sample of all claims.

            REPORTING CONSTITUTES: Percentage that results from the following:
            Number of accurately paid claims/ Number of claims sampled.

            REPORTING DATE: Results reported monthly and on due date of the
            applicable monthly, quarterly or annual report.

            CURE PERIOD: 30 days

5)    ENROLLEE SATISFACTION SURVEY

      STANDARD: >=85%

            DEFINITION: Enrollee Satisfaction survey conducted annually.
            Compliance with this performance guarantee is based on response to
            question; "satisfaction with the UM process". Scoring to include top
            three categories of 5 point Likert scale (adequately satisfied to
            very satisfied).

            REPORTING CONSTITUTES: Percentage that results from the following:

            NUMERATOR: Number of members who express satisfaction (including the
            top three categories of response of the five point Likert scale) on
            the following survey question:

o     Satisfaction with the UM process

            DENOMINATOR: Total number of members who respond to the survey
            question.

            REPORTING DATE: Results reported annually.

            CURE PERIOD: 30 days

6)    PROVIDER PANEL

            STANDARD:


                                       2
<PAGE>


            IRG or APS will obtain a score of "significant" or greater on the
            NCQA credentialing standards. Should IRG obtain less than
            "significant", IRG will be given a 3-month cure period during which
            IRG will remedy the issues identified by NCQA. The client will then
            conduct a random audit of credentialing and recredentialing files
            that have been processed subsequent to the three month cure period,
            to assess IRG performance on the standards with less than
            "significant" scoring, If this audit result shows scores of less
            than "significant," per NCQA scoring guidelines, then the
            performance penalty will be invoked.

            DEFINITION:

            NCQA MBHO credentialing standards that IRG received accreditation
            under.

            REPORTING CONSTITUTES:

            IRG reports NCQA MBHO accreditation score currently in effect.

            REPORTING DATE:

            Report annually

            CURE PERIOD:

            90 days

7)    CUSTOMER REPORTING

            STANDARD:

            100% of reports tendered within 30 days of the end of the reporting
            period.

            DEFINITION:

            Submit complete monthly and quarterly reports as required by Exhibit
            D to Contractor within 30 days of the end of the reporting period.

            REPORTING CONSTITUTES:

            Contractually agreed upon reports sent by Fed-Ex by applicable due
            date.

            REPORTING DATES:

            30 days from the end of the reporting period.

            CURE PERIOD:


                                       3
<PAGE>


            30 days


8)    ASSISTANCE WITH COMPLAINTOR GRIEVANCE RESOLUTION

            STANDARD: >=98%

            COMPLAINT: IRG shall provide written notification to the Covered
            Person and/or Treating Provider of all denials within one business
            day, such notice to include the reason for the denial and
            instructions on how the Covered Person can file a complaint or
            grievance with Contractor. Upon receipt of a Covered Person's
            complaint or grievance, IRG shall provide the written complaint or
            grievance and all applicable documentation to Contractor no later
            than 2 business days of receipt. IRG shall cooperate with Contractor
            to provide any additional information necessary for the resolution
            of the complaint or grievance, including but not limited to
            obtaining additional healthcare records.

            DEFINITIONS:

            COMPLAINT: Any written expression of dissatisfaction with IRG or
            Network Provider services or care or request for reconsideration of
            a denial filed with IRG.

            EXPEDITED APPEAL. IRG shall provide a Treating Provider's request
            for an Expedited Appeal and all relevant documentation to Contractor
            within 24 hours. IRG shall cooperate with Contractor to provide
            additional information necessary for the resolution for the
            Expedited Appeal.

            REPORTING CONSTITUTES:

            The number of claims denied and the time frame for notification The
            number of appeals requested and the time frame for supplying
            information to Contractor.

            REPORTING DATE:

            Results reported monthly and on due date of the applicable monthly,
            quarterly, or annual report.

            CURE PERIOD:

            30 days

                                       4
<PAGE>


9)    MEMBERSHIP RETENTION

            Subject to Article 5.2.6, Should Contractor lose 500 or more members
            in a twelve (12) month period and IRG's performance is cited as the
            primary reason for termination, excluding a group's disagreement
            relating to the determination of Covered Service, then IRG shall pay
            the penalty amount set forth below.

      PENALTY AMOUNT

            For items 1-9, the Penalty Amount shall represent 4% of the
            administrative services only payment applicable to the period. For
            capitated services the payment at risk for performance guarantees
            shall be 4% of the administrative services portion of the capitated
            payment. The maximum penalty in any reporting period shall not
            exceed 15% of the administrative services payment.


                                        5

<PAGE>

                                   EXHIBIT F

                                  CONTRACT FEES

      The fees for services provided under this Agreement are as follows:

                    REIMBURSEMENT RATES FOR SUCCEEDING YEARS:

            For Calendar years 2003 and 2004, the reimbursement rates shall be
the 2002 rates as increased by the Medical Consumer Price Index.


<PAGE>


            For calendar years 2005, 2006 and 2007 (fourth, fifth and sixth
years of 7 year term), the reimbursement rates shall be mutually agreed upon by
both parties no later than December 31, 2004. For calendar year 2008 the
reimbursement rates shall be mutually agreed upon by both parties no later than
December 31, 2007. If the parties are unable to agree upon rates for any of
years 2005-2008, then the rate in effect for such year shall be the rate in
effect for the immediately preceding year increased by the same index applicable
to years 2003 and 2004.


                                       2
<PAGE>

                                   EXHIBIT G

                               LIQUIDATED DAMAGES


In the event Contractor is required to make a liquidated damages payment under
this Agreement and the purchase money promissory note to Cobalt from APS has not
been satisfied, then Contractor's payment of liquidated damages shall reflect a
cash payment on the same percentage as the amount Cobalt received in cash for
the purchase of IRG and the remainder a promissory note. In other words, 63% of
the applicable liquidated damages payment shall be in cash with the remainder of
the liquidated damages payment will be a contingent promissory note in the form
set forth in Exhibit K reflecting the remaining percentage of the penalty due.
The liquidated damages note and any applicable accruing interest will come due
upon the payment of the purchase money promissory note due Cobalt.


<PAGE>


                                   EXHIBIT H

               USE AND DISCLOSURE OF PROTECTED HEALTH INFORMATION

      The intent of this Exhibit is to comply with the provisions of 45 C.F.R.
Parts 160 and 164, the "Standards for Privacy of Individually Identifiable
Health Information" promulgated by the U.S. Department of Health and Human
Services. Any amendment of these regulations will automatically amend this
Exhibit such that the IRG's obligations will remain in compliance with these
regulations.

      The definition of Protected Health Information as used herein has the
meaning set forth in 45 C.F.R. ss.164.501 (2001).

A.    USE AND DISCLOSURE OF PROTECTED HEALTH INFORMATION

      1.    PERMITTED USES AND DISCLOSURES. IRG is permitted or required to use
            or disclose Protected Health Information it creates for or receives
            from Contractor to perform Utilization Management Services.

      2.    IRG's MANAGEMENT AND ADMINISTRATION. IRG may use Protected Health
            Information it creates for or receives from Contractor for IRG's
            proper management or administration, or to carry out IRG's legal
            responsibilities. IRG may disclose Protected Health Information it
            creates for or receives from Contractor only if:

            a)    The disclosure is required by law; or

            b)    IRG obtains reasonable assurances from the person to whom the
                  Protected Health Information is disclosed that it will:

                  i.    Hold the Protected Health Information confidentially and
                        use or further disclose it only as required by law or
                        for the purpose for which it was disclosed to the
                        person; and

                  ii.   Notify the IRG of any instances of which it is aware in
                        which the confidentiality of the information has been
                        breached.

      3.    PROHIBITION ON UNAUTHORIZED USE OR DISCLOSURE. IRG will neither use
            nor disclose Protected Health Information it creates for or receives
            from Contractor except as permitted or required by this Exhibit, or
            as required by law.

      4.    INFORMATION SAFEGUARDS. IRG will develop, implement, maintain and
            use appropriate administrative, technical and physical safeguards to
            preserve the integrity and confidentiality of and to prevent
            intentional or unintentional use or disclosure of Protected Health
            Information IRG creates for or receives from Contractor, in
            violation of this Exhibit or of 45 C.F.R. Parts 160 and 164. Such
            safeguards must comply with HIPAA (42 U.S.C. ss.1320d-2(d)), 45
            C.F.R. ss.164.530(c), and any other implementing regulations issued
            by the U.S.



<PAGE>


            Department of Health and Human Services. IRG will document and keep
            these safeguards current.

      5.    SUB-CONTRACTORS AND AGENTS. IRG has the duty to ensure that any
            subcontractors or agents to whom it provides Protected Health
            Information received from the Contractor, created for, or received
            by IRG on behalf of the Contractor, agrees to the same restrictions
            and conditions that apply to the IRG pursuant to this Amendment. IRG
            agrees to execute an agreement with any such subcontractor or agent
            containing the same restrictions and conditions governing the
            subcontractor's or agent's use and disclosure of Protected Health
            Information as set forth in this Amendment.

B.    PROTECTED HEALTH INFORMATION ACCESS, AMENDMENT AND DISCLOSURE ACCOUNTING

      1.    ACCESS. Upon Contractor's request, IRG agrees to promptly make
            available to Contractor for inspection or to obtain copies any
            Protected Health Information in IRG's custody or control about the
            individual which IRG created for or received from Contractor, in
            order that Contractor may comply with 45 C.F.R. ss.164.524. If
            Contractor so directs, IRG may make available to the individual (or
            to the individual's personal representative, if any) such Protected
            Health Information for inspection or to allow the individual to
            obtain copies.

      2.    AMENDMENT. Upon receipt of notice from Contractor, IRG will promptly
            amend or permit Contractor to amend Protected Health Information IRG
            created for or received by from Contractor, in order that Contractor
            may comply with 45 C.F.R. ss.164.526.

      3.    ACCOUNTING OF DISCLOSURES. So that Contractor may comply with 45
            C.F.R. ss.164.528, IRG will do the following:

            a)    TRACKING DISCLOSURES. Beginning on April 14, 2003, IRG will
                  record each disclosure, except for those set forth in Section
                  B 3 (b) below, of Protected Health Information that IRG makes
                  to Contractor or a third party. Such record will include the
                  following: (i) the disclosure date; (ii) the name and address
                  of the person to whom IRG made the disclosure; (iii) a
                  description of the Protected Health Information disclosed; and
                  (iv) a statement of the purpose of the disclosure. IRG will
                  make this disclosure information available to Contractor
                  promptly upon Contractor's request.

            b)    EXCEPTIONS FROM TRACKING DISCLOSURES. IRG need not record
                  disclosures of Protected Health Information made for the
                  following purposes: (i) as permitted by this Amendment; (ii)
                  as additionally permitted by Contractor in writing; (iii) for
                  the purpose of Contractor's activities of treatment, payment,
                  or health care operations; (iv) to individuals when disclosing
                  their Protected Health Information to them pursuant to Section
                  B 1 of this Amendment; (v) to persons involved in that
                  individual's health care; (vi) for notification for disaster
                  relief purposes; (vii) for national security or


                                       2
<PAGE>

                  intelligence purposes; or (viii) to law enforcement officials
                  or to correctional institutions regarding inmates.

            c)    TIME PERIODS FOR TRACKING DISCLOSURES. IRG need not track
                  disclosures occurring before April 14, 2003. For disclosures
                  occurring after April 14, 2003, IRG must make available for
                  Contractor the disclosure information in Section B 3 (a) for
                  the 6 years preceding Contractor's request for the disclosure
                  information.

      4.    INSPECTION OF BOOKS AND RECORDS. IRG agrees to make its internal
            practices, books and records relating to its use and disclosure of
            Protected Health Information created for or received from Contractor
            available to Contractor and to the U.S. Department of Health and
            Human Services to determine Contractor's compliance with 45 C.F.R.
            Parts 160 through 164.

C.    BREACH OF PRIVACY OBLIGATIONS

      REPORTING. IRG agrees to promptly advise Contractor in writing of any use
      or disclosure of the Protected Health Information not provided for by this
      Exhibit, of which IRG becomes aware. IRG's report to Contractor will
      advise of the following items: what Protected Health Information was
      improperly used or disclosed; in what manner it was improperly used or
      disclosed; which person at IRG's operations made the improper use or
      disclosure; what corrective actions IRG took to remedy the improper use or
      disclosure; what corrective actions IRG took or will take to prevent
      future improper uses or disclosures; and any other information that
      Contractor requests.

D.    IRG'S DUTIES WITH RESPECT TO PROTECTED HEALTH INFORMATION AFTER
      TERMINATION.

      1.    IF RETURN OR DESTRUCTION FEASIBLE. Upon termination of this
            Amendment and the underlying Agreement, IRG will, if feasible,
            promptly return to Contractor or destroy all Protected Health
            Information, in whatever form, that IRG created for or received from
            Contractor. IRG shall return or destroy such Protected Health
            Information within thirty (30) days of the termination of this
            Amendment and the underlying Agreement, or within such other
            timeframe as Contractor requests. If IRG destroys the Protected
            Health Information, it shall so certify to Contractor in a notarized
            document. IRG shall keep no copies of such Protected Health
            Information.

      2.    IF RETURN OR DESTRUCTION INFEASIBLE. If IRG cannot feasibly return
            or destroy such Protected Health Information, then within thirty
            (30) days after the date of termination of this Agreement, IRG shall
            provide to Contractor a detailed written description of such
            Protected Health Information, including the name(s) of the
            individual(s) to whom such Protected Health Information pertains,
            the form in which the IRG maintains such Protected Health
            Information, and any other identifying information required by
            Contractor. Within thirty (30) days after the date of termination of
            this Agreement, IRG shall further provide Contractor with a written
            statement setting forth the circumstances or legal basis making
            IRG's


                                       3

<PAGE>


            return or destruction of such Protected Health Information
            infeasible. After the date of termination of the Agreement, IRG
            shall only use or disclose such Protected Health Information for the
            purposes making the return or destruction of the Protected Health
            Information infeasible.

      3.    SURVIVAL. IRG's duty to return or destroy Protected Health
            Information, as well as its duty to protect the privacy of Protected
            Health Information it created for or received from Contractor during
            the term of this Agreement, survives termination of this Agreement.

E.    INDEMNIFICATION

      1.    OBLIGATION. IRG will indemnify and hold Contractor and Contractor's
            officers, employees and agents harmless for any claim, cause of
            action, liability, damage, cost or expense, including attorney's
            fees and court costs, arising out of or in connection with IRG's use
            or disclosure of the Protected Health Information in violation of
            this Exhibit, or arising out of or in connection with the use or
            disclosure of such Protected Health Information by an agent or
            subcontractor of IRG which violates the terms of this Exhibit.

      2.    TENDER OF DEFENSE. If, through IRG's actions or failure to act,
            Protected Health Information created for or received from Contractor
            pursuant to this Amendment is disclosed to a third party in
            violation of this Amendment, IRG shall, at its expense, proceed
            against, through negotiation or litigation, such third party. IRG
            shall utilize all necessary legal remedies to enjoin or otherwise
            prevent such third party from disclosing the Protected Health
            Information to any other party, and shall further enjoin and prevent
            such third party from using such Protected Health Information for
            its own purpose. If IRG is unwilling or unable to proceed against
            any such third party who has acquired such Protected Health
            Information, Contractor may proceed against such third party through
            negotiation or litigation and shall be reimbursed by IRG for all
            reasonable costs or expenses incurred by Contractor in connection
            therewith.

      3.    RIGHT TO CONTROL RESOLUTION. Contractor will have the sole right and
            discretion to settle, compromise, or otherwise resolve any and all
            claims, causes of actions, liabilities or damages against it,
            regardless of whether Contractor has tendered its defense to IRG.
            Any such resolution will not relieve Business of its obligation to
            indemnify Contractor as set forth in this Exhibit.

      5.    RIGHT TO INJUNCTION. IRG acknowledges that in the event of breach
            of a material provision of this Amendment, Contractor will not have
            an adequate remedy in money or damages. Contractor shall therefore
            be entitled, immediately upon application, to obtain an injunction
            against such breach from any court of competent jurisdiction.
            Contractor's right to obtain injunctive relief shall not limit its
            right to seek further remedies and damages.


                                       4
<PAGE>

                                   EXHIBIT I

                         PRO RATA PURCHASE PRICE DAMAGES

            In the event Contractor is required to make a Pro Rata Purchase
            Price damages payment under this Agreement and the purchase money
            promissory note to Cobalt from APS has not been satisfied, then
            Contractor's payment of pro rata purchase price shall reflect a cash
            payment on the same percentage as the amount Cobalt received in cash
            for the purchase of IRG and the remainder a promissory note. In
            other words, 63% of the applicable pro rata purchase price damages
            payment shall be in cash with the remainder of the pro rata purchase
            price damages payment will be a contingent promissory note in the
            form set forth in Exhibit K reflecting the remaining percentage of
            the penalty due. The pro rata purchase price damages note and any
            applicable accruing interest will come due upon the payment of the
            purchase money promissory note due Cobalt.


                                       5
<PAGE>

                                    EXHIBIT J

                    COBALT AND AFFILIATES CONTRACTED WITH IRG

      1.    BLUE CROSS & BLUE SHIELD UNITED OF WISCONSIN

      2.    COBALT CORPORATION

      3.    COMPCARE HEALTH SERVICES INSURANCE CORPORATION

      4.    UNITED GOVERNMENT SERVICES

      5.    UNITY HEALTH PLANS INSURANCE CORPORATION

      6.    UNITED WISCONSIN GROUP


                                       6

<PAGE>

                                   EXHIBIT K

                             SAMPLE PROMISSORY NOTE

 Milwaukee, Wisconsin                                            $_________
 ______________,200_

                           CONTINGENT PROMISSORY NOTE

      _________________ ("Contractor"), for value received and subject to the
conditions set forth herein, hereby promises to pay to the order of Innovative
Resource Group, LLC, a limited liability company organized and existing under
the laws of the State of Wisconsin ("IRG"), at _______________, Wisconsin
______, or such other address as IRG may designate in writing, the principal sum
of___________ Dollars ($__________), with interest as herein provided, payable
as set forth below.

      Interest shall accrue on the unpaid principal amount hereof at the rate
which is three and one-half percent (3.5%) per annum above the per annum rate of
interest announced from time to time by Bank of America, N.A. or its successor
as its "prime" rate, such rate of interest under this Note changing when and as
such prime rate changes. Such rate of interest shall be calculated on the basis
of a three hundred sixty-five (365) day year and the number of days elapsed in
any period.

      The indebtedness and obligations owed by Contractor hereunder are
conditioned on the prior indefeasible satisfaction (the "Satisfaction") in full
of the indebtedness and obligations provided in that certain Subordinated
Promissory Note executed by APS Healthcare Bethesda, Inc., an Iowa corporation
("APS"), in connection with APS' purchase of the membership and voting interests
of IRG from CC Holdings, LLC, a limited liability company organized and existing
under the laws of the State of Wisconsin ("CC Holdings"), as provided in that
certain Purchase and Sale Agreement, entered into effective March __, 2002, by
and among APS, CC Holdings, IRG and Cobalt Corporation, a corporation organized
and existing under the laws of the State of Wisconsin.

      The principal and all accrued interest hereunder shall be due and payable
within thirty (30) days following the occurrence of the Satisfaction. If the
Satisfaction has not occurred by September 31, 2005, this Note shall be
rescinded and shall have no force and effect.

      All or part of the principal or interest of this Note may be prepaid at
any time and from time to time, in whole or in part, without premium or penalty.

                                       7

<PAGE>


      This Note and all obligations of Contractor hereunder shall be binding
upon the successors and assigns of Contractor.

      Upon the default of payment of any amounts due hereunder all sums due
under this Note shall bear interest at a rate which is two percent (2%) per
annum in excess of the rate that would otherwise be applicable to the
outstanding principal balance hereof. Contractor hereby waives presentment,
protest and notice of dishonor and protest.

      This Note shall be construed and enforced in accordance with the internal
laws of the State of Wisconsin without regard to the conflict of laws provisions
thereof.

                                     ________________[CONTRACTOR]


                                     By:_____________________________________
                                     Name:___________________________________
                                     Title:__________________________________