<PAGE>
                                                                     EXHIBIT 4.4



                  CAPITATED DISEASE MANAGEMENT SERVICES, INC.

                           STOCK COMPENSATION PROGRAM


               A. Purposes. This Capitated Disease Management Services Stock
Compensation Program (the "Program") is intended to promote the interests of
Capitated Disease Management Services, Inc. (the "Company"), its direct and
indirect present and future subsidiaries (the "Subsidiaries"), and its
stockholders, by providing eligible persons with the opportunity to acquire a
proprietary interest, or to increase their proprietary interest, in the Company
as an incentive to remain in the service of the Company.

               B. Elements of the Program. In order to maintain flexibility in
the award of benefits, the Program is comprised of five parts -- the Incentive
Stock Option Plan ("Incentive Plan"), the Supplemental Stock Option Plan
("Supplemental Plan"), the Stock Appreciation Rights Plan ("SAR Plan"), the
Performance Share Plan ("Performance Share Plan") and the Stock Bonus Plan
("Stock Bonus Plan"). Copies of the Incentive Plan, Supplemental Plan, SAR Plan,
Performance Share Plan and Stock Bonus Plan are attached hereto as Parts I, II,
III, IV, and V, respectively, and are collectively referred to herein as the
"Plans." The grant of an option, stock appreciation right, performance share, or
stock bonus under one of the Plans shall not be construed to prohibit the grant
of an option, stock appreciation right, performance share, or stock bonus under
any of the other Plans.

               C. Applicability of General Provisions. Unless any Plan
specifically indicates to the contrary, all Plans shall be subject to the
General Provisions of the Program set forth below under the heading "General
Provisions of Stock Compensation Program."


<PAGE>

                GENERAL PROVISIONS OF STOCK COMPENSATION PROGRAM


               Article 1. Administration. The Program shall be administered by
the Board of Directors of the Company (the "Board of Directors") or any duly
created committee appointed by the Board of Directors and charged with
administration of the Program. The Board of Directors, or any duly appointed
committee, when acting to administer the Program, is referred to as the "Program
Administrator." Any action of the Program Administrator shall be taken by
majority vote at a meeting or by unanimous written consent of all members
without a meeting. No Program Administrator or member of the Board of Directors
shall be liable for any action or determination made in good faith with respect
to the Program or with respect to any option, stock appreciation right,
performance share, or stock bonus granted thereunder.

               Article 2. Authority of Program Administrator. Subject to the
other provisions of this Program, and with a view to effecting its purpose, the
Program Administrator shall have the authority: (a) to construe and interpret
the Program; (b) to define the terms used herein; (c) to prescribe, amend, and
rescind rules and regulations relating to the Program; (d) to determine to whom
options, stock appreciation rights, performance shares, and stock bonuses shall
be granted under the Program; (e) to determine the time or times at which
options, stock appreciation rights, performance shares, or stock bonuses shall
be granted under the Program; (f) to determine the number of shares subject to
any discretionary option or stock appreciation right under the Program and the
number of shares to be awarded as performance shares or stock bonuses under the
Program, as well as the option price and the duration of each option, stock
appreciation right, performance share and stock bonus, and any other terms and
conditions of options, stock appreciation rights, performance shares, and stock
bonuses; and (g) to make any other determinations necessary or advisable for the
administration of the Program and to do everything necessary or appropriate to
administer the Program. All decisions, determinations and interpretations made
by the Program Administrator shall be binding and conclusive on all participants
in the Program and on their legal representatives, heirs, and beneficiaries.

               Article 3. Maximum Number of Shares Subject to the Program. The
maximum aggregate number of shares of the Company's Common Stock, par value $.01
per share ("Common Stock"), available pursuant to the Program, subject to
adjustment as provided in Article 6 hereof, shall be 1,000 shares of Common
Stock. Up to 1,000 of such shares may be issued under any Plan that is part of
the Program. If any of the options or stock appreciation rights granted under
the Program expire or terminate for any reason before they have been exercised
in full, the unissued shares subject to those expired or terminated options
and/or stock appreciation rights shall again be available for the purposes of
the Program. If the performance objectives associated with the grant of any
performance shares are not achieved within the specified performance objective
period, or if the performance share grant terminates for any reason before the
performance objective date arrives, the shares of Common Stock associated with
such performance shares shall again be available for the purposes of the
Program. If any stock provided to a recipient as a stock bonus is forfeited, the
shares of Common Stock so forfeited shall again be available for purposes of the
Program. Any shares of Common Stock


<PAGE>

delivered pursuant to the Program may consist, in whole or in part, of newly
issued shares or treasury shares.

               Article 4. Eligibility and Participation. All employees of the
Company and the Subsidiaries, whether or not officers or directors of the
Company or the Subsidiaries, and all consultants of the Company and the
Subsidiaries, whether or not directors of the Company or the Subsidiaries, shall
be eligible to participate in the Program; provided, however, that only
employees of the Company or the Subsidiaries may participate in the Incentive
Plan. The term "employee" shall include any person who has agreed to become an
employee and the term "consultant" shall include any person who has agreed to
become a consultant.

               Article 5. Effective Date and Term of Program. The Program shall
become effective upon its adoption by the Board of Directors and the
stockholders of the Company; provided, however, that awards may be granted under
the Program prior to obtaining stockholder approval of the Program so long as
such awards are contingent upon such stockholder approval being obtained and may
not be exercised prior to such approval. The Program shall continue in effect
for a term of ten years from the date the Program is adopted by the Board of
Directors unless sooner terminated by the Board of Directors.

               Article 6. Adjustments. Subject to the provisions of Articles 18
and 19, in the event that the outstanding shares of Common Stock of the Company
are hereafter increased, decreased, changed into, or exchanged for a different
number or kind of shares or securities through merger, consolidation,
combination, exchange of shares, other reorganization, recapitalization,
reclassification, stock dividend, stock split or reverse stock split, an
appropriate and proportionate adjustment shall be made by the Program
Administrator in the maximum number and kind of shares as to which options,
stock appreciation rights, and performance shares may be granted under the
Program. A corresponding adjustment changing the number or kind of shares
allocated to unexercised options, stock appreciation rights, performance shares
and stock bonuses or portions thereof, which shall have been granted prior to
any such change, shall likewise be made. Any such adjustment in outstanding
options and stock appreciation rights shall be made without change in the
aggregate purchase price applicable to the unexercised portion of the option or
stock appreciation right but with a corresponding adjustment in the price for
each share or other unit of any security covered by the option or stock
appreciation right. In making any adjustment pursuant to this Article 6, any
fractional shares shall be disregarded.

               Article 7. Termination and Amendment of Program. No options,
stock appreciation rights, performance shares or stock bonuses shall be granted
under the Program after the termination of the Program. The Program
Administrator may at any time amend or revise the terms of the Program or of any
outstanding option, stock appreciation right, performance share or stock bonus
issued under the Program, provided, however, that any stockholder approval
necessary or desirable in order to comply with Rule 16b-3 under the Securities
Exchange Act of 1934, as amended, or with Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code") or other applicable law or regulation
shall be obtained prior to the effectiveness of any such amendment or revision.
No amendment, suspension or termination of the Program or of any outstanding
option, stock appreciation right, performance share or stock bonus shall,
without


<PAGE>

the consent of the person who has received an option, stock appreciation right,
performance share or stock bonus, impair any of that person's rights or
obligations under any option, stock appreciation right, performance share or
stock bonus granted under the Program prior to such amendment, suspension or
termination without that person's written consent.

               Article 8. Privileges of Stock Ownership Notwithstanding the
exercise of any options granted pursuant to the terms of the Program or the
achievement of any performance objective specified in any performance share
granted pursuant to the terms of the Program, no person shall have any of the
rights or privileges of a stockholder of the Company in respect of any shares of
stock issuable upon the exercise of his or her option or achievement of his or
her performance objective until certificates representing the shares have been
issued and delivered. No adjustment shall be made for dividends or any other
distributions for which the record date is prior to the date on which any stock
certificate is issued pursuant to the Program.

               Article 9. Reservation of Shares of Common Stock. The Company,
during the term of the Program, will at all times reserve and keep available
such number of shares of its Common Stock as shall be sufficient to satisfy the
requirements of the Program.

               Article 10. Tax Withholding. The exercise of any option, stock
appreciation right or performance share, and the grant of any stock bonus under
the Program, are subject to the condition that, if at any time the Company shall
determine, in its discretion, that the satisfaction of withholding tax or other
withholding liabilities under any state or federal law is necessary or desirable
as a condition of, or in any connection with, such exercise or the delivery or
purchase of shares pursuant thereto, then, in such event, the exercise of the
option, stock appreciation right or performance share or the grant of such stock
bonus or the elimination of the risk of forfeiture relating thereto shall not be
effective unless such withholding tax or other withholding liabilities shall
have been satisfied in a manner acceptable to the Company.

               Article 11. Employment; Service as Director or Consultant.
Nothing in the Program gives to any person any right to continued employment by
or service as a director of or consultant to the Company or the Subsidiaries or
limits in any way the right of the Company, the Subsidiaries or the Company's
stockholders at any time to terminate or alter the terms of that employment or
service.

               Article 12. Investment Letter; Restrictions or Obligation of the
Company to Issue Securities; Restrictive Legend. Any person acquiring Common
Stock or other securities of the Company pursuant to the Program, as a condition
precedent to receiving the shares of Common Stock or other securities, may be
required by the Program Administrator to submit a letter to the Company stating
that the shares of Common Stock or other securities are being acquired for
investment and not with a view to the distribution thereof. The Company shall
not be obligated to sell or issue any shares of Common Stock or other securities
pursuant to the Program unless, on the date of sale and issuance thereof, the
shares of Common Stock or other securities are either registered under the
Securities Act of 1933, as amended, and all applicable state securities laws, or
exempt from registration thereunder. All shares of Common Stock and other
securities issued pursuant to the Program shall bear a restrictive legend
summarizing the


<PAGE>

restrictions on transferability applicable thereto, including those imposed by
federal and state securities laws.

               Article 13. Covenant Against Competition. The Program
Administrator shall have the right to condition the award to an employee of any
option, stock appreciation right, performance share, or stock bonus under the
Program upon the recipient's execution and delivery to the Company of an
agreement not to compete with the Company during the recipient's employment and
for such period thereafter as shall be determined by the Program Administrator.
Such covenant against competition shall be in a form satisfactory to the Program
Administrator.

               Article 14. Rights Upon Termination. If a recipient of an award
under the Program ceases to be a director of the Company or to be employed by or
to provide consulting services to the Company or any Subsidiary (or a
corporation or a parent or subsidiary of such corporation issuing or assuming a
stock option in a transaction to which Section 424(a) of the Code applies), as
the case may be, for any reason other than death or disability, then, unless any
other provision of the Program provides for earlier termination:

               (a) subject to Article 21, all options or stock appreciation
        rights (other than Naked Rights) shall terminate immediately in the
        event the recipient's service or employment is terminated for cause and
        in all other circumstances may be exercised, to the extent exercisable
        on the date of termination, until 30 days after the date of termination
        in all other cases; provided, however, that the Program Administrator
        may, in its discretion, allow such options or stock appreciation rights
        (other than Naked Rights) to be exercised (to the extent exercisable on
        the date of termination) at any time within three months after the date
        of termination;

               (b) subject to Section 5(b) of the SAR Plan, all Naked Rights not
        payable on the date of termination of employment shall terminate
        immediately;

               (c) all performance share awards shall terminate immediately
        unless the performance objectives have been achieved and the performance
        objective period has expired; and

               (d) all stock bonuses which are subject to forfeiture shall be
        forfeited as of the date of termination.

               Article 15. Rights Upon Disability. If a recipient becomes
disabled, within the meaning of Section 22(e)(3) of the Code, while employed by
or rendering consulting services to the Company or any Subsidiary (or a
corporation or a parent or subsidiary of such corporation issuing or assuming a
stock option in a transaction to which Section 424(a) of the Code applies), as
the case may be, then, unless any other provision of the Program provides for
earlier termination:


<PAGE>

               (a) subject to Article 21, all options or stock appreciation
        rights (other than Naked Rights) may be exercised, to the extent
        exercisable on the date of termination, at any time within one year
        after the date of termination due to disability;

               (b) all Naked Rights shall be fully paid by the Company as of the
        date of disability;

               (c) all performance share awards for which all performance
        objectives have been achieved (other than continued employment or
        service on the Vesting Date) shall be paid in full by the Company; all
        other performance shares shall terminate immediately; and

               (d) all stock bonuses which are subject to forfeiture shall be
        forfeited as of the date of disability.

               Article 16. Rights Upon Death of Recipient. If a recipient dies
while employed by or rendering consulting services to the Company or any
Subsidiary (or a corporation or a parent or subsidiary of such corporation
issuing or assuming a stock option in a transaction to which Section 424(a) of
the Code applies), as the case may be, then, unless any other provision of the
Program provides for earlier termination:

               (a) subject to Article 21, all options or stock appreciation
        rights (other than Naked Rights) may be exercised by the person or
        persons to whom the recipient's rights shall pass by will or by the laws
        of descent and distribution, to the extent exercisable on the date of
        death, at any time within one year after the date of death, unless any
        other provision of the Program provides for earlier termination;

               (b) all Naked Rights shall be fully paid by the Company as of the
        date of death;

               (c) all performance share awards for which all performance
        objectives have been achieved (other than continued employment or
        service on the Vesting Date) shall be paid in full by the Company; all
        other performance share awards shall terminate immediately; and

               (d) all stock bonuses which are subject to forfeiture shall be
        forfeited as of the date of death.

               Article 17. Transferability. Options and stock appreciation
rights granted under the Program may not be sold, pledged, assigned or
transferred in any manner by the recipient otherwise than by will or by the laws
of descent and distribution and shall be exercisable (a) during the recipient's
lifetime only by the recipient and (b) after the recipient's death only by the
recipient's executor, administrator or personal representative, provided,
however that the Program Administrator may permit the recipient of a
non-incentive stock option under the Supplemental Plan to transfer the option to
a family member or a trust created for the


<PAGE>

benefit of family members. In the case of such a transfer, the transferee's
rights and obligations with respect to the option shall be determined by
reference to the recipient and the recipient's rights and obligations with
respect to the option had no transfer been made. The recipient shall remain
obligated pursuant to Articles 10 and 12 hereunder if required by applicable
law. Common Stock which represents either performance shares prior to the
satisfaction of the stated performance objectives and the expiration of the
stated performance objective periods or stock bonus shares prior to the time
that they are no longer subject to risk of forfeiture may not be sold, pledged,
assigned or transferred in any manner.

               Article 18 Change in Control. With respect to awards, the Program
Administrator shall have the authority to provide, either at the time any
option, stock appreciation right, performance share or stock bonus is granted or
thereafter, that an option or stock appreciation right shall become fully
exercisable upon the occurrence of a Change in Control Event or that all
restrictions, performance objectives, performance objective periods and risks of
forfeiture pertaining to a performance share or stock bonus award shall lapse
upon the occurrence of a Change in Control Event. As used in the Program, a
"Change in Control Event" shall be deemed to have occurred if:

               (a) any person, firm or corporation (other than Michael S. Miele,
        members of his immediate family, or a trust or other entity established
        for the benefit of Mr. Miele and/or members of his immediate family)
        acquires directly or indirectly the Beneficial Ownership (as defined in
        Section 13(d) of the Securities Exchange Act of 1934, as amended) of any
        voting security of the Company and, immediately after such acquisition,
        the acquirer has Beneficial Ownership of voting securities representing
        50% or more of the total voting power of all the then-outstanding voting
        securities of the Company;

               (b) the individuals who (i) as of the effective date of the
        Program constitute the Board of Directors (the "Original Directors"),
        (ii) thereafter are elected to the Board of Directors and whose election
        or nomination for election to the Board of Directors was approved by a
        vote of at least 2/3 of the Original Directors then still in office
        (such Directors being called "Additional Original Directors"), or (iii)
        are elected to the Board of Directors and whose election or nomination
        for election to the Board of Directors was approved by a vote of at
        least 2/3 of the Original Directors and Additional Original Directors
        then still in office, cease for any reason to constitute a majority of
        the members of the Board of Directors;

               (c) the stockholders of the Company shall approve a merger,
        consolidation, recapitalization, or reorganization of the Company or the
        Company shall consummate any such transaction if stockholder approval is
        not sought or obtained, other than any such transaction which would
        result in holders of outstanding voting securities of the Company
        immediately prior to the transaction having Beneficial Ownership of at
        least 50% of the total voting power represented by the voting securities
        of the surviving entity outstanding immediately after such transaction,
        with the voting power of each such continuing holder relative to such
        other continuing holders being not altered substantially in the
        transaction; or


<PAGE>

               (d) the stockholders of the Company shall approve a plan of
        complete liquidation of the Company or an agreement for the sale or
        disposition by the Company of all or a substantial portion of the
        Company's assets (i.e., 50% or more in value of the total assets of the
        Company).

               Article 19. Mandatory Exercise. Upon the occurrence of or in
anticipation of a contemplated Change in Control Event, the Company may give a
holder of an option or stock appreciation right written notice requiring such
person either (a) to exercise within a period of time established by the Company
after receipt of the notice each option and stock appreciation right to the
fullest extent exercisable at the end of that period, or (b) to surrender such
option or stock appreciation right or any unexercised portion thereof. Any
portion of such option or stock appreciation right which shall not have been
exercised in accordance with the provisions of the Program by the end of such
period shall automatically lapse irrevocably and the holder shall have no
further rights thereunder.

               Article 20. Method of Exercise. Any holder of an option may
exercise his or her option from time to time by giving written notice thereof to
the Company at its principal office, together with payment in full for the
shares of Common Stock to be purchased. The date of such exercise shall be the
date on which the Company receives such notice. Such notice shall state the
number of shares to be purchased. The purchase price of any shares purchased
upon the exercise of any option granted pursuant to the Program shall be paid in
full at the time of exercise of the option by certified or bank cashier's check
payable to the order of the Company or, if permitted by the Program
Administrator, by shares of Common Stock which have been held by the optionee
for at least six months, or by a combination of checks and such shares of Common
Stock. The Program Administrator may, in its sole discretion, permit an optionee
to make "cashless exercise" arrangements, to the extent permitted by applicable
law, and may require optionees to utilize the services of a single broker
selected by the Program Administrator in connection with any cashless exercise.
No option may be exercised for a fraction of a share of Common Stock. If any
portion of the purchase price is paid in shares of Common Stock, those shares
shall be valued at their then Fair Market Value as determined by the Program
Administrator in accordance with Section 4 of the Incentive Plan.

               Article 21. Limitation. Notwithstanding any other provision of
the Program, (a) no option may be granted pursuant to the Program more than ten
years after the date on which the Program was adopted by the Board of Directors,
and (b) any option granted under the Program shall, by its terms, not be
exercisable more than ten years after the date of grant.

               Article 22. Sunday or Holiday. In the event that the time for the
performance of any action or the giving of any notice is called for under the
Program within a period of time which ends or falls on a Sunday or legal
holiday, such period shall be deemed to end or fall on the next day following
such Sunday or legal holiday which is not a Sunday or legal holiday.

               Article 23. Governing Law. The Program shall be governed by and
construed in accordance with the laws of the State of New Jersey.


<PAGE>

               Article 24. Disputes. As a condition of the granting of any
option, the optionee shall be deemed to agree that any dispute or disagreement
which may arise under or as a result of this Program or the individual option
agreement shall be determined by the Board of Directors of the Company, in its
sole discretion and that any interpretation by the Board shall be final, binding
and conclusive.


<PAGE>

                                     PLAN I

                   CAPITATED DISEASE MANAGEMENT SERVICES, INC.

                           INCENTIVE STOCK OPTION PLAN


               Section 1. General. This Capitated Disease Management Services,
Inc. Incentive Stock Option Plan ("Incentive Plan") is Part I of the Company's
Program. The Company intends that options granted pursuant to the provisions of
the Incentive Plan will qualify and will be identified as "incentive stock
options" within the meaning of Section 422 of the Code. Unless any provision
herein indicates to the contrary, the Incentive Plan shall be subject to the
General Provisions of the Program.

               Section 2. Terms and Conditions. The Program Administrator may
grant incentive stock options to any person eligible under Article 4 of the
General Provisions. The terms and conditions of options granted under the
Incentive Plan may differ from one another as the Program Administrator shall,
in its discretion, determine, as long as all options granted under the Incentive
Plan satisfy the requirements of the Incentive Plan.

               Section 3. Duration of Options. Each option and all rights
thereunder granted pursuant to the terms of the Incentive Plan shall expire on
the date determined by the Program Administrator, but in no event shall any
option granted under the Incentive Plan expire later than ten years from the
date on which the option is granted. Notwithstanding the foregoing, any option
granted under the Incentive Plan to any person who owns more than 10% of the
combined voting power of all classes of stock of the Company or a Subsidiary
shall expire no later than five years from the date on which the option is
granted.

               Section 4. Purchase Price. The option price with respect to any
option granted pursuant to the Incentive Plan shall not be less than the Fair
Market Value of the shares on the date of the grant of the option; except that
the option price with respect to any option granted pursuant to the Incentive
Plan to any person who owns more than 10% of the combined voting power of all
classes of stock of the Company shall not be less than 110% of the Fair Market
Value of the shares on the date the option is granted. "Fair Market Value" shall
mean the fair market value of the Common Stock on the date of grant or other
relevant date. If on such date the Common Stock is listed on a stock exchange or
is quoted on the automated quotation system of NASDAQ, the Fair Market Value
shall be the closing sale price (or if such price is unavailable, the average of
the high bid price and the low asked price) on such date. If no such closing
sale price or bid and asked prices are available, the Fair Market Value shall be
determined in good faith by the Program Administrator in accordance with
generally accepted valuation principles and such other factors as the Program
Administrator reasonably deems relevant.

               Section 5. Maximum Amount of Options in Any Calendar Year. The
aggregate Fair Market Value of the Common Stock with respect to which incentive
stock options

<PAGE>

are exercisable for the first time by any employee during any calendar year
(under the terms of the Incentive Plan and all incentive stock option plans of
the Company and the Subsidiaries) shall not exceed $100,000.

               Section 6. Exercise of Options. Unless otherwise provided by the
Program Administrator at the time of grant or unless the installment provisions
set forth herein are subsequently accelerated pursuant to Article 18 of the
General Provisions of the Program or otherwise by the Program Administrator with
respect to any one or more previously granted options, options may only be
exercised to the following extent during the following periods of employment:


<TABLE>
<CAPTION>
                                                          Maximum Percentage of
                                                            Shares Covered by
                         Period Following                  Option Which May be
                          Date of Grant                         Purchased
                         ----------------                 ---------------------
           <S>                                            <C>
           Less than 12 months                                      0%
           12 months or more and less than 24 months               10%
           24 months or more and less than 36 months               20%
           36 months or more and less than 48 months               30%
           48 months or more and less than 60 months               40%
           60 months or more                                      100%
</TABLE>





<PAGE>

                                     PLAN II

                   CAPITATED DISEASE MANAGEMENT SERVICES, INC.

                         SUPPLEMENTAL STOCK OPTION PLAN


               Section 1. General. This Capitated Disease Management Services,
Inc. Supplemental Stock Option Plan ("Supplemental Plan") is Part II of the
Company's Program. Any option granted pursuant to the Supplemental Plan shall
not be an incentive stock option as defined in Section 422 of the Code. Unless
any provision herein indicates to the contrary, this Supplemental Plan shall be
subject to the General Provisions of the Program.

               Section 2. Terms and Conditions. The Program Administrator may
grant supplemental stock options to any person eligible under Article 4 of the
General Provisions. The terms and conditions of options granted under the
Supplemental Plan may differ from one another as the Program Administrator
shall, in its discretion, determine, as long as all options granted under the
Supplemental Plan satisfy the requirements of the Supplemental Plan.

               Section 3. Duration of Options. Each option and all rights
thereunder granted pursuant to the terms of the Supplemental Plan shall expire
on the date determined by the Program Administrator, but in no event shall any
option granted under the Supplemental Plan expire later than ten years from the
date on which the option is granted.

               Section 4. Purchase Price. The option price with respect to any
option granted pursuant to the Supplemental Plan shall be determined by the
Program Administrator at the time of grant.

               Section 5. Exercise of Options. Unless otherwise provided by the
Program Administrator at the time of grant, or unless the installment provisions
set forth herein are subsequently accelerated pursuant to Article 18 of the
General Provisions of the Program or otherwise by the Program Administrator,
with respect to any one or more previously granted options, options may only be
exercised to the following extent during the following periods of employment or
service:


<PAGE>

<TABLE>
<CAPTION>
                                                          Maximum Percentage of
                                                            Shares Covered by
                         Period Following                  Option Which May be
                          Date of Grant                         Purchased
                         ----------------                 ---------------------
         <S>                                              <C>
         Less than 12 months                                        0%
         12 months or more and less than 24 months                 10%
         24 months or more and less than 36 months                 20%
         36 months or more and less than 48 months                 30%
         48 months or more and less than 60 months                 40%
         60 months or more                                        100%
</TABLE>




<PAGE>

                                    PLAN III

                   CAPITATED DISEASE MANAGEMENT SERVICES, INC.

                         STOCK APPRECIATION RIGHTS PLAN


               Section 1. General. This Capitated Disease Management Services,
Inc. Stock Appreciation Rights Plan ("SAR Plan") is Part III of the Company's
Program.

               Section 2. Terms and Conditions. The Program Administrator may
grant stock appreciation rights to any person eligible under Article 4 of the
General Provisions. Stock appreciation rights may be granted either in tandem
with incentive stock options or supplemental stock options as described in
Section 4 of the SAR Plan, or as naked stock appreciation rights as described in
Section 5 of the SAR Plan.

               Section 3. Mode of Payment. At the discretion of the Program
Administrator, payments to recipients upon exercise of stock appreciation rights
may be made in (a) cash by bank check, (b) shares of Common Stock having a Fair
Market Value (determined in the manner provided in Section 4 of the Incentive
Plan) equal to the amount of the payment, (c) a note in the amount of the
payment containing such terms as are approved by the Program Administrator, or
(d) any combination of the foregoing in an aggregate amount equal to the amount
of the payment.

               Section 4. Stock Appreciation Rights in Tandem with Incentive or
Supplemental Stock Options. A SAR granted in tandem with an incentive stock
option or a supplemental stock option (each, an "Option") shall be on the
following terms and conditions:

               (a) Each SAR shall relate to a specific Option or portion of an
        Option granted under the Incentive Plan or the Supplemental Plan, as the
        case may be, and may be granted by the Program Administrator at the same
        time that the Option is granted or at any time thereafter prior to the
        last day on which the Option may be exercised.

               (b) A SAR shall entitle a recipient, upon surrender of the
        unexpired related Option, or a portion thereof, to receive from the
        Company an amount equal to the excess of (i) the Fair Market Value
        (determined in accordance with Section 4 of the Incentive Plan) of the
        shares of Common Stock which the recipient would have been entitled to
        purchase on that date pursuant to the portion of the Option surrendered,
        over (ii) the amount which the recipient would have been required to pay
        to purchase such shares upon exercise of such Option.

               (c) A SAR shall be exercisable only for the same number of shares
        of Common Stock, and only at the same times, as the Option to which it
        relates. SARs shall be subject to such other terms and conditions as the
        Program Administrator may specify.


<PAGE>

               (d) A SAR shall lapse at such time as the related Option is
        exercised or lapses pursuant to the terms of the Program. On exercise of
        the SAR, the related Option shall lapse as to the number of shares
        exercised.

               Section 5. Naked Stock Appreciation Rights. SARs granted by the
Program Administrator as naked stock appreciation rights ("Naked Rights") shall
be subject to the following terms and conditions:

               (a) The Program Administrator may award Naked Rights to
        recipients for periods not exceeding ten years. Each Naked Right shall
        represent the right to receive the excess of (i) the Fair Market Value
        of one share of Common Stock (determined in accordance with Section 4 of
        the Incentive Plan) on the date of exercise of the Naked Right, over
        (ii) the Fair Market Value of one share of Common Stock (determined in
        accordance with Section 4 of the Incentive Plan) on the date the Naked
        Right was awarded to the recipient.

               (b) Unless otherwise provided by the Program Administrator at the
        time of award or unless the installment provisions set forth herein are
        subsequently accelerated pursuant to Article 18 of the General
        Provisions of the Program or otherwise by the Program Administrator with
        respect to any one or more previously granted Naked Rights, Naked Rights
        may only be exercised to the following extent during the following
        periods of employment or service:

<TABLE>
<CAPTION>
                                                         Maximum Percentage of
                         Period Following                 Naked Rights Which
                           Date of Grant                    May be Purchased
                         ----------------                ---------------------
           <S>                                           <C>
           Less than 12 months                                     0%
           12 months or more and less than 24 months              10%
           24 months or more and less than 36 months              20%
           36 months or more and less than 48 months              30%
           48 months or more and less than 60 months              40%
           60 months or more                                     100%
</TABLE>



               (c) The Naked Rights solely measure and determine the amounts to
        be paid to recipients upon exercise as provided in Section 5(a). Naked
        Rights do not represent Common Stock or any right to receive Common
        Stock. The Company shall not hold in trust or otherwise segregate
        amounts which may become payable to recipients of Naked Rights; such
        funds shall be part of the general funds of the Company. Naked Rights
        shall constitute an unfunded contingent promise to make future payments
        to the recipient.


<PAGE>

                                     PLAN IV

                   CAPITATED DISEASE MANAGEMENT SERVICES, INC.

                             PERFORMANCE SHARE PLAN


               Section 1. General. This Capitated Disease Management Services,
Inc. Performance Share Plan ("Performance Share Plan") is Part IV of the
Company's Program. Unless any provision herein indicates to the contrary, the
Performance Share Plan shall be subject to the General Provisions of the
Program.

               Section 2. Terms and Conditions. The Program Administrator may
grant performance shares to any person eligible under Article 4 of the General
Provisions. Each performance share grant shall confer upon the recipient thereof
the right to receive a specified number of shares of Common Stock of the Company
contingent upon the achievement of specified performance objectives within a
specified performance objective period including, but not limited to, the
recipient's continued employment or service as a consultant through the period
set forth in Section 5 of this Performance Share Plan. At the time of an award
of a performance share, the Program Administrator shall specify the performance
objectives, the performance objective period or periods and the period of
duration of the performance share grant. Any performance shares granted under
this Plan shall constitute an unfunded promise to make future payments to the
affected person upon the completion of specified conditions.

               Section 3. Mode of Payment. At the discretion of the Program
Administrator, payments of performance shares may be made in (a) shares of
Common Stock, (b) a check in an amount equal to the Fair Market Value
(determined in the manner provided in Section 4 of the Incentive Plan) of the
shares of Common Stock to which the performance share award relates, (c) a note
in the amount specified above in Section 3(b) containing such terms as are
approved by the Program Administrator, or (d) any combination of the foregoing
in the aggregate amount equal to the amount specified above in Section 3(b).

               Section 4. Performance Objective Period. The duration of the
period within which to achieve the performance objectives shall be determined by
the Program Administrator. The period may not be less than one year nor more
than ten years from the date that the performance share is granted. The Program
Administrator shall determine whether performance objectives have been met with
respect to each applicable performance objective period. Such determination
shall be made promptly after the end of each applicable performance objective
period, but in no event later than 90 days after the end of each applicable
performance objective period. All determinations by the Program Administrator
with respect to the achievement of performance objectives shall be final,
binding on and conclusive with respect to each recipient.

               Section 5. Vesting of Performance Shares. Unless otherwise
provided by the Program Administrator at the time of grant, or unless the
installment provisions set forth herein are subsequently accelerated pursuant to
Article 18 of the General Provisions of the Program or otherwise by the Program
Administrator, with respect to any one or more previously granted


<PAGE>

performance shares, the Company shall pay to the recipient on the date set forth
in Column 1 below ("Vesting Date") the percentage of the recipient's performance
share award set forth in Column 2 below.


<TABLE>
<CAPTION>
                           Column 1                       Column 2
                         Vesting Date                    Percentage
                         ------------                    ----------
               <S>                                       <C>
               1 year from Date of Grant                     25%
               2 years from Date of Grant                    25%
               3 years from Date of Grant                    25%
               4 years from Date of Grant                    25%
</TABLE>



<PAGE>

                                     PLAN V

                   CAPITATED DISEASE MANAGEMENT SERVICES, INC.

                                STOCK BONUS PLAN


               Section 1. General. This Capitated Disease Management Services,
Inc. Stock Bonus Plan ("Stock Bonus Plan") is Part V of the Company's Program.
Unless any provision herein indicates to the contrary, the Stock Bonus Plan
shall be subject to the General Provisions of the Program.

               Section 2. Terms and Conditions. The Program Administrator may
grant bonuses in the form of shares of Common Stock to any person eligible under
Article 4 of the General Provisions. Each such stock bonus shall be forfeited by
the recipient in the event that the recipient's employment by or service as a
director or consultant to the Company or any Subsidiary terminates within the
time periods specified in Section 3 of the Stock Bonus Plan or within such other
time period as the Program Administrator also may provide at the time of grant.
The Program Administrator also may provide at the time of grant that the Common
Stock subject to the stock bonus shall be forfeited by the recipient upon the
occurrence of other events.

               Section 3. Forfeiture of Bonus Shares. Unless otherwise provided
by the Program Administrator at the time of grant, or unless the installment
provisions set forth herein are subsequently accelerated pursuant to Article 18
of the General Provisions of the Program or otherwise by the Program
Administrator with respect to any one or more previously granted bonus shares,
the percentage set forth in Column 2 below of shares of Common Stock issued as a
stock bonus shall be forfeited and transferred back to the Company by the
recipient without payment of any consideration from the Company if the
recipient's employment by or service as a director or consultant to the Company
or any Subsidiary is terminated for any reason during the time periods specified
in Column 1 below:

<TABLE>
<CAPTION>
                       Column 1                             Column 2
                  Employment or Service                Percentage of Bonus
                    Terminated Within             Shares Which are Forfeitable
                  ---------------------           ----------------------------
               <S>                                <C>
               First 12 months after grant                    100%
               First 24 months after grant                     90%
               First 36 months after grant                     80%
               First 48 months after grant                     70%
               First 60 months after grant                     60%
               Beyond 60 months after grant                     0%
</TABLE>

        Section 4. Rights as a Stockholder; Stock Certificates. A recipient
shall have rights as a stockholder with respect to any shares of Common Stock
received as a stock bonus represented by a stock certificate issued in his name
even though all or a portion of such shares


<PAGE>


remains subject to a risk of forfeiture hereunder, except that shares subject to
forfeiture shall not be transferable. Stock certificates representing such
shares which remain subject to forfeiture together with a related stock power
shall be held by the Company, and shall be canceled and returned to the
Company's treasury if thereafter forfeited. Stock certificates representing such
shares which are vested and no longer subject to forfeiture shall be delivered
to the recipient.