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                                                                EXHIBIT 10.19




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                            ASSET PURCHASE AGREEMENT

                                     AMONG

                                   PACC HMO,

                               PACC HEALTH PLANS

                                      AND

                          HEALTHSOURCE NORTHWEST, INC.

                                  DATED AS OF

                                JANUARY 22, 1996

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                            ASSET PURCHASE AGREEMENT


         ASSET PURCHASE AGREEMENT dated as of the 22nd day of January, 1996, by
and between PACC HMO and PACC HEALTH PLANS, each a nonprofit corporation
organized under the laws of Oregon with a principal address at 12901 SE 97th
Avenue, Clackamas, Oregon 97015- 0286 (collectively referred to herein as the
"Sellers" and individually as a "Seller") and HEALTHSOURCE NORTHWEST, INC., a
corporation organized under the laws of New Hampshire with a principal office
at c/o Healthsource, Inc., Two College Park Drive, Hooksett, New Hampshire
03106 (the "Buyer").

         WHEREAS, Sellers desire to form a new charitable foundation and to
sell to Buyer the health care service contractor ("HCSC") and health insurance
business of Sellers (and all operating assets of Sellers related thereto) with
the proceeds thereof to be paid to such charitable foundation for the future
benefit of the community;

         WHEREAS, Healthsource, Inc. will deliver herewith an unconditional
guarantee of the full and complete payment and performance of all of the
obligations of Healthsource Northwest, Inc. under this Agreement;

         WHEREAS, Buyer is a wholly-owned subsidiary of Healthsource, Inc.
("Healthsource") and will create an HCSC subsidiary to purchase and assume the
existing HCSC business of the Sellers, which HCSC subsidiary will be chartered
and licensed in Oregon and Washington with future expanded operations in Idaho
and Montana;

         WHEREAS, Buyer recognizes that Sellers have significant management and
community leadership that are particularly knowledgeable about the local health
care and business community; Buyer believes in locally driven health plans; and
Buyer currently intends to utilize such management and leadership in developing
its HCSC business in Oregon and the Northwest;

         WHEREAS, Buyer recognizes that Sellers have long-standing physician
relationships and Buyer has a similar culture of close physician relationships;

         WHEREAS, Buyer recognizes that Sellers have invested significant time
and effort to develop and expand into rural markets and to form a strategic
alliance with a significant statewide provider network, and Buyer is committed
to the same general concepts and principles and currently intends to pursue
such a strategy;

         WHEREAS, Buyer recognizes that Sellers have local employees who
operate the business to be acquired and Buyer currently intends to continue to
utilize such employees to operate the acquired business;





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         WHEREAS, Buyer has simultaneously with the execution of the Agreement
filed a so-called Form A (Change in Control Application) with the Oregon
Department of Consumer and Business Services previously approved by Sellers;
and

         WHEREAS, Sellers and Buyer desire to enter the transactions
contemplated in this Agreement.

         NOW, THEREFORE, in consideration of the mutual promises herein set
forth, and subject to the terms and conditions hereof, the parties agree as
follows:

1.       DEFINITIONS.

         As used in this Agreement, terms defined in the preamble and recitals
of this Agreement shall have the meanings set forth therein and the following
terms shall have the meanings set forth below:

         1.01    "AFFILIATE" shall mean the meaning set forth in Rule 12b-2 of
         the regulations promulgated under the Securities Exchange Act of 1934,
         as amended.

         1.02    "AGREEMENT" shall mean this Asset Purchase Agreement and all
         Schedules and Exhibits hereto.

         1.03    "CLOSING" shall mean the simultaneous closing of the purchase
         of certain assets and assumption of certain liabilities of Sellers
         specified herein together with all other deliveries contemplated by
         this Agreement; such Closing to be at the offices of Deloitte &
         Touche, L.L.P., Portland, Oregon on a date and at a time to be
         established by mutual agreement of the parties, no later than the
         fifth business day of the first month after December, 1995 following
         the month in which there is satisfaction or waiver of the conditions
         to Closing as provided in Sections 9 and 10 (the "Closing Date");
         provided that the Closing must occur, if at all, prior to termination
         under Section 18.01(ii).

         1.04    "CODE" shall mean the Internal Revenue Code of 1986 and all
         regulations promulgated thereunder, including any amendments or any
         substitute or successor provisions thereto.

         1.05    "ERISA" shall mean the Employee Retirement Income Security Act
         of 1974 (and any sections of the Code amended by it) and all
         regulations promulgated thereunder, as the same have from time to time
         been amended.

         1.06    "GAAP" shall mean the United States generally accepted
         accounting principles as in effect from time-to-time.





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         1.07    "ESTIMATED BALANCE SHEET" shall mean the estimated balance
         sheet as herein determined.  Sellers shall, thirty (30) days prior to
         the Closing Date, deliver to Buyer a proposed estimated consolidated
         balance sheet for the Transferred Business as of the most recent month
         end which presents fairly the financial condition of the Transferred
         Business as of such date in accordance with GAAP consistently applied
         and applying the Supplemental Accounting Principles described in
         Section 1.10 .  Deloitte & Touche, LLP shall be given a reasonable
         opportunity to review the Estimated  Balance Sheet in draft form
         before it is finalized (including all work papers of Sellers' finance
         department and of KPMG Peat Marwick, LLP, and related actuarial
         assumptions and calculations) and to resolve any issues with Sellers.
         In reviewing such Estimated Balance Sheet Buyer shall have the
         opportunity to obtain new and updated computer reports from Sellers'
         MIS Department or Finance Department.  Any issues not resolved by
         Closing shall be resolved with the final resolution of the Final
         Balance Sheet pursuant to Section 4.02.

         1.08    "HISTORICAL FINANCIALS" shall mean the consolidated balance
         sheet as of December 31, 1994 and 1995 for the Transferred Business
         and the consolidated statements of revenues and expenses, changes in
         fund balances and cash flows of the Transferred Business for the years
         ended December 31, 1993, 1994 and 1995 prepared so as to fairly
         present the operations and financial condition of the Transferred
         Business in accordance with GAAP, consistently applied together with
         the unqualified opinion and report (with standard footnotes) upon such
         statements prepared in accordance with generally accepted auditing
         standards of KPMG Peat Marwick LLP and, with respect only to the
         Estimated Balance Sheet and the Final Balance Sheet, the Supplemental
         Accounting Principles.  If then required to be filed with the SEC,
         such Historical Financials shall be prepared in compliance with SEC
         Rule S-X in form for filing with the SEC and coupled with the consent
         of the respective audit firm to being named as experts and to the use
         of their reports in such filing.  All costs of preparing the
         Historical Financials (other than in conforming them to SEC Rule S-X
         if required) shall be borne by Sellers.  Sellers shall cooperate in
         permitting Buyer to prepare all such interim unaudited financial
         statements for periods after December 31, 1995 as shall be required of
         Buyer by SEC Rule S-X in form for filing by Buyer, the costs of which
         shall be borne by Buyer.

         1.09    "MATERIAL ADVERSE EFFECT" shall mean any event, occurrence or
         matter since the date of the 1994 audit report having a material
         adverse effect on the business, operations, property, results of
         operations, or financial condition taken in the aggregate of the
         Sellers or the Transferred Business (as the case may be) provided
         normal seasonality or changes in general economic conditions in Oregon
         and Washington shall not be considered as a Material Adverse Effect.





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         1.10    "SUPPLEMENTAL ACCOUNTING PRINCIPLES" shall mean the following
         Supplemental Accounting Principles which shall apply to the specific
         balance sheets required by this Agreement: (i) all provider withholds
         (including IBNR withholds) shall have been recorded as liabilities on
         the applicable balance sheet; (ii) IBNR calculations on each balance
         sheet shall include an accrual of all reported but unpaid claims,
         incurred but unbilled services (including but not limited to a full
         accrual for completion of hospitalization existing on the date of each
         balance sheet and all projected future physician costs for all known
         pregnancies existing on the date of each balance sheet) the full
         actuarially determined amount of future expected claims (including
         withholds) and (with respect to the Estimated Balance Sheet only) a
         margin or "cushion" of 10% for unknown contingencies with respect to
         health care expenses; (iii) all investments and financial assets
         carried on the Estimated and Final  Balance Sheets for the Transferred
         Business shall be marked to market as of the Closing whether or not
         FASB 115 technically applies to Sellers; (iv) the Estimated and Final
         Balance Sheets shall include all accruals required by AICPA SOP 89-5
         when applying SOP 89-5:  (a) the accruals shall be irrespective of
         Seller's right to terminate any such contract; (b) the medical loss
         ratio will be measured using the aggregate loss ratio of contract
         groups using community rated and demographically rated groupings for
         groups that have less than 50 members; all other groups shall be
         considered individual experience rated or partial experience rated;
         and further for the purposes of this calculation, the individual
         experience rated and partial experience rated groups will be evaluated
         individually, Medicare members shall be aggregated and considered as a
         group and Medicaid members shall be aggregated and considered as a
         group; (c) the amount of the accrued loss on the Estimated Balance
         Sheet shall be reduced by an estimate of the amounts which the Sellers
         reasonably can establish will be recoverable from the policy holder in
         the next contract period to the extent that such contract renewal
         negotiations have been concluded and agreed to prior to Closing; (d)
         an adjustment between the estimate referred to in (c) above and the
         actual amount of the accrued loss which Sellers are able to recover
         from the policy holder in the next renewal negotiations, to the extent
         such negotiations are concluded by January 31, 1997, shall be made on
         the Final Balance Sheet; (e) any group of contracts (as defined in (b)
         above) with a medical loss ratio in excess of 92.5% will be subject to
         an accrual if the medical loss ratio is expected to remain at 92.5%
         for the contract year; (f) an administrative cost factor of 7.5% will
         be used in the accrual and (g) the amount of the accrual will be equal
         to the additional premium required to obtain a 100% combined medical
         loss ratio and administrative cost factor; and (v) there shall be no
         net assets (after related liabilities) recorded or other financial
         reserves allocated to cover the cost of any individual employer
         deficit from any experience-rated or minimum premium or similar
         account relationship.





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         1.11    "TAXES" shall mean all federal, state, local, foreign, and
         other net income, gross income, gross receipts, sales, use, ad
         valorem, transfer, franchise, profits, license, lease, service,
         service use, withholding, payroll, employment, excise, severance,
         stamp, occupation, premium, property, windfall profits, customs,
         duties or other taxes, fees, assessments, or charges of any kind
         whatever, together with any interest and any penalties, additions to
         tax, or additional amounts with respect thereto.

         1.12    "EXCLUDED LIABILITY" means any liability, no matter when or
         how arising, of Sellers that is not expressly assumed under this
         Agreement or the Assumption Reinsurance Agreements, including, without
         limitation; (i) any liability for Taxes of Sellers (other than premium
         Taxes to the extent accrued as liabilities on the Final Balance Sheet)
         for periods ending on or prior to the Closing Date relating to or
         arising in connection with the Transferred Business or any Assets;
         (ii) any liability relating to or arising in connection with any
         litigation or proceeding to which Sellers are or become a party (or to
         which any of Buyer or Sellers or their Affiliates may become a party)
         based on acts or omissions occurring on or prior to the Closing Date
         for which Sellers are legally responsible; (iii) any liability to the
         extent it is related to or arises in connection with any business or
         operation of Sellers other than the Transferred Business; (iv) any
         Extra-Contractual Obligations which arise from acts, errors or
         omissions of Sellers which occur prior to the Closing or which arise
         from the acts, errors or omissions of Sellers, their officers,
         directors, employees, agents after Closing unless such actions are
         taken at the direction of Buyer or its Affiliates; (v) any liability
         or obligation for amounts payable for third-party assets which are, or
         become, subject to escheat to any states or other jurisdictions, but
         only to the extent that such third-party assets are not included in
         the Transferred Assets and transferred to Buyer or Buyer's designees
         pursuant to this Agreement; (vi) any liability arising from any
         Employee Benefit Plan maintained by Sellers; (vii) any liability
         relating to performance, risk or other guarantees or experience-rated
         refunds or credits arising under Insurance Contracts or service or
         administrative agreements relating to periods ending on or before the
         Closing Date; (viii) any liability relating to Insurance Contracts
         terminated or canceled by Sellers on or before the Closing Date; (ix)
         any liability for commissions earned with respect to premiums received
         prior to the Closing Date; (x) any liability arising in connection
         with participation by Sellers or their Affiliates in any guaranty fund
         established or governed by any state or jurisdiction or from any
         assessment with respect to the Oregon Health Plan high risk pool, in
         each case to the extent to which such liability arises on account of
         premiums or charges received by Sellers or their Affiliates prior to
         the Closing; and (xi) any liability of Sellers or any Affiliate of
         Sellers for retrospective payments or adjustments under Reinsurance
         Treaties allocable to any period prior to the Closing; (xii) any
         liability resulting from any determination of any liability pursuant
         to Medicare cost contracts to the extent not fully reserved





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         on the Final Balance Sheet whether determined by audit or otherwise at
         any time before or after Closing arising from Sellers' operation of the
         Transferred Business prior to Closing.

         1.13    "EXTRA-CONTRACTUAL OBLIGATIONS" means all liabilities for
         consequential, exemplary, punitive or similar damages which arise from
         any alleged or actual act, error or omission whether intentional or
         otherwise of Sellers, or from any alleged or actual reckless conduct
         or bad faith of Sellers, in connection with the handling of any claim
         under any of the Insurance Contracts or the contracts assigned and
         assumed under Sections 2.01 and 2.05 or in connection with the 
         issuance, delivery, cancellation, marketing or administration of any
         of the Insurance Contracts or the assigned and assumed contracts,
         except to the extent any such Extra Contractual Obligations are set
         forth on and reserved as a liability on the Final Balance Sheet.

         1.14    "INSURANCE CONTRACTS" means all policies, binders, slips,
         certificates, and other agreements of insurance, whether HMO, health
         care service contract, health insurance or other product and whether
         individual or group, in effect on or after the Closing Date (including
         all supplements, endorsements, riders and ancillary agreements in
         connection therewith) which are issued by Sellers in connection with
         the Transferred Business.

         1.15    "REINSURANCE TREATIES" means contracts or other agreements
         pursuant to which Sellers cede insurance in connection with the
         Transferred Business.

         1.16    "COVERED LIVES" shall mean those persons receiving medical
         coverage in the Transferred Business (including Sellers' Medicare and
         Medicaid plans, but excluding plans providing administration-only
         services).

1A.      GOVERNANCE, MANAGEMENT, BUSINESS COMMITMENTS

         1A.01   BOARD OF DIRECTORS OF BUYER/BUYER'S SUBSIDIARIES.  For a
period of seven (7) years from Closing, not less than 20% of the members of the
Board of Directors of Buyer and Buyer's HCSC subsidiary shall be local Oregon
physicians, consumers and business leaders.  None of the directors of Buyer or
its HCSC subsidiary shall serve as Trustees of the Foundation created to
receive the purchase price.

         1A.02   ARTICLES OF INCORPORATION AND BYLAWS OF BUYER'S HCSC
SUBSIDIARY.  The Articles of Incorporation and/or Bylaws of Buyer's HCSC
subsidiary shall at all times require that the approval of a majority of the
outstanding common stock of such corporation will be required for the following
matters affecting such corporation:

         (a)     Approval of annual operating budget;





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         (b)     Issuance of material debt or equity securities;
         (c)     Sale of assets with a value in excess of $5 million;
         (d)     Substantial amendment of Articles of Incorporation or Bylaws;
         (e)     Hiring/firing of CEO;
         (f)     Any substantial change in operations;
         (g)     Acquisitions or mergers with a value in excess of $5 million;
         (h)     Dividends payable by the HCSC.

         1A.03   PHYSICIAN NETWORK.  In order to maintain continuity of service
to Sellers' subscribers, Buyer shall (a) use its best efforts to maintain under
Buyer's contracts, for a period of not less than one year, Sellers' current
network of physicians, consistent with the current credentialing, participation
and quality assurance policies, and (b) thereafter develop a network
enhancement plan consistent with Buyer's growth and subscriber needs.

         1A.04   INFORMATION SERVICES AND TECHNOLOGY.  After consulting with
management of Sellers, Buyer shall make available, and shall use its best
efforts to install within twelve (12) months following the Closing, information
services and technology to assist in quality assurance, medical management,
network development and management, financial reporting, claims processing and
such other processes as necessary to provide high quality, competitively priced
health care services to members of the Transferred Business.

         1A.05   PRODUCTS.  Subject to local law, Buyer shall make available,
and shall use best efforts to provide all product lines currently offered by
Healthsource and its Affiliates in other markets, including assistance in
developing a Medicare risk product for sale in Buyer's service area.

         1A.06   BUYER'S COMMITMENT.  Buyer notes its current intention to grow
the HCSC/managed care business in Oregon and Washington using its Oregon HCSC
subsidiary, as well as using such management resources to develop and expand
its health care business in the other Northwest States to become a market
leading health plan in the service area and region.  Buyer shall make available
capital or other resources to expand the Oregon HCSC/managed care business as
justified by management's effectiveness and market conditions generally,
whether such expansion is through operations or acquisitions, subject to
Buyer's approval process, assessment of value in relation to acquisition costs,
and ongoing review of such capital or other requirements and subject to change
based on changed conditions as determined by Buyer.

         1A.07   EQUITY PURCHASE BY HFEN OR OTHERS.  If so requested by
Sellers, subject to compliance with applicable securities and other laws and
limited so as not to require registration under the Securities Act of 1934, as
amended, Buyer shall sell to HFEN or to HFEN's physician or hospital owners and
to Sellers' senior management employees, up





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to a total of five percent (5%) (or more if Buyer so elects) of the common
stock of Buyer at a price per share substantially equivalent to the per share
cost of Healthsource's investment in Buyer (including without limitation the
value of cash, expenses, assets and services contributed by Healthsource and
its Affiliates).  Buyer shall only be required to offer such shares until three
years from Closing.  Buyer shall be entitled to insert call provisions for any
shares sold to (i) providers allowing Buyer to repurchase such shares if the
holder ceases to be a participating provider in compliance with Buyer's
conditions of participation or (ii) employees of Buyer if any such employee's
employment with Buyer is terminated.  At Buyer's option such equity may be in
Buyer's operating HCSC subsidiaries.

         1A.08   CONTROL OF BUYER.  The parties hereto acknowledge and agree
that Healthsource shall have the ultimate right to control the business and
operations of Buyer and Buyer's subsidiaries after Closing.

         1A.09   CASCADIA HEALTH PLAN.  Buyer shall continue to pursue after
Closing the development of competitive HMO and other managed care products
primarily in but not limited to areas of Oregon outside greater Portland, and
shall work to include as providers for such products all members of HFEN.

2.       PURCHASE OF TRANSFERRED BUSINESS; RELATED MATTERS.

         2.01    PURCHASE AND SALE OF THE TRANSFERRED BUSINESS.  On and subject
to the terms and conditions of this Agreement, Sellers shall sell and assign,
and Buyer and its HCSC Subsidiary shall purchase and assume, as of Closing all
Insurance Contracts of Sellers which remain in force as of Closing, together
with all operating assets of Sellers used in the operation of Sellers' business
subject to the terms and conditions of this Agreement, including but not
limited to:  (a) all accounts receivable of Sellers existing as of Closing,
including without limitation all uncollected servicing fees, premiums, and any
and all other amounts and accounts receivable due to Sellers; (b) subject to
Sections 2.04 and 2.05, assignments of all written contracts, agreements,
leases (including without limitation, leases of real, personal, or tangible
property), licenses, permits and other rights of Sellers; (c) all subscriber
and employer agreements, including all reinsurance or stop-loss policies, all
policy-related files, policy-related data, inventory of current forms, business
and personnel records, files and plans, separate telephone numbers, product and
brand names, and all transferable contractual rights of Sellers relating to the
operation of such business; (d) all intangible assets of Sellers including but
not limited to marks, names, trademarks, service marks, patents, patent rights,
assumed names, logos, trade secrets, proprietary rights, all computer software
(whether owned or licensed) with Sellers taking all actions necessary to
properly transfer all of Sellers' rights in software to Buyer (including
without limitation paying any additional necessary license fees to software
vendors for such assignment), subrogation rights (including without limitation,
assets realized as a result thereof), confidential or proprietary information,
prepayments (except





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prepaid insurance policies), deferred charges, refunds, credits, claims,
benefits and other rights and interest of Sellers including without limitation
the names PACC HMO and PACC Health Plans, (e) all tangible assets of Sellers
used in the operation of Sellers' business including, but not limited to, cash
and all investment assets qualifying as Acceptable Financial Assets as defined
herein, furniture, fixtures, equipment, supplies, computer hardware, and all
other tangible assets and personal property of Sellers, and (f) the cash or
Acceptable Financial Assets to be transferred to Buyer pursuant to Section
2.09, subject to changes in the ordinary course of business which do not
contravene Section 8.01 and to existing encumbrances listed on Schedule 2.01,
but not including any financial assets which do not qualify as Acceptable
Financial Assets, nor any assets excluded under Section 4.06, nor the portion
of the "Contingency Reserve and Stabilization Fund" retained by Sellers as
provided in Section 2.09, nor any assets resulting from Excluded Liability
matters (including without limitation any recovery from audits of prior years
Medicare cost contracts).  Such business being acquired is herein defined as
the "Transferred Business" and the assets being transferred are defined as the
"Assets".  Buyer's HCSC subsidiary shall assume the Insurance Contracts
included in the Transferred Business pursuant to various Assumption Reinsurance
Agreements approved by the Oregon and Washington Insurance Departments in the
forms attached hereto as Exhibits 2.01-1 and 2.01-2.  A computer generated
schedule of all existing individual Assets has been separately delivered as
Schedule 6.08 and signed by the parties.

         2.02    EMPLOYMENT MATTERS.  In connection with the acquisition of the
Transferred Business, Buyer, at Closing, shall offer through its designees to
hire all of Sellers' employees then actively engaged in the conduct of
Sellers' business at the time of Closing (hereinafter the "Transferred
Employees") at salaries comparable to those disclosed under Section 6.14
subject to increase in the ordinary course of business and from an on-going
general salary review (such increases not to exceed $350,000 in total annual
effect exclusive of salaries for new positions).  It is the current intention
of Buyer to retain Sellers' workforce after Closing, it being understood and
agreed that this representation does not confer any rights of continued
employment upon any such Transferred Employee other than that of an
employee-at-will, except for those senior employees who will have employment
contracts with Buyer.  After Closing, employees of Sellers who accept
employment with Buyer shall be eligible to receive those salary and other
benefits as shall be applicable from time to time to other employees of Buyer
holding comparable positions.

         2.03    EMPLOYEE BENEFITS; EMPLOYMENT CONTRACTS.  Sellers' current
employees are presently participating in the benefit plans listed in Schedule
6.24 (collectively the "Employee Benefit Plans").  As of the day prior to
Closing,  Sellers shall terminate the participation of the Transferred
Employees in all Employee Benefit Plans except Seller's Pension Plan and
Sellers shall be entirely responsible for administering and reporting each such
termination as well as providing such notices of vested rights or payments, if
any, to each such participant as are required by law and shall hold Buyer
harmless from





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any liability occasioned by such termination or arising from such employees'
prior participation in the Employee Benefit Plans.  With respect to Sellers'
Pension Plan, the parties will cooperate to cause (i) Sellers' Pension Plan to
be "frozen" with no further pension benefits to accrue under Sellers' plan and
(ii) to merge Sellers' pension plan into, and transfer all of its liabilities
and assets to the Healthsource-Provident Retirement Plan.  Sellers shall
continue contributions to Sellers' Pension Plan at current levels for all
periods prior to Closing.  After Closing eligible employees will participate in
the Buyer's 401(k) plan with 50% matching of deferrals that do not exceed 6% of
salary.  After Closing Sellers' employees who accept employment with Buyer (see
Section 2.02) shall participate in the benefit plans of Buyer with credit for
prior service with Sellers and with waiver of waiting periods and exclusions
for pre-existing conditions waived as to all such employees.  A list of such
benefits plans is attached hereto as Schedule 2.03.  Buyer hereby agrees to
assume all liability under the severance program approved by Buyer and
disclosed in Schedule 6.24 only for Sellers' employees who accept employment
with Buyer as well as all liability under Seller's pension plan provided
Sellers continue to make scheduled contributions at current levels through
Closing.  Without intending any limitation, Sellers shall retain all
liabilities for retired employee health care coverage despite having canceled
such retiree health plan.  Buyer or its designee shall offer an employment
contract to the President of Seller with a term of not less than one year in
the form of Exhibit 2.03(b)(i) and offer employment contracts to Vice
Presidents of Seller listed on Schedule 10.11 in the form of Exhibit
2.03(b)(ii).

         2.04    HEADQUARTERS LEASE.  Sellers currently lease office space in
Clackamas, Oregon under a lease expiring May 31, 1999.  Sellers shall cause an
assignment of said lease to Buyer at Closing and shall deliver to Buyer an
estoppel certificate from the lessors of such property.  Buyer shall assume
lease obligations at Closing, per Section 2.11 below.

         2.05    ASSIGNMENT OF CONTRACTS.  At Closing Sellers shall (i) assign
to Buyer or its Affiliates all contracts listed on Schedule 2.05 (except that
the assumption of any Cascadia Health LLC documents and agreements with HFEN
shall be conditioned upon compliance with Section 8.01(q)) and (ii) secure
consents to the assignment of such assigned and assumed contracts as are
reasonably believed and designated on such Schedule by Buyer as being material
to the continued operation of its business including without limitation the
consents of the United States Department of Health and Human Services, the
Oregon Department of Human Resources Office of Medical Assistance Programs, the
United States Office of Personnel Management, and the States of Oregon and
Washington, provided, however that Sellers shall not be required to obtain
consents to assignment of contracts that are (in the written opinion of
Sellers' counsel) assignable by their terms or by operation by law .  Sellers
shall also deliver a general assignment of physician and other provider
agreements and a general assignment of all insurance or other contracts with
employers or insureds, together with the consents in Sections 10.08 and 10.15.





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         2.06    PURCHASE OF TRANSFERRED BUSINESS - GENERAL.  Buyer shall
purchase the Assets and assume the Assumed Liabilities of the Transferred
Business as further described in this Agreement by causing a newly chartered
Oregon corporation (licensed as an HCSC) to acquire such portions of the
Transferred Business as Buyer shall designate.  Buyer's HCSC subsidiary shall
be capitalized to meet the requirements of the Oregon Insurance Department,
shall accept sufficient Acceptable Financial Assets to create such capital
structures and shall assume the Insurance Contracts under the Assumption
Reinsurance Agreements.  The investment assets transferred to Buyer by Sellers
shall include only: (i) direct obligations of the U.S. Government or its
agencies maturing in 90 days or less from the date of issuance; (ii)
certificates of deposit maturing not more than 90 days from the date of
issuance issued by a bank whose long term debt is rated AA by Moody's Investors
Services, Inc. and AA or better by Standard and Poor's Corporation; (iii)
publicly traded investment grade "NAIC 1" money market and fixed income
securities; and (iv) cash (hereinafter referred to collectively as "Acceptable
Financial Assets").  Assets to be conveyed by Sellers may be allocated by Buyer
prior to Closing to Buyer's HCSC subsidiary.  At Closing Sellers shall transfer
the sale proceeds (except for such reasonable amount as PACC determines it is
prudent to retain temporarily to resolve outstanding debts or obligations of
PACC in winding up its affairs) to the Foundation and/or, subject to regulatory
approval and indemnification satisfactory to Buyer, to other charitable
corporations for the benefit of the community.

         2.07    DELIVERY OF ESTIMATED BALANCE SHEET AND HISTORICAL FINANCIALS.
At Closing, Sellers shall at their sole expense deliver the Estimated Balance
Sheet and the Historical Financials for the Transferred Business.

         2.08    MATERIAL THIRD PARTIES GENERALLY.  Except as otherwise
provided in this Agreement, Sellers shall obtain consents in a form reasonably
acceptable to Buyer from any third party with whom Sellers have a contractual
relationship that is material to Sellers' business, so that such contractual
relationship shall remain in effect after Closing, provided that Sellers shall
have no obligation to obtain such consents if they are not required under the
terms of such contractual relationship.

         2.09    CONTINGENCY RESERVES AND STABILIZATION FUND.  Buyer
acknowledges that Sellers currently maintain in segregated accounts certain
assets ("CRSF Assets") which secure Sellers' obligations for Contingency
Reserves and Stabilization Funds (collectively the "CRSF Reserves"),
representing Sellers' obligation to pay monies to, and to return initial
capital of, certain present or former participating physicians in accordance
with policies and procedures previously established by the respective Boards of
Directors of Sellers.  For participating physicians with CRSF accounts of
$10,000 or less, Sellers shall distribute cash in settlement of such accounts
promptly after the Closing.  For participating physicians with CRSF balances in
excess of $10,000, Sellers shall notify such physicians promptly after the date
hereof, offering them the option of receiving a cash distribution in settlement
of their CRSF account or leaving their CRSF





                                       12
<PAGE>   13
account in place to be transferred to and assumed by Buyer at Closing.  Sellers
shall retain sufficient CRSF Reserves to make the cash distributions described
above and shall make the cash distributions described above.  Sellers shall
also transfer to Buyer cash or Acceptable Financial Assets necessary for Buyer
to pay and administer those CRSF accounts to be transferred to and assumed by
Buyer at Closing.  Buyer shall administer the CRSF accounts transferred to it
at Closing in accordance with Sellers' past practice and the terms of the CRSF,
insofar as they are applicable with such amendments to such terms as are
consented to by the parties hereto.

         2.10    SELLER'S RETAINED LIABILITIES.  Sellers shall assume, bear and
seasonably satisfy all of the Excluded Liabilities.  It is agreed that Buyer
assumes none of the Excluded Liabilities whether known or unknown nor however
arising.  Moreover and without intending any limitation, Buyer shall not assume
any liabilities for (i) office building, rental properties and like investments
held by the Contingency Reserves and Stabilization Funds none of which assets
shall be transferred to Buyer; (ii) the federal or state tax-exempt status of
Sellers prior to Closing; or (iii) the non-qualified supplemental executive
retirement plan (SERP) established in 1990 and subsequently terminated or any
other Employee Benefit Plan of Seller terminated or frozen pursuant to Section
2.03.

         2.11    ASSUMPTION OF LIABILITIES.  At and as of the Closing, Buyer
shall assume the liabilities and obligations of Sellers for the following
liabilities (the "Assumed Liabilities"):

                 (a)      Sellers' liabilities as set forth in the Proposed
                 Final Balance Sheet, subject to the modifications in the Final
                 Balance Sheet;

                 (b)      The stated obligations for the period after Closing
                 under the headquarters lease described in Section 2.04 above,
                 but not any counterclaims or claims of breach;

                 (c)      The obligations for the period after closing under
                 all contracts assigned to Buyer pursuant to Section 2.05
                 above, but not any counterclaims or claims of breach;

                 (d)      Sellers' obligations under the Insurance Contracts
                 only to the extent provided in the Assumption Reinsurance
                 Agreements as contemplated in Sections 2.01 and 2.06 above and
                 specifically excluding Extra-Contractual Liabilities;

provided, moreover, that Buyer shall not assume or have responsibility for any
of the Excluded Liabilities or any other liabilities described in Section 2.10
above.  All liabilities (other than Excluded Liabilities) arising from Buyer's
acts or omissions in the





                                       13
<PAGE>   14
operation of the Transferred Business after the Closing shall be the
responsibility of the Buyer.

         2.12    WASHINGTON CONTRACTS.  A portion of the HCSC and HMO contracts
within the Transferred Business are written in and governed by the State of
Washington (the "Washington Contracts").  If all regulatory approvals from the
State of Washington necessary to transfer the Washington Contracts to Buyer are
not received by the Closing Date, then Sellers agree to retain the Washington
Contracts pending receipt of such Washington approvals and to maintain
sufficient capital (if any) to continue writing the Washington Contracts.
Buyer shall cause its HCSC Subsidiary to indemnity reinsure the Washington
Contracts at Closing (under an Indemnity Reinsurance Agreement in standard form
reasonably acceptable to the parties) such that 100% of the economic risk of
gain or loss on the Washington Contracts is borne by Buyer's HCSC Subsidiary.
Once regulatory approvals are obtained, the Washington Contracts shall be
conveyed to Buyer's HCSC Subsidiary, and Buyer's HCSC Subsidiary shall assume
such contracts, on the terms of the Washington Assumption Reinsurance Agreement
in form substantially identical to the agreements in Exhibit 2.01-2 save for
changes prescribed by the Washington Insurance Department.  If any element of
the foregoing is legally impermissible, the parties shall adopt the most
similar and legally permissible course of action which preserves the relative
rights and benefits of the parties described above.

         2.13    RETIREE MEDICAL COVERAGE. Sellers represent that they have
effectively terminated their retiree medical plan prior to the date of this
Agreement and agree to hold Buyer harmless from any claims related to such
terminated plan.  Sellers nonetheless recognize that eight former employees
retain permanent coverage under the former plan and Sellers (through the
Foundation) shall assume all costs and expenses under such plan with respect to
such eight employees and hold Buyer harmless against all claims with respect to
such employees.

3.       PURCHASE PRICE; METHOD OF PAYMENT; ALLOCATION.

         3.01     PURCHASE PRICE.  In consideration of the transfer of the
Assets to Buyer and Sellers' Non-Competition Covenant referred to in Section 11
and subject to Section 10.18, Buyer shall pay to Sellers at Closing an amount
equal to the base purchase price of Eighty Million Dollars ($80,000,000) (the
"Base Purchase Price) as adjusted in accordance with the provisions of Section
4.  The purchase price after the net worth adjustment in Sections 4.01 or 4.02,
is defined as the "Adjusted Purchase Price".

         3.02    METHOD OF PAYMENT.  Buyer shall make payment at Closing of the
net amount due Sellers after any adjustments, credits and pro-rations by wire
transfer to Sellers' bank.  Notwithstanding the above, Buyer may elect to
retain a portion of the Adjusted Purchase Price to offset Sellers' obligation
to deliver the Acceptable Financial





                                       14
<PAGE>   15
Assets at book value and such cash retained by Buyer shall be deemed to be part
of the Acceptable Financial Assets delivered by Sellers to Buyer.

         3.03    ALLOCATION OF PURCHASE PRICE.  The final purchase price for
the Assets shall be allocated by Buyer in its sole discretion; Sellers shall
cooperate with Buyer in the filing of all forms and reports necessary to effect
such allocation.

4.       PURCHASE PRICE REDUCTIONS AND POST-CLOSING ADJUSTMENTS; PRO-RATIONS.

         4.01    CLOSING NET WORTH PURCHASE PRICE ADJUSTMENT.  It is expected
that at Closing, Sellers will transfer all or a substantial portion of the
proceeds to a charitable corporation for the benefit of the community under
arrangements acceptable to Buyer and regulatory authorities.  To the extent the
Adjusted Net Worth (defined below) as reflected on the Estimated Balance Sheet
for the Assets and liabilities to be transferred to Buyer as delivered at
Closing is less than $41.194 million the Base Purchase Price shall be reduced
by an amount equal to the difference between such Adjusted Net Worth and
$41.194 million.  If such Adjusted Net Worth as reflected on such Estimated
Balance Sheet delivered at Closing is greater than $41.194 million, such excess
shall be added to the Base Purchase Price.  "Adjusted Net Worth" is defined as
the Assets (excluding Non-Transferred Assets as defined in Section 4.06, the
asset value of any asset having an individual cost of less than $1000, all
other assets retained by Sellers and intangible assets such as software
development) shown on the applicable Closing Balance Sheet minus the sum of the
liabilities assumed by Buyer under this Agreement (including capitalized lease
obligations) and liability for CRSF accounts assumed by Buyer pursuant to
Section 2.09, but in each case only to the limited extent reflected on the
Estimated or Final Balance Sheet.

         4.02    FINAL BALANCE SHEET ADJUSTMENT.  Buyer shall, prior to
February 28, 1997, deliver to Sellers a proposed consolidated final balance
sheet for the Transferred Business as of the Closing Date ("Proposed Final
Balance Sheet") which presents fairly the financial condition of the
Transferred Business as of the Closing Date in accordance with GAAP and
actuarial reserving practices consistently applied (and applying the
Supplemental Accounting Principles), together with a review letter from
Deloitte & Touche, LLP, prepared in accordance with generally accepted
standards for such a letter. In preparing such Final Balance Sheet, actual
health care claims paid through December 31, 1996 together with the full
actuarially determined amount for future expected claims for services properly
accruable as of the Closing Date shall be used to calculate the appropriate
IBNR Reserve on the Final Balance Sheet.  Sellers' independent accountants,
KPMG Marwick, LLP, shall be given a reasonable opportunity to review the
Proposed Final Balance Sheet in draft form before it is finalized (including
all work papers of Buyer's financial department, Deloitte & Touche, LLP and
related actuarial assumptions and calculations). In reviewing such Proposed
Final Balance Sheet Sellers shall have the





                                       15
<PAGE>   16
opportunity to obtain new and updated computer reports from Buyer's MIS
Department or Finance Department.  In the event Sellers and Sellers'
independent accountants dispute the Proposed Final Balance Sheet, they shall
notify Buyer and Deloitte & Touche, LLP within two weeks of the receipt of all
such papers and shall attempt to resolve such dispute.  If the parties are
unable to resolve the dispute within fifteen (15) business days after Sellers'
receipt of all papers from Deloitte & Touche, LLP, the firm of Arthur Andersen,
LLP (using firm personnel not located in Oregon, New Hampshire or Washington)
shall act as arbitrator of such dispute and such firm shall resolve the dispute
within fifteen (15) business days after such dispute is heard by such
arbitrator.  The decision of such arbitrator shall be final and binding on
Sellers and Buyer.  Sellers and Buyer shall share equally the fees and expenses
of such arbitrator.  The resulting balance sheet as determined by such
arbitrator shall be binding on both parties and shall be the "Final Balance
Sheet."  To the extent that the Final Balance Sheet reflects Adjusted Net Worth
of the Transferred Business as of the Closing Date of less than that shown on
the Estimated Balance Sheet, Sellers shall pay to Buyer the difference
(adjusted for any prior adjustment to the purchase price received by Buyer or
Sellers pursuant to Section 4.01 above).  If the Adjusted Net Worth of the
Transferred Business as of the Closing Date as reflected on the Final Balance
Sheet is greater than that shown on the Estimated Balance Sheet, such
difference will be paid by Buyer to Sellers (adjusted for any prior adjustment
to the purchase price received by Buyer or Sellers pursuant to Section 4.01
above).

         4.03    POST-CLOSING PRICE PROTECTION.  To the extent that within the
nine (9) month period after the Closing Sellers' employer customers terminate
their coverages with the Buyer (other than at normal renewal dates, and
terminations of some Buyer plans while continuing in others) (hereinafter
"Terminating Employers"), then Buyer shall receive a post-closing credit to the
Purchase Price (to be paid by Sellers on settlement of the Final Balance Sheet)
in an amount equal to $400 for each covered member in a Terminating Employer's
group; provided that no credit shall be given for the first 5,000 members in
the aggregate within all Terminating Employer groups.

         4.04    PAYMENTS; INTEREST.  Any post-closing payments pursuant to
Section 4.02 shall be paid by wire transfer of immediately available funds
within five (5) days of determination of any amount due Buyer or Sellers
together with interest thereon from the Closing Date at the Prime Rate as
defined in Section 13.05.

         4.05    CLOSING PRO-RATIONS.  The following items shall be adjusted at
Closing:

                 (a)  To the extent that such amounts have not been reflected
         as liabilities on the Estimated Balance Sheet, Sellers shall pay to
         Buyer at Closing those amounts representing unearned prepaid premiums
         on all health care benefits under Insurance Contracts provided by
         Sellers.





                                       16
<PAGE>   17

                 (b)  Final payroll for all Transferred Employees shall be
         pro-rated between Sellers and Buyer based upon the working days
         attributable to each to Closing.  Based upon Sellers' vacation policy
         now in effect, an appropriate accrual shall be made for all vacation
         leave earned through Closing and Sellers shall pay such amount to
         Buyer at Closing and Buyer shall assume Sellers' obligations for such
         vacation.  Sellers shall have adopted a policy granting employees a
         right to a certain portion of sick leave accumulated through the
         Closing Date; may pay cash to employees for part of such sick leave;
         and shall accrue the remaining value of such sick leave on the
         Estimated and Final Balance Sheets; and shall set aside such amount
         from the proceeds of Closing in a Sick Leave Reserve Account
         administered by the Foundation.  Employees of Seller who become
         employees of Buyer will be entitled to sick leave under Buyer's leave
         policy as new hires with credit for prior service, plus such credit
         with respect to each employee as has been accrued by Sellers prior to
         Closing.  As such employees use sick leave, Buyer shall be paid from
         the Sick Leave Reserve Account the value of such sick leave, up to the
         limit of the total amount in the Sick Leave Reserve Account.

                 (c)  Standard Oregon real estate pro-rations of taxes, rent,
         escalation and other items related to Seller's real estate and office
         space shall be pro-rated at Closing.

         4.06    EXCLUSION OF NON-TRANSFERRED ASSETS.  As provided in Section
2.10, Sellers and Buyer agree that all assets held for the CRSF Reserves (and
any operational responsibilities or liabilities relating thereto), except for
certain cash and Acceptable Financial Assets to be transferred to Buyer
pursuant to Section 2.09 (the "Non-Transferred Assets") will be retained by
Sellers.  The Adjusted Purchase Price shall in all cases be determined by
excluding the book value of the Non-Transferred Assets from the Estimated and
Final Balance Sheets.

5.       SELLERS' OR BUYER'S DELIVERIES; FURTHER ASSURANCES.

         5.01    SELLERS' DELIVERIES.  At Closing, Sellers shall deliver to
Buyer:

                 (a)  a bill of sale in the form of Exhibit 5.01(a) attached
                 hereto;

                 (b)  certified copies of all corporate action evidencing
                 Sellers' authorization of this Agreement and the transactions
                 contemplated hereunder;

                 (c)  copies of the Articles of Incorporation, and any
                 amendments thereto, of Sellers certified by the Secretary of
                 State of Oregon, and the Bylaws (with any amendments thereto)
                 of Sellers, certified by the Secretary of Sellers;





                                       17
<PAGE>   18

                 (d)  a certificate dated as of Closing and executed on behalf
                 of Sellers by a duly authorized officer of each stating that:
                 (i) all of the representations and warranties made by Sellers
                 in this Agreement and in any Schedule hereto (as the same have
                 been amended) are true and correct on and as of Closing with
                 the same effect as though such representations and warranties
                 had been made as of such Closing, except with respect to the
                 transactions and matters required or contemplated by this
                 Agreement; and, (ii) Sellers have performed and complied with
                 all of their obligations under this Agreement which are to be
                 performed or complied with prior to or on Closing;

                 (e)  such other instrument or instruments of transfer, in such
                 form as shall be necessary or appropriate to vest in Buyer
                 marketable title to the assets conveyed hereunder;

                 (f)  certificates issued by appropriate governmental
                 authorities evidencing:  (i) the corporate existence of
                 Sellers as nonprofit corporations in the State of Oregon; and
                 (ii) the appropriate licensure and good standing of Sellers
                 with Oregon's and Washington's Insurance Departments as of a
                 date not more than ten (10) days prior to Closing;

                 (g)  the Assumption Reinsurance Agreements between each of
                 Sellers and Buyer in the form of Exhibits 2.01-1 and 2.01-2;

                 (h)  an opinion from Messrs. Lane Powell Spears Lubersky,
                 counsel to Sellers, in the form of Exhibit 10.05;

                 (i)   evidence of all of Sellers' approvals referred to in
                 Schedule 6.17 and Section 6.18;

                 (j)  the Non-Competition Agreements referred to in and
                 required by Section 11, in the form of Exhibit 11;

                 (k) the assignments of contracts referred to in Section 2.05;

                 (l)  transfers and assignments of all of Sellers' owned and
                 leased computer software including, without limitation, the
                 software listed on Schedule 6.10;

                 (m)  the Comfort Letter in the form of Exhibit 10.10;

                 (n) the Estimated Balance Sheet and Historical Financials as
                 required by Section 2.07;





                                       18
<PAGE>   19

                 (o) assignments of the lease to Sellers' offices with
                 appropriate estoppel certificates of the lessors of such
                 property and assignments of all computer leases and other
                 material operating leases; and

                 (p) documents implementing the security interest in the "A
                 Account" described in Schedule 10.18.

         5.02    BUYER'S DELIVERIES.  At Closing, Buyer shall deliver to
Sellers:

                 (a) wire transfer funds in the amount of the Adjusted Purchase
                 Price due in accordance with Sections 3 and 4 hereof;

                 (b)  a certificate dated as of Closing and executed on behalf
                 of Buyer by a duly authorized officer, stating that: (i) all
                 of the representations and warranties made by Buyer in this
                 Agreement are true and correct on and as of Closing with the
                 same effect as though such representations and warranties had
                 been made and given on Closing; and, (ii) Buyer has performed
                 and complied with all of its obligations under this Agreement
                 which are to be performed or complied with prior to or on
                 Closing;

                 (c)  the Assumption and Reinsurance Agreements in the form of
                 Exhibits 2.01-1 and 2.01-2;

                 (d)  an opinion from Sheehan Phinney Bass + Green,
                 Professional Association in the form of Exhibit 9.03;

                 (e)  certificates issued by appropriate government authorities
                 evidencing: (i) the corporate existence and good standing of
                 Buyer as a foreign corporation qualified to transact business
                 in Oregon as of a date not more than ten (10) days prior to
                 Closing and (ii) the corporate existence of Buyer's HCSC
                 subsidiary as a corporation in Oregon as of a date not more
                 than ten (10) days prior to Closing (iii) the appropriate
                 licensure as an HCSC and a health maintenance organization
                 ("HMO")  of Buyer's HCSC subsidiary in Oregon and Washington;

                 (f)  evidence of all of Buyer's approvals referred to in
                 Section 7.03 and Schedule 7.03.

         5.03    FURTHER ASSURANCES.  Following Closing, at the request of the
other party, Buyer or Sellers shall deliver such further documents and take
such reasonable action (not including litigation) as may be necessary or
appropriate:  (i) to confirm the sale, transfer, assignment, conveyance, and
delivery of the Transferred Business and Assets purchased by Buyer pursuant to
this Agreement; (ii) to vest in Buyer marketable right, title, and





                                       19
<PAGE>   20
interest in and to the Transferred Business and the Assets; and (iii) to fully
and completely consummate the transactions as set forth herein.

6.       REPRESENTATIONS AND WARRANTIES OF SELLERS.

         Sellers jointly and severally represent and warrant to Buyer as
follows:

         6.01    CORPORATE ORGANIZATION; ETC. Sellers are nonprofit
corporations duly organized, validly existing and in good standing under the
laws of the State of Oregon and have all requisite corporate power and
authority to carry on their businesses as they are now being conducted and to
own, operate and lease their properties.

         6.02    CAPITALIZATION.  Each Seller is a non-stock, nonprofit
corporation.  There are no shares of capital stock of each Seller outstanding
and there are no outstanding options, warrants or other rights to purchase or
acquire any capital stock.

         6.03    SUBSIDIARIES.  Except as set forth on Schedule 6.03, Sellers
have no subsidiaries.

         6.04    FINANCIAL STATEMENTS.  The audited consolidated balance sheets
of Sellers as of December 31, 1994 and 1995 and the audited consolidated
statements of operations, changes in reserves and cash flows of Sellers for the
years ended December 31, 1993, 1994 and 1995 each have been or will be (in the
case of the 1995 financials) prepared in accordance with GAAP applied on a
consistent basis and do or will fairly present the financial position of
Sellers as of said dates and the results of its operations and cash flows for
the periods then ended.  The Estimated Balance Sheet, when delivered, will have
been prepared in accordance with GAAP applied on a consistent basis using the
Supplemental Accounting Principles and will fairly present the financial
position of Sellers as of the dates reflected thereon and the results of
Sellers' operations and cash flows for the periods then ended.  Except as shown
on Schedule 6.04, there are no pre-paid expense items or other assets of any
character carried on the books of Sellers as of December 31, 1994 or 1995 or on
the Estimated Balance Sheet which will have to be written off (in whole or in
part) within the four year period following Closing.

         6.05    ABSENCE OF UNDISCLOSED LIABILITIES.  Except to the extent
specifically reflected, reserved against or disclosed in the Estimated Balance
Sheet or shown on a Schedule hereto, (but excluding claims fully and adequately
covered by insurance), each Seller does not as of the date of such Estimated
Balance Sheet or schedule  (and will not as of Closing) have any indebtedness,
liabilities, or obligations of any nature, whether accrued, absolute, or
contingent, and whether due or to become due, including, but not limited to,
unearned premiums, prepaid commissions, disputed or contingent liabilities, or
taxes ("Liabilities").  Except as set forth in Schedule 6.05 hereto, there are
no Liabilities of any nature in any amount not fully reflected or reserved
against in the Estimated





                                       20
<PAGE>   21
Balance Sheet.  Except as set forth in Schedule 6.05 hereto, each Seller has
not guaranteed or assumed any debt or obligation of any other person,
partnership, corporation, or other entity.

         6.06    ABSENCE OF CERTAIN CHANGES.  Except as set forth in Schedule
6.06 hereto, since December 31, 1994, there has not been (i) any Material
Adverse Effect on either Seller or (ii) any damage, destruction, or loss to any
of the properties or assets of each Seller, whether or not covered by
insurance, resulting in an aggregate loss of $100,000 or more, or (iii) any
labor trouble (including, without intending any limitation, any negotiation, or
request for negotiation, for any representation or any labor contract)
affecting each Seller.

         6.07    CORPORATE RECORD BOOKS, ETC.   Each Seller's minute books, all
of which have been shown to Buyer, are in good order and with all necessary
signatures, set forth all meetings and actions taken by the respective members
and directors of each Seller and properly record all corporate action which
should be reflected therein.  Complete and correct copies of the Articles of
Incorporation of Sellers and the Bylaws of each Seller, as amended to the date
hereof (certified by its Secretary), have been delivered to Buyer by Sellers.

         6.08    TITLE TO ASSETS; LIENS.  A true, correct and complete list and
description of all machinery, equipment, vehicles and personal property owned
by each Seller are set forth in Schedule 6.08 separately delivered to Buyer and
signed by representatives of all parties.  Each Seller owns no real property.
Except as set forth in Schedule 6.08, each Seller has good and marketable title
to all its owned or leased properties and assets, tangible, and intangible,
including all assets reflected in the December 31, 1994 financial statements,
(except as disposed of after December 31, 1994, in the ordinary course of
business) and in the Estimated Balance Sheet, free and clear of any mortgage,
pledge, lien, security interest, lease, charge, easement, encumbrance,
conditional sale, or other title retention agreement.  Except as set forth and
identified in Schedule 6.08, all of the Assets, tangible and intangible,
necessary for the conduct of the Transferred Business as now conducted are
owned or leased by each Seller, and except as set forth in Schedule 6.08,
Sellers' rights, title and interest to all property or assets owned or leased
by Sellers will in no way be affected by this Agreement or the transactions
contemplated herein.  Except as set forth in Schedule 6.08, there are no
outstanding commitments of Sellers relative to the purchase, sale, mortgage, or
lease of any real property.

         6.09    LEASES OF REAL AND PERSONAL PROPERTY.  A true, correct, and
complete list and brief description of all leases of real property, and leases
of any personal property, to which each Seller is a party, either as lessor or
lessee, are set forth in Schedule 6.09 hereto.  All such leases are valid and
effective in accordance with their respective terms.  Except as set forth in
Schedule 6.09, the continuation, validity, and effectiveness of each such lease
will in no way be affected by this Agreement or the transactions contemplated





                                       21
<PAGE>   22
herein.  Sellers have furnished to Buyer complete and correct copies of each
such lease to which each Seller is a party.  Except as set forth in Schedule
6.09, each Seller's interest in such leases as either lessor or lessee is
subject to no mortgage, pledge, lien, security interest, lease, charge,
easement, encumbrance, conditional sale, or other agreement. Except as set
forth in Schedule 6.09, to each of Seller's knowledge there are no existing,
claimed, purported, or alleged defaults or events of default or state of facts
which with notice or lapse of time, or both, would constitute defaults
thereunder.  Except as set forth in Schedule 6.09, each Seller has not received
notice and it is not otherwise aware of any claimed or purported or alleged
default or state of facts which with notice or lapse of time, or both, would
constitute a default on the part of any party in the performance of any
material obligation to be performed or paid by any party with respect to any
such lease.  Except as set forth in Schedule 6.09, at Closing, Sellers shall
have the legal right (without further consent or other approval of any other
party) to possession and quiet enjoyment of such premises and properties under
such leases.

         6.10    COMPUTER SYSTEMS.  Except as set forth in Schedule 6.10,
Sellers' computer systems are presently serving Sellers adequately with no
unusual equipment failure or lack of response time; to each Sellers' knowledge
no equipment or programming upgrades are required to efficiently operate such
systems through 1996.  Schedule 6.10 hereto sets forth a true and complete
listing of all computer hardware and computer software programs used in the
conduct of the Transferred Business which were licensed primarily for such use
and which will be transferred to Buyer hereunder, except for commercially
available programs that may be licensed for a fee of less than $1,000.
Schedule 6.10 hereto sets forth whether each such computer software program is
(i) licensed by Sellers from a third party or (ii) licensed by a third party
and assigned by such third party to Sellers in accordance with the terms of
such licenses (collectively referred to herein as the "Licensed Software").
With respect to Licensed Software (i) there are no infringement suits, actions
or proceedings pending or, to the knowledge of each Seller, threatened against
Sellers, with respect to the software and (ii) each Seller has the full right,
power and authority to assign the Licensed Software to Buyer as contemplated in
this Agreement, subject to the prohibitions against assignment set forth in the
agreements evidencing the license and sublicense of the Licensed Software to
Sellers.  Schedule 6.10 also includes all of the computer software programs
owned by Sellers that are used to support the Transferred Business (the "Owned
Software").  The computer hardware and computer software described on Schedule
6.10 (together with those commercially available items that would have been
required to have been described on such schedule but for the established
materiality threshold), include all of the computer hardware and computer
software used by Sellers to conduct the Transferred Business in the manner it
is presently conducted.

         6.11    INSURANCE.  A true, correct and complete list and brief
description (including annual premiums, insurer, agent, coverage, expiration
date) of each Seller's insurance policies (including reinsurance and stop-loss
arrangements) in effect during the





                                       22
<PAGE>   23
period subsequent to December 31, 1993 are set forth in Schedule 6.11 hereto.
Except as set forth in Schedule 6.11 to each Sellers' knowledge, there is no
default or claimed,  purported or alleged material default or state of facts
which with notice or lapse of time, or both, would constitute a default on the
part of any party in the performance of any obligation to be performed or paid
by any party under any policy referred to in or submitted as a part of Schedule
6.11 and each Seller has not received or given notice of any default or
claimed, purported or alleged default or state of facts which with notice or
lapse of time, or both, would constitute a default on the part of any party in
the performance or payment of any obligation to be performed or paid by any
party under any policy referred to in or submitted as a part of Schedule 6.11.

         6.12    TRADEMARKS, COPYRIGHTS, ETC.  Except as shown on Schedule
6.12, each Seller does not own or employ in its business any trademarks,
copyrights or similar rights.

         6.13    LICENSES, FRANCHISES AND PERMITS.  A true, correct and
complete list and brief description of (i) the licenses, and other regulatory
authorizations necessary for the conduct of the Transferred Business as
presently being conducted and necessary for the conduct of the duties of its
employees on behalf of Sellers (including without limitation, agent's and
broker's licenses of its sales agents and employees) (collectively the
"Licenses") and (ii) all conditions, limitations and restrictions (oral or
written) imposed by any regulatory authority on the Transferred Business are
set forth in Schedule 6.13 hereto.  Except as set forth in Schedule 6.13, each
Seller has all Licenses necessary for the conduct of its business as now
conducted.  All such Licenses are valid and in full force and effect.  Except
as set forth in Schedule 6.13, there are no agreements with or orders by any
regulatory authorities prohibiting or restricting the conduct of the Sellers'
Transferred Business.  To the best of Seller's knowledge, each Seller and its
employees have not breached any provision of, are not in default of  the terms
of, and have not engaged in any activity which would cause revocation or
suspension of, any such Licenses and no action or proceeding looking to or
contemplating the revocation or suspension of any thereof is pending or, to the
best of Sellers' knowledge, threatened.  To the best of Sellers' knowledge, no
such Licenses issued by any governmental authority to each Seller or to any of
its present employees who presently holds such a license and uses it in the
Transferred Business has ever been revoked, suspended or rescinded.

         6.14    EMPLOYEE RELATIONS.  Separately delivered (and signed by the
parties) as Schedule 6.14 is a true, correct and complete payroll roster of all
employees of each Seller as of January 1, 1996, showing the rate of pay for
each such person entitled to receive compensation from each Seller, and the
gross payments made to each such person for the periods set forth above.  No
increases in such salaries have been given since June 30, 1995, except for
increases in the ordinary course of business and from Seller's current
compensation review program (such increases not to have a total annual effect
exceeding $350,000 exclusive of salaries for new positions).  Each Seller is
not a party to any contract with any of its employees, agents, consultants,
officers, salespeople, sales





                                       23
<PAGE>   24
representatives, distributors, or dealers that is not cancelable by such Seller
without penalty or premium on not more than thirty (30) days notice, except as
set forth in Schedule 6.14 or attached thereto. Except as set forth in Schedule
6.14, each Seller has not promulgated any policy or entered into any agreements
relating to the payment of severance pay to employees whose employment is
terminated or suspended, voluntarily or otherwise, and each Seller has not
promulgated any profit sharing, retirement, workers' compensation, disability,
stock purchase, bonus, deferred compensation, health care, life insurance, or
other similar plans, agreements, policies or arrangements providing benefits
for its employees.  Each Seller is not a party to any collective bargaining
agreement covering or relating to any of its employees and has not recognized,
has not been required to recognize, and has not received a demand for
recognition by any collective bargaining representative, except as set forth on
Schedule 6.14.  Each Seller has or will have accrued (in accordance with GAAP,
consistently applied) in the Historical Financials and the Estimated and Final
Balance Sheets all liability for all employee bonus, vacation, sick time,
compensatory time, deferred compensation, disability, health care, profit
sharing, retirement, or any other similar benefit for its employees which would
be payable to such employees upon their termination from employment.  Each
Seller has to its knowledge, complied with all applicable domestic laws, rules,
or regulations relating to employment, including those relating to wages,
hours, collective bargaining and the withholding and payment of taxes and
contributions.  Each Seller has withheld all amounts required by law or
agreement to be withheld from the wages or salaries of its employees and there
are no arrearages of wages or any tax or penalty for failure to comply with the
foregoing owed by it with respect to employees.  Except as set forth on
Schedule 6.14, there are no controversies pending or to each Seller's
knowledge, threatened between each Seller and any of its employees, any labor
unions or other collective bargaining agents representing or purporting to
represent its employees.  Except as set forth on Schedule 6.14, none of the
senior management of each Seller has resigned or to each Seller's knowledge
threatened to resign since January 1, 1995.

         6.15    LITIGATION, COMPLIANCE WITH LAWS.  Except to the extent set
forth in Schedule 6.15 hereto (which Schedule contains a true, correct and
complete list and description), there is no suit, action, litigation,
administrative action, arbitration, or other proceeding pending or to Sellers'
knowledge threatened in writing involving each Seller (either individually or
as a member of a group) involving more than $10,000 individually or $100,000 in
the aggregate.  Each Seller is in material compliance with, and is not in
default in any material respect under, any federal, state or local laws,
regulations, ordinances, requirements, or orders applicable to its business,
operations, or properties.  Each Seller has not received notice and it has no
knowledge of any claimed violation or default with respect to any of the
foregoing.  Except as set forth on Schedule 6.15, there is no investigation or
review pending or to each of Seller's knowledge threatened by any governmental
entity with respect to each Seller relating to the Transferred Business, nor
has any governmental entity indicated to Sellers an intention to conduct the
same.  Except as set forth on Schedule 6.15, there are no filed grievances,
disputes, or litigation pending





                                       24
<PAGE>   25
(or threatened in writing) against each Seller involving claims from accounts,
clients, covered persons, or members of each Seller relating to coverage of
health claims or any claim for punitive, exemplary or other extra-contractual
damages which could result in any liability in excess of $25,000.

         6.16    CAPACITY; AUTHORIZATION AND EFFECT.   Each Seller has all
requisite corporate power and authority to enter into this Agreement and the
agreements referred to herein (for the purpose of this Section 6.16
collectively referred to as the "Agreements"), and to perform all of its
obligations hereunder.  The Board of Directors of each Seller has duly
authorized the execution and delivery of the Agreements and the consummation
and performance by each Seller of its obligations thereunder and no other
corporate proceedings other than as shown on Schedule 6.16 on the part of each
Seller are necessary to authorize the Agreements and the performance by each
Seller of its obligations thereunder. The Agreements, when executed and
delivered by Sellers will be legal, valid and binding agreements of each
Seller, enforceable against each Seller in accordance with their terms, except
that:  (i) the enforceability thereof may be subject to bankruptcy, insolvency,
fraudulent conveyance, equity of redemption, reorganization, moratorium or
other similar laws now or hereafter in effect relating to creditors' rights
generally; and (ii) the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceedings therefor may be brought.

         6.17    COMPLIANCE WITH OTHER INSTRUMENTS, ETC.  Subject to obtaining
the consents listed in Schedules 6.09, 6.16 and 6.17 hereto, neither the
execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby, will: (i) conflict with or result in any
violation of or constitute a default under any term of the Articles of
Incorporation or Bylaws of each Seller (each as amended), or any material
agreement, loan or credit agreement, mortgage, indenture, franchise, license,
permit, authorization, lease, or other instrument, writ, injunction,
determination, award, judgment, decree, order, law, rule, or regulation by
which each Seller is bound; (ii) result in the creation or imposition of any
material lien, security interest, charge, encumbrance, restriction, or claim of
any nature upon, or give to others any material interest or rights, including
rights of termination or cancellation, in or with respect to, any of the
properties, assets,  businesses, or prospects of each Seller sold herein or
(iii) violate or conflict with any other material restriction to which each
Seller is subject.

         6.18    CONSENTS AND APPROVALS OF GOVERNMENTAL AUTHORITIES.  Except
for:  (i) the filing of appropriate documents to effect the transactions
contemplated herein as required by the laws of the State of Oregon, (ii) the
approval of the Oregon and Washington Insurance Departments, (iii) the approval
of the Attorney General of Oregon and (iv) the filing of a Pre-Merger
Notification pursuant to the Hart-Scott-Rodino Anti-Trust Improvements Act of
1976 ("Hart-Scott"), and the consents and approvals listed in Schedule 6.18, no
consent, approval or authorization of, or declaration, filing or





                                       25
<PAGE>   26
registration with, any governmental or regulatory authority is required to be
obtained or made by each Seller in connection with the execution, delivery and
performance of this Agreement and the transactions contemplated herein by
Sellers.

         6.19    ADVERSE RESTRICTIONS, ETC.  Except as set forth in Schedule
6.19 and except for restrictions in its Articles of Incorporation, as amended,
each Seller is not subject to any charter or other corporate agreement or any
foreign or domestic judgment, order, writ, injunction, or decree which results
in a Material Adverse Effect to each Seller.

         6.20    AGREEMENTS, ETC.  Except for agreements cancelable on not more
than 90 days' notice without penalty or involving total payments under each
agreement of less than $10,000, set forth in Schedule 6.20 is a true, correct
and complete list and brief description as to the following:  (i) all bonus,
incentive compensation, profit-sharing, retirement, pension, group insurance,
death benefit, severance or other fringe benefit plans, deferred compensation
and post-termination obligations and trust agreements relating to each Seller,
in effect or under which any amounts remain unpaid on the date hereof or are to
become effective after the date hereof; (ii) all collective bargaining
agreements of each Seller with any labor union or other representative of
employees, including local agreements, amendments, supplements, letters, and
memoranda of understanding of all kinds and all employment and consulting
contracts; (iii) any agreements, contracts, arrangements, commitments, or
obligations, oral or written, limiting each Seller's freedom to compete in any
line of business or with any person, or in any way providing for a joint
venture, partnership or other joint enterprise; (iv) all contracts with
participating employers, trusts or other groups which have employees covered or
benefits administered by each Seller; (v) all agreements, contracts,
arrangements, commitments, or obligations, oral or written with all physicians,
hospitals and other health care providers rendering services to each Seller;
and (vi) all other agreements, contracts, arrangements, commitments, or
obligations, oral or written, relating to each Seller, its business,
operations, prospects, properties, assets, or condition (financial or
otherwise) in which each Seller or any officer or director of each Seller, has
any interest, direct or indirect, including a description of any transactions
between each Seller and any entities in which such officers or directors have
any interest; and (vii) all agreements, contracts, arrangements, commitments,
or obligations, oral or written, of each Seller (not otherwise required to be
listed here) which could have a Material Adverse Effect on the Transferred
Business.  Except as set forth in Schedule 6.20, the continuation, validity and
effectiveness of the contracts, plans, or other instruments set forth in
Schedule 6.20 will in no way be affected by this Agreement or by the
transactions described herein.  Except as set forth in Schedule 6.20, for any
payment defaults by insured subscribers or employers, and for other payment
defaults not exceeding $10,000 in the aggregate:  (i) to each Seller's
knowledge, there is no default or state of facts which with notice or lapse of
time, or both, would constitute a default on the part of each Seller (or to
each Seller's knowledge on the part of any party other than each Seller) in the





                                       26
<PAGE>   27
performance of any obligation to be performed or paid by any party under any
contracts, plans, or other instruments or arrangements referred to in or
submitted as a part of Schedule 6.20; (ii) each Seller has not received or
given notice of any material default or claimed or purported or alleged
material default or state of facts which with notice or lapse of time, or both,
would constitute a material default on the part of any party in the performance
or payment of any obligation to be performed or paid by any party under any
contracts, plans, or other instruments or arrangements referred to in or
submitted as a part of Schedule 6.20; (iii) no contracts, agreements,
arrangements, or obligations required to be disclosed as part of Schedule 6.20
between each Seller and any director, officer or Affiliate of each Seller are
on terms other than at arms-length and at usual and customary rates.

         6.21    POWERS OF ATTORNEY.  Except as set forth on Schedule 6.21,
each Seller does not have any power of attorney (whether general or special)
outstanding with respect to any matter.

         6.22    PREPAID COMMISSIONS.  Except as set forth on Schedule 6.22,
there are no liabilities for prepaid commissions due sales agents or brokers in
connection with any products written by each Seller.

         6.23    BANK, MONEY MARKET AND BROKERAGE ACCOUNTS.  Set forth in
Schedule 6.23 hereto is a true, correct and complete list showing the name and
address of each banking institution, mutual fund or stock brokerage firm in
which each Seller has accounts or safe deposit boxes, the account numbers or
box numbers relating thereto, and the name of each person authorized to draw
thereon or to have access thereto.  There are no credit cards issued to each
Seller, any employees, officers or agents of each Seller, any employee of each
Seller or any other person or entity under which Sellers have any current or
potential future liability except as listed on Schedule 6.23.

         6.24    ERISA/BENEFITS.  Schedule 6.24 contains a true, correct and
complete list and brief description of "employee pension benefit plans" (as
defined in "ERISA"), "employee welfare benefit plans" (as defined in Section
3(1) of ERISA) and all other employee benefit plans maintained by each Seller
(all the foregoing being herein called "Employee Benefit Plans") maintained or
contributed to by each Seller.  Each Employee Benefit Plan has been
administered in all respects in accordance with its terms and is in compliance
in all respects with the currently applicable provisions of ERISA and the
Internal Revenue Code of 1986, as amended (the "Code").  All reports, returns
and similar documents with respect to the Employee Benefit Plans required to be
filed with any government agency or distributed to any Employee Benefit Plan
participant have been duly and timely filed or distributed.  To the knowledge
of each Seller, there are no investigations by any government agency, and no
termination proceedings or other claims, suits or proceedings against or
involving any Employee Benefit Plan or asserting any rights or claims to
benefits under any Employee Benefit Plan that could give rise to





                                       27
<PAGE>   28
any liability to each Seller or such Employee Benefit Plan.  Except as
disclosed on Schedule 6.24, all the Employee Benefit Plans that are intended to
be qualified under Section 401(a) of the Code have received determination
letters from the Internal Revenue Service to the effect that such Employee
Benefit Plans are qualified and the Plans and the trusts related thereto are
exempt from Federal income taxes, no such determination letter has been revoked
and revocation has not been threatened, and no such Employee Benefit Plan has
been amended since the date of its most recent determination letter or
application therefor in any respect that would adversely affect its
qualification or increase its cost.  Except as disclosed on Schedule 6.24, no
Employee Benefit Plans have been terminated and to each Seller's knowledge,
there have not been any "reportable events" (as defined in Section 4043 of
ERISA and the regulations there) with respect thereto and no Employee Benefit
Plan has an "accumulated funding deficiency" within the meaning of Section
412(a) of the Code or any unfunded liability of any kind, and no liability
under Title IV of "ERISA" has been incurred by the Sellers (or by any trade or
business, whether or not incorporated, that would be deemed a "single employer"
with a Seller within the meaning of Section 4001 of ERISA) that has not been
satisfied in full, and no condition exists that presents a material risk to the
Sellers or any such trade or business of incurring a liability under Title IV
of ERISA, other than liability for premiums due the Pension Benefit Guaranty
Corporation (which premiums have been paid when due).

         6.25    ACCOUNTS RECEIVABLE.  All of the net accounts receivable on
the books of each Seller are valid accounts arising in the ordinary course of
business and, to each Seller's knowledge, none is subject to any defense,
counterclaim or off-set of any kind.  Each Seller has no accounts receivable
from any director, officer or Affiliate of each Seller, except as set forth on
Schedule 6.25.

         6.26    DEBT OBLIGATIONS.  Set forth on Schedule 6.26 is a true,
complete and accurate list setting forth each instrument defining the terms on
which debts for borrowed funds (not including trade debt) of, or guarantees of
the debts of third parties by, each Seller have been issued, and the name of
the lender and the current amount outstanding on all such obligations,
including, without limitation, term loans, revolving credit agreements, notes,
or other financing vehicles, but excepting contracts with providers and
insurance policies.

         6.27    ENVIRONMENTAL MATTERS.   Each Seller has stored, handled and
disposed of all hazardous waste in compliance in all material respects with all
applicable federal, state and local laws, regulations and ordinances.  To each
Seller's knowledge, each Seller's leased real property, or any portion thereof,
is not in violation of any law regarding environmental matters, and no event
has occurred or is occurring which could give rise to any such action, order,
proceeding, violation.  Each Seller has obtained all material permits, licenses
and other authorizations which are required under federal, state and local laws
relating to pollution or protection of the environment, including laws relating
to emissions, discharges, releases or threatened releases of pollutants,





                                       28
<PAGE>   29
contaminants, or hazardous or toxic materials or wastes into ambient air,
surface water, ground water, or land, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport, or
handling of pollutants, contaminants or hazardous or toxic materials or wastes.
Each Seller is in material compliance with all terms and conditions of the
required permits,  licenses and authorizations,  and is also in material
compliance with all other limitations, restrictions, conditions, standards,
prohibitions, requirements, obligations, schedules and timetables contained in
those laws or contained in any regulation, code, plan, order, decree, judgment,
notice or demand letter issued, entered, promulgated or approved thereunder.

         6.28    TAXES.  Each Seller is a tax-exempt organization as defined in
Section 501(c)(4) of the Code and except as noted in Schedule 6.28: (i) each
Seller is in full compliance with all applicable federal and state laws,
regulations, rulings and orders pertaining to the operation of a tax-exempt
entity, such as Sellers, including without limitation, requirements as to
private benefit, inurement, self-dealing, conflicts of interest and other
applicable requirements; (ii) there have been properly completed and filed on a
timely basis and in correct form all tax returns, information returns or other
required information or filings required to be filed by each Seller on or prior
to the date hereof (the "Returns"); (iii) as of the time of filing, the
foregoing Returns correctly reflected all information regarding the income,
business, assets, operations, activities or status of each Seller or any other
information required to be shown thereon; (iv) with respect to all amounts in
respect of taxes imposed on  or for which each Seller is or could be liable,
whether to taxing authorities (as, for example,  law) or to other persons or
entities (as, for example,  tax allocation agreements), with respect to all
taxable periods or portions of periods ending on or before Closing, all
applicable tax laws and agreements have been fully complied with, and all such
amounts required to be paid by each Seller to taxing authorities or others on
or before the date hereof have been paid; (v) no notices of deficiency have
been issued by (or are currently pending before), and no proceedings are
currently pending before, any taxing authority in connection with any of the
Returns relating to each Seller; (vi) no waivers of statutes of limitation with
respect to the Returns have been given by or requested from each Seller.
Consummation of the transactions pursuant to this Agreement will in no way have
any affect on the Assets or the Buyer after Closing.

         6.29    BOOKS AND RECORDS.  Except as shown on Schedule 6.29, all of
the corporate, financial and business records of each Seller are located at
12901 SE 97th Avenue, Clackamas, Oregon.

         6.30    PENDING PROPOSALS.   Each Seller has made available to Buyer
for inspection a complete list and brief description of all material pending
proposals for new business or renewals of existing accounts.





                                       29
<PAGE>   30
         6.31    CERTAIN FEES AND EXPENSES.  Neither Sellers nor any of their
respective officers, directors or employees has incurred any claims for any
brokerage fees, commissions or finders' fees in connection with the
transactions contemplated hereby nor any other obligations for professional
services of any kind except to Shamrock Investments.

         6.32    MANAGEMENT LETTER(S).  Except as set forth on Schedule 6.32,
each Seller has received no management letters from KPMG Peat Marwick in
relation to its financial statements.  All of the matters noted in any such
management letters have been complied with or totally resolved.

         6.33    ARRANGEMENTS FOR STOP-LOSS INSURANCE.  Shown on Schedule 6.33
is a true, correct and complete list and brief description of all contracts,
agreements or arrangements, oral or in writing, in any way related to the
provision of so-called stop-loss health insurance or re-insurance maintained by
each Seller for itself or for the benefit of any self-funded employer accounts
for which it administers claims.  To the knowledge of each Seller, each Seller
has no liability under any such stop-loss or re-insurance arrangements, except
as to defined retentions.

         6.34    SUBSCRIBER CONTRACTS.  Each Seller has provided to Buyer
copies of its standard employer and other group agreements and the form numbers
for such contracts are listed on Schedule 6.34.  Except as shown on Schedule
6.34 (which Schedule contains a true, correct and complete list and brief
description), there are no agreements with employers or other groups on terms
materially different than as provided in such standard employer agreements.

         6.35    COVERED LIVES/SUBSCRIBERS.  As of September 30, 1995, Sellers
had a total of 109,575 Covered Lives of which PACC HMO had 33,217 HMO members
and 25,358 other Covered Lives and PACC Health Plans had -0- HMO members and
50,950 other Covered Lives.  A deficiency in any of these numbers up to 1,000
lives shall be deemed immaterial.

         6.36    PHYSICIAN AND HOSPITAL AGREEMENTS AND RELATIONSHIPS; OTHER
HEALTH CARE PROVIDER AGREEMENTS AND RELATIONSHIPS.

                 (a) Each Seller has in effect standard physician agreements in
         the forms which have been provided by each Seller to Buyer and which
         are listed in Schedule 6.36(a); all such physicians have entered into
         the agreements in the forms provided and no physician has any
         materially different arrangement with Sellers.  All previous payments
         from the PACC HMO and PACC Health Plans CRSF Reserves have been in
         full compliance with the policies establishing such CRSF Reserves and
         to each Seller's knowledge, are in compliance in all material respects
         with all requirements of law, regulation or administrative order or





                                       30
<PAGE>   31
         approval governing same and all returns of physician current year
         withholds (or so-called "supplementary payments") have been made in
         accordance with any applicable regulatory requirements.

                 (b) Each Seller has in effect hospital agreements in the forms
         which have been provided by each Seller to Buyer and which are listed
         in Schedule 6.36(b); no hospital has entered into an agreement in any
         form other than those which have been provided to Buyer and no hospital
         has any different arrangement with Sellers.

                 (c) Each Seller has in effect health care provider agreements
         (other than physician and hospital agreements shown above) in the
         forms which have been provided by each Seller to Buyer and which are
         listed in Schedule 6.36(c); no health care provider has entered into
         an agreement in any form other than those which have been provided to
         Buyer and no such provider has any different arrangement with Sellers.

         6.37    BROKERS AND AGENTS.  Schedule 6.37 lists all persons through
which each Seller places or sells products with premium volume in excess of
$100,000 per year. To each Seller's knowledge, no such broker/agent has
indicated any unwillingness to participate with Buyer in connection with the
Transferred Business. Each Seller has no financial obligations to any person
with respect to existing or future Transferred Business, except as recorded as
a liability on the 1995 financial statements and the Estimated Balance Sheet
and as described in Schedule 6.37.  Except as indicated in Schedule 6.37, each
Seller is not a party to any fronting, quota-sharing or similar agreement to
place or sell insurance for the full or partial benefit of any other insurance
company.

         6.38    AUTHORITY.  The delivery to Buyer of the Agreement and the
documents referred to therein including, without limitation, the Assumption
Reinsurance Agreements, will transfer valid title to the HCSC and other
contracts comprising the Transferred Business, and all of the Assets of the
Transferred Business as defined in Section 2.01, free and clear of any options,
liens, trusts, encumbrances, security interests, charges and claims of any kind
other than the rights of policyholders and other matters specifically set forth
herein and in schedules appended hereto.

         6.39    REINSURANCE.  Attached as Schedule 6.39 is a list of every
policy of reinsurance or other agreement allocating insurance risk which
relates to existing or future policies written as part of (or related to) the
Transferred Business.

         6.40    MATERIAL ADVERSE  CHANGES OR EFFECT.   Except as set forth on
Schedule 6.40, each Seller has no knowledge of any matter which may result in a
Material Adverse Effect on each Seller or the Transferred Business.





                                       31
<PAGE>   32

         6.41    OPERATION OF THE TRANSFERRED BUSINESS.  All of the activities
and operations and all of the assets related to the Transferred Business have
been at all times and now are owned or conducted only by Sellers and by no
other legal entity in whole or in part.  Except as set forth in Schedule 6.41,
all HCSC, insurance and other healthcare contracts included in the Transferred
Business as now in force are in all material respects, to the extent required
under applicable law, on forms approved by applicable insurance regulatory
authorities or which have been filed and not objected to by such authorities
within the period provided for objection, and such forms comply in all material
respects with the insurance statutes, regulations and rules applicable thereto.
True, complete and correct copies of such forms have been furnished or made
available to Buyer, the reference numbers of such forms are listed on Schedule
6.41 hereto and there are no other forms of insurance contracts used in
connection with the Transferred Business.  Except as set forth in Schedule
6.41, premium rates established in connection with the Transferred Business
which are required to be filed with or approved by insurance regulatory
authorities have been so filed or approved, the premiums charged conform
thereto in all material respects, and such premiums comply in all material
respects with the insurance statutes, regulations and rules applicable thereto.

         6.42    GOVERNMENT CONTRACTS.    Except as set forth in Schedule 6.42
hereto, each Seller is and has operated in full compliance in all material
respects with all contractual, statutory, regulatory and other requirements
applicable to each Seller as a provider of HCSC or other insurance coverage to
employees of the federal, state and local governments and subdivisions and to
beneficiaries under programs sponsored or administered by any such governments
or subdivisions thereof  (collectively "Government Contracts") and is subject
to no claim for a penalty, fine, return of premium, repayment of costs charged,
renegotiation of charges or fees, change in claims or billings as a result of
audit, adjustment, charge, retroactive restatements of costs or charges, or
other liability in respect of any Government Contract.

         6.43    MEDICARE SECONDARY PAYOR.  Without in any way limiting the
generality of other representations and warranties made herein by Sellers, all
actions taken or failed to have been taken by each Seller or its Affiliates or
agents in connection with the insuring or administration of healthcare plans
maintained for each Seller's employer clients or other clients have been taken
or omitted in complete compliance in all material respects with the so-called
"Medicare Secondary Payor Rules"  all applicable federal laws, as supplemented
by the regulations of the Department of Health and Human Services concerning
Medicare Secondary Payor liability ("Secondary Payor Rules"); no healthcare
plan administered or insured by each Seller has any liability of any nature
(including but not limited to, any liability under the Internal Revenue Code,
ERISA, the Social Security Act and Age Discrimination in Employment Act) to the
United States of America or to any other person or entity with respect to the
Secondary Payor Rules.  Neither Sellers nor their Affiliates or agents have
incurred any liability with respect to acts taken or omitted prior to Closing
under existing or prior contracts with their





                                       32
<PAGE>   33
employer clients or other clients for any excise tax liability under Section
5000 of the Internal Revenue Code.

         6.44    FAIRNESS OPINION.  Sellers have received a written opinion
from Shamrock Investments dated as of the date of this Agreement which confirms
that the terms of this Agreement are fair to both Sellers and such opinion has
not been modified or withdrawn.

         6.45    LEASED PREMISES.  Except as set forth in Schedule 6.45 hereto,
in connection with the headquarters premises at Clackamas, Oregon (the "Leased
Premises") (i) Sellers have occupied, maintained and operated, and made any
improvements on, the Leased Premises in compliance with all material applicable
laws (including but not limited to building codes, life safety codes and ADA
requirements) regulations, insurance requirements, contracts, leases, permits,
licenses, ordinances, restrictions, covenants, reservations and easements, and
the Sellers have not received any notice, written or verbal, claiming any
material violation of any of the same or requesting or requiring the
performance of any repairs, alterations, or other work in order to so comply;
(ii) to each Seller's knowledge, all improvements, if any, made by Sellers to
the Leased Premises have been constructed in a good and workmanlike manner, are
free from defects in workmanship and material, are structurally sound and do
not require any repair or replacement other than minor routine maintenance;
(iii) to each Seller's knowledge, any and all permits, approvals and licenses
required for the current use or occupation of the Leased Premises for the
operation of the Transferred Business have been obtained by Sellers and Sellers
are in material compliance with same; such permits, approvals and licenses
(including but not limited to any certificates of occupancy with regard to any
improvements located on the Leased Premises) are in full force and effect and
have no material conditions that are unsatisfied, are freely transferable to
Buyer, have no termination dates or provisions and true copies of all of same
have been delivered to Buyer; (iv) to each Seller's knowledge, there are no
zoning or other land use restrictions presently in effect or to each Seller's
knowledge, proposed by any governmental authority which would impair the use of
the Leased Premises for the purposes for which they are now being used; (v) to
each Seller's knowledge, none of the improvements on the Leased Premises, if
any, are non-conforming uses or structures; and (vi) to each Seller's
knowledge, there are no actual, potential or alleged health hazards affecting
the Leased Premises such as radon gas, lead paint, hazardous insulation, insect
or animal infestation, inadequate air circulation/quality, methane gas or other
unhealthy condition prohibited or regulated by any environmental law, and no
employee has made any claims in connection therewith.

         6.46    MEMBERS/ACCOUNT HOLDERS.  A list of all record owners of all
accounts within the CRSF Reserves to be assumed by Buyer (together with account
balances on a date not more than 30 days prior to date of this Agreement) is
attached as Schedule 6.46.  A mistake in individual balances which does not
affect ultimate total CRSF Reserves to





                                       33
<PAGE>   34
be assumed by Buyer by more than $10,000 shall be deemed immaterial under this
Agreement.  To the best knowledge of Sellers, no other person has any interest
in the CRSF Reserves to be assumed by Buyer, except for persons as may make a
claim by or through such designated record owners.  The CRSF Reserves have been
administered in compliance with the policies and procedures applicable to such
Reserves.

7.       REPRESENTATIONS AND WARRANTIES OF BUYER.

         Buyer represents and warrants to Sellers as follows:

         7.01    ORGANIZATION; GOOD STANDING.  Buyer is a corporation duly
organized, validly existing, and in good standing under the laws of the State
of New Hampshire.

         7.02    AUTHORITY.  Buyer has full corporate authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.
The Board of Directors of Buyer has duly authorized the execution and delivery
of the Agreement and the consummation and performance by Buyer of its
obligations thereunder and no other corporate proceedings on the part of Buyer
are necessary to authorize the Agreement and the performance by Buyer of its
obligations thereunder.  This Agreement has been duly executed and delivered by
Buyer and constitutes the legal, valid, and binding obligation of Buyer,
enforceable against Buyer in accordance with its terms, except that (i) the
enforceability thereof may be subject to bankruptcy, insolvency, fraudulent
conveyance, equity of redemption, reorganization, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally; and
(ii) the remedy of specific performance and injunctive and other forms of
equitable relief may be subject to equitable defenses and to the discretion of
the court before which any proceedings therefor may be brought.

         7.03    GOVERNMENTAL AND OTHER CONSENTS, ETC.  Except for the
approvals referred to in Section 6.18 and the approvals referred to on Schedule
7.03, no consent, approval, or authorization of, or designation, declaration,
or filing with, any governmental authority or other persons or entities on the
part of Buyer or Healthsource is required in connection with the execution or
delivery of this Agreement or the consummation of the transactions contemplated
hereby.

         7.04    COMPLIANCE WITH OTHER INSTRUMENTS, ETC. Neither the execution
and delivery of this Agreement nor the consummation of the transactions
contemplated hereby, will (i) conflict with or result in any violation of or
constitute a default under any term of the Articles of Incorporation or Bylaws
of Buyer (each as amended) or any agreement, loan or credit agreement,
mortgage, indenture, franchise, license, permit, authorization, lease, or other
instrument, writ, injunction, determination, award, judgment, decree, order,
law, rule or regulation to which Buyer is bound; (ii) result in the creation or
imposition of any lien, security interest, charge, encumbrance, restriction, or
claim of any nature upon, or give to others any interest or rights, including
rights of





                                       34
<PAGE>   35
termination or cancellation in or with respect to, or otherwise adversely
affect, any of the properties, assets, businesses, or prospects of Buyer, or
(iii) violate or conflict with any other restriction of any kind or character
to which Buyer is subject.

         7.05    FINANCING.  At the Closing and pursuant to the Healthsource,
Inc. guaranty attached hereto, Buyer shall have sufficient funds to purchase
the Transferred Business and the Assets under this Agreement.

8.       COVENANTS OF SELLERS AND BUYER PENDING CLOSING.

         8.01    COVENANTS OF SELLERS.  For purposes of this Section 8.01, the
term "reasonable best efforts" shall mean an undertaking reasonably calculated
to achieve the intended result by action or expenditure not unduly burdensome
in the circumstances, and specifically excludes any obligation to institute
litigation.  Sellers agree that from the date of this Agreement to Closing:

         (a)  COOPERATION.  Each Seller shall use its reasonable best efforts
         to cause the sale contemplated by this Agreement to be consummated,
         and  without limiting the generality of the foregoing, to obtain all
         required consents, approvals and authorizations of third parties, to
         make all necessary filings with and give all necessary notices to
         third parties and to take all actions which may be necessary or
         reasonably required in order to effect the transactions contemplated
         hereby and to otherwise satisfy all of the conditions set forth in
         this Agreement.  Without limiting the generality of the foregoing,
         promptly following the execution and delivery of this Agreement, each
         Seller shall (together with Buyer) present the transactions
         contemplated by this Agreement to the Insurance Departments of the
         States of Oregon and Washington and the Attorney General of the State
         of Oregon and shall use its reasonable best efforts to resolve any
         objections of such regulatory authority thereto to the satisfaction of
         such regulatory authority.  All data and information concerning the
         business of Sellers shall be made available to Buyer on reasonable
         terms subject to the maintenance of confidentiality by Buyer.

         (b)  MAINTENANCE OF PROPERTIES, ETC.  Each Seller shall maintain all
         of its properties in customary repair, order, and condition,
         reasonable wear excepted, and shall maintain insurance upon all of its
         properties in such amounts and of such kinds and against such risks
         usually maintained and insured against by each Seller.

         (c)  MAINTENANCE OF BOOKS.  Each Seller shall maintain its books,
         accounts and records in the usual manner on a basis consistent with
         prior years.

         (d)  ACCESS TO PROPERTIES, ETC.  Subject to the assurance by Buyer
         regarding confidentiality and to Buyer's use of reasonable procedures
         to avoid undue





                                       35
<PAGE>   36
         disturbance of each Seller's operations, each Seller shall give or
         cause to be given to Buyer and to Buyer's counsel, accountants,
         investment advisors and other representatives full access during
         normal business hours to all of the properties, books, tax returns,
         contracts, commitments and records of each Seller, or copies of the
         same, which are related to the transactions contemplated by this
         Agreement, and shall furnish to Buyer copies of all such documents,
         certified if requested, and all such information as Buyer may from
         time to time reasonably request with respect to the affairs of each
         Seller.

         (e)  CERTAIN PROHIBITED TRANSACTIONS.  Prior to termination of this
         Agreement, each Seller shall not, without the prior written consent of
         Buyer (which shall not be unreasonably withheld in connection with
         requests under clauses (vi) through (xviii) below only):  (i) discuss,
         solicit, encourage, or respond to any proposal for the acquisition,
         merger or consolidation of all or any significant part of each Seller's
         assets or business; (ii) provide any information to any party in
         connection with any such proposal; (iii) negotiate with respect to, or
         enter into, any contract to merge or consolidate with any other
         corporation or entity; (iv) negotiate with respect to, or change, the
         character of their businesses, or sell, transfer, or otherwise dispose
         of or encumber all or any substantial part of each Seller's assets; (v)
         negotiate with respect to, or issue or contract to issue, any debt or
         guarantees of debt (other than trade debt incurred in the ordinary
         course of business) which exceed in the aggregate Ten Thousand Dollars
         ($10,000) at any one time outstanding; (vi) negotiate with respect to,
         or enter into, any joint venture or partnership, for the conduct of
         each Seller's business or involving any part of the Transferred
         Business; (vii) pay any distribution of each Seller's assets or
         earnings, except for required dispositions of CRSF Funds pursuant to
         Section 2.09; (viii) sell, assign, or transfer any patents, trademarks,
         trade names, copyrights, or other intangible assets of each Seller;
         (ix) adopt any plan of liquidation; (x) directly or indirectly dispose
         of or encumber any of each Seller's assets except in the ordinary
         course of business; (xi) waive any right of significant value, except
         in the ordinary course of business; (xii) change in any material
         respect the method or timing on the payment of the liabilities of each
         Seller; (xiii) file any new license applications; (xiv) expand any
         existing service area; (xv) enter into any new reinsurance and
         stop-loss insurance agreement covering Sellers' business; (xvi) enter
         into any new contracts or agreements with health care providers (except
         for standard agreements with participating providers and the contracts
         required to be entered into under this Agreement); (xvii) enter into
         any non- competition or other agreement which may restrict in any way
         the conduct of the Transferred Business; (xviii) generally engage in
         any business practice or take any action which is not in the ordinary
         course of business of each Seller.  If any acquisition, merger or
         consolidation proposal is received by Sellers, Sellers shall promptly
         notify Buyer of such fact and shall provide Buyer copies or a summary
         (if oral) of any such offers or proposals.





                                       36
<PAGE>   37

         (f)  COMPLIANCE WITH LAWS.  Each Seller shall duly comply in all
         material respects with all laws, regulations, and decrees applicable
         to it and to the conduct of its businesses.

         (g)  INCONSISTENT ACTS.  From the date of this Agreement to Closing,
         except as otherwise permitted by this Agreement, each Seller will not
         engage in any activity or enter into any transaction which would be
         inconsistent in any material respect with any representation, warranty
         or covenant set forth in this Agreement if such representations and
         warranties were made at a time subsequent to such activity or
         transaction and all references to the date of this Agreement were
         deemed to be such later date.

         (h) UNDERWRITING NEW AND RENEWAL BUSINESS.  Prior to Closing each
         Seller shall not make any proposal or commitment for new or renewal
         HMO, health insurance or other health care coverage either lasting
         more than one year or affecting more than 1,000 lives or members with
         an average group premium more than 5% below the budgeted yield per
         member/per month for the period, without first consulting with Buyer.
         In addition, Sellers agree that so-called Medicare risk contracts will
         not be written unless supported by full capitation (as a % of Medicare
         premium received) contracts with hospitals covering all health care
         expenses payable under such contracts.  Sellers also agree that no
         agreements with respect to the Cascadia venture or the HFEN hospitals
         will be signed which are not satisfactory to Buyer.  A procedure to
         handle the foregoing items will be worked out between the Presidents
         of Sellers and Buyer.

         (i)  CLOSING CORRECTIONS.  Sellers shall update their various
         disclosure schedules to reflect transactions occurring after the date
         of this Agreement and pursuant to and in conformity with this Section
         8.01.  To facilitate Closing, Sellers will provide Buyer with drafts of
         any changes and copies of any documents referred to therein at least
         two business days prior to Closing in order that Buyer may confirm the
         fact that such changes did in fact occur in conformity with this
         Section 8.01.  No such disclosure shall have any effect for the
         purpose of determining the satisfaction of the conditions set forth in
         Section 10 hereof.

         (j) NO NEW CONTRACTS.  Each Seller shall not enter into or assume any
         new contract, lease, license or commitment which by its terms requires
         performance subsequent to April 30, 1996 except for such matters which
         are within the normal and ordinary course of business or which are
         limited to 12 months and involve an annual monetary commitment or
         exposure of not more than $20,000 each or $100,000 in the aggregate;
         provided, however, that each Seller may inform Buyer of any proposed
         new contracts that it believes will be in Buyer's best interest and
         Buyer will not unreasonably withhold its prompt approval of such new
         contracts.  Designees of Dr. Payson and Mr. Preizler will perform this
         function.





                                       37
<PAGE>   38

         (k) SELLERS' AGENTS.  Buyer may contact insurance agents or brokers
         selling HCSC, insurance or other healthcare contracts, or other
         products issued by Sellers for the purpose of engaging such agents or
         brokers to act on behalf of Buyer and its Affiliates to sell contracts
         and products in the same lines as such HCSC, insurance or other
         healthcare contracts after the Closing Date.  Sellers shall (i)
         encourage each of the agents and brokers listed on Schedule 6.37
         hereto, on or prior to the Closing Date, to execute and deliver to
         Buyer an agency agreement in form mutually acceptable to Buyer and
         Sellers, and (ii) issue to each such agent or broker a waiver in form
         mutually acceptable to Buyer and Sellers providing for the waiver by
         Sellers of any rights arising pursuant to existing agency agreements
         prohibiting any such agents or brokers from selling contracts and
         products in the same lines as such HCSC or insurance contracts on
         behalf of Buyer and its Affiliates.

         (l) INTERIM FINANCIAL INFORMATION.  Sellers shall provide Buyer
         promptly with copies of all monthly and other interim financial
         statements, projections, budgets and other similar information
         prepared by Sellers between the date of this Agreement and the
         Closing.

         (m)  PHYSICIAN CONTRACTS.  Each Seller shall continue to use its best
         efforts to cause its primary care and specialist physicians to enter
         into updated participating physician services agreements (in the form
         of Exhibits 10.08-1 and 10.08-2 attached hereto) as it is currently
         doing.

         (n) HOSPITAL CONTRACTS.  Each Seller shall attempt (with Buyer's
         guidance) to establish or modify existing contractual arrangements
         with its participating hospitals to meet the structural design that
         Buyer customarily seeks in hospital arrangements.

         (o) FOUNDATION.  Sellers shall establish, with the consent of the
         Oregon Attorney General, a charitable foundation (the "Foundation")
         with articles of incorporation, and bylaws substantially in the form
         of Exhibit 8.01(o).

         (p) PROVIDER WITHHOLDS.  Sellers agrees to pay on or before January
         31, 1996 all monies withheld from providers for services rendered
         during 1995, to record such payments as a liability on Sellers'
         December 31, 1995 Balance Sheet and, commencing with the January 1996
         financial statements to accrue monthly on such statements as a
         liability for health care expense an amount equal to all monies then
         withheld to date from providers for services during 1996.  Buyer shall
         cause all such 1995 withholds as accrued to be promptly paid if for
         any reason they are not paid by Seller by Closing.





                                       38
<PAGE>   39
         (q)  CASCADIA HEALTH LLC.  Sellers shall not obligate or expose
         Sellers or Buyer to any liabilities exceeding $250,000 in the
         aggregate with respect to Cascadia Health LLC or related agreements
         with HFEN without the prior written consent of Buyer which may be
         withheld in Buyer's absolute discretion.  Sellers shall use their best
         efforts to postpone the scheduled closing under the agreement with
         HFEN concerning Cascadia Health LLC until the Closing under this
         Agreement and shall not permit the Cascadia LLC closing to occur until
         Buyer has approved in its sole discretion the Cascadia business plan
         and roster of providers.

         8.02    COVENANTS OF BUYER.  Buyer agrees that from the date of this
Agreement to Closing:
                 (a)  COOPERATION.  Buyer shall use its reasonable best efforts
         to cause the sale contemplated by this Agreement to be consummated, and
         without limiting the generality of the foregoing, to obtain all
         necessary consents and authorizations of third parties, including
         regulatory approvals, to make all necessary filings with and give all
         necessary notices to third parties which may be necessary or reasonably
         required in order to effect the transactions contemplated hereby, and
         to offer Employment Agreements with the current President and Vice
         Presidents of each Seller in accordance with Section 2.03.

9.       CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLERS.

         The obligation of Sellers to consummate the transactions to be
performed by them in connection with the Closing is subject to satisfaction of
the following conditions:

         9.01    BUYER'S REPRESENTATIONS AND WARRANTIES.  There shall be no
breach of the representations and warranties of Buyer contained herein for
which purpose the same shall be deemed applicable as of the Closing with the
same force and effect as though made on and as of said date except as affected
by transactions contemplated hereby.

         9.02    BUYER'S COVENANTS.  Buyer shall have performed all of its
obligations and agreements and complied with all its covenants contained in
this Agreement to be performed and complied with by it prior to Closing.

         9.03    BUYER'S COUNSEL'S OPINION.  Sheehan Phinney Bass + Green,
Professional Association, counsel to Buyer, shall have delivered to Sellers an
opinion, dated as of Closing, in the form of Exhibit 9.03.  In giving such
opinion such counsel may rely, as to matters of fact, upon certificates of
officers of Buyer, and as to matters governed by the laws of Oregon and
Washington, such counsel may rely upon the opinions of local counsel.





                                       39
<PAGE>   40
         9.04    BUYER'S CLOSING CERTIFICATE.  Sellers shall have received a
certificate of Buyer dated as of Closing, in form and substance reasonably
satisfactory to counsel to Sellers certifying as to the fulfillment of the
matters mentioned in Sections 9.01 and 9.02.

         9.05    SUBSIDIARY AGREEMENTS.  Buyer shall have caused its
subsidiaries to have executed the various agreements required to be executed
pursuant to this Agreement including, without limitation, the Assumption
Reinsurance Agreements in the form of Exhibits 2.01-1 and 2.01-2.

         9.06    CONSENTS AND REGULATORY APPROVALS.  Sellers shall have
received evidence, reasonably satisfactory to Sellers and counsel for Sellers,
that all of the approvals and consents disclosed in Schedules 6.16 and 6.18 and
Sections 6.16, 6.17 (to the extent not waived by Buyer), 6.18 and 7.03 have
been duly obtained.  Without in any way limiting the generality of the
foregoing, Sellers shall have received (i) approval for Sellers to sell the
Transferred Business to Buyer, approval of the Assumption Reinsurance
Agreements and other necessary approvals from the Insurance Departments of the
States of Oregon and Washington; (ii) all required approvals from the Attorney
General of Oregon including approval of the transfer of the Adjusted Purchase
Price to the Foundation, and (iii) evidence from Buyer that Buyer has received
the approvals of the States of Oregon and Washington Insurance Departments of
the transactions contemplated herein.

         9.07    NO LITIGATION.  No action, suit, or proceeding before any
court or any governmental or regulatory authority shall have been commenced, no
investigation by any governmental or regulatory authority shall have been
commenced, and no action, suit, or proceeding by any governmental or regulatory
authority shall have been threatened against Sellers or Buyer:  (i) seeking to
challenge the transactions contemplated hereby or questioning the validity or
legality of any such transactions which would, if resolved adversely, severally
or in the aggregate, result in a Material Adverse Effect on the Transferred
Business; (ii) which might restrict or affect the right of Buyer to acquire the
Assets and the Transferred Business of Sellers or to exercise any rights in
respect thereto or under this Agreement or any agreement referred to herein
subsequent to Closing; or, (iii) which seeks to subject Sellers or any of their
directors, officers or Affiliates to any liability, fine, forfeiture, or
penalty by reason of the transactions contemplated by this Agreement.  There
shall not have been issued any injunction or order restraining or otherwise
preventing the transactions contemplated by this Agreement.

         9.08    HEALTHSOURCE GUARANTEE.  The Healthsource Guarantee attached
hereto shall be effective and enforceable in accordance with its terms.

         9.09    SCOPE OF CERTAIN ACCRUALS.  If the Estimated Balance Sheet as
delivered under Section 1.07 reflects an accrual pursuant to AICPA SOP 89-5
(together with the supplemental principles of Section 1.10(iv) of this
Agreement) (herein the "89-5





                                       40
<PAGE>   41
Accrual"), such 89-5 Accrual shall not exceed $4.0 million; provided that this
condition shall be null and void and the Closing shall not be thereby affected
if within 30 days after receipt of both the Estimated Balance Sheet and written
notice from Seller electing not to close this transaction pursuant to this
Section 9.09, Buyer waives the amount of such 89-5 Accrual in excess of $4.0
million.

10.      CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER.

         The obligation of Buyer to consummate the transactions to be performed
by it in connection with the Closing is subject to satisfaction of the
following conditions:

         10.01   SELLERS' REPRESENTATIONS AND WARRANTIES.  There shall be no
breach of the representations and warranties of Sellers herein contained for
which purpose the same shall be deemed applicable as of Closing with the same
force and effect as though made on and as of said date, except as affected by
the transactions contemplated hereby.

         10.02   SELLERS' COVENANTS.  Sellers shall have performed all of their
obligations and agreements and complied with all of their covenants in this
Agreement to be performed and complied with by Sellers prior to Closing.

         10.03   CLOSING CERTIFICATE.  Buyer shall have received a certificate
of each Seller executed on behalf of such Seller by its appropriate officers
dated as of Closing, in form reasonably satisfactory to counsel to Buyer,
certifying as to the fulfillment of the matters mentioned in Sections 10.01 and
10.02.

         10.04   CONSENTS AND REGULATORY APPROVALS.  Buyer shall have received
evidence, reasonably satisfactory to Buyer and counsel for Buyer, that all of
the consents disclosed in Sections 6.16, 6.17, 6.18 and 7.03 and Schedules 6.18
and 7.03 have been duly obtained (including a specific approval of
Healthsource, Inc.'s normal method of calculating IBNR Reserves),  have been
issued with no conditions or only with conditions affecting Buyer or the
Transferred Business after Closing that are satisfactory to Buyer in its sole
discretion.

         10.05   SELLERS' OPINION OF COUNSEL. Lane Powell Spears Lubersky,
special counsel to Sellers, shall have delivered to Buyer an opinion, dated as
of Closing, in the form of Exhibit 10.05.  In giving such opinion such counsel
may rely, as to matters of fact, upon certificates of officers of each Seller.

         10.06   NO LITIGATION.  No action, suit, or proceeding before any
court or any governmental or regulatory authority shall have been commenced, no
investigation by any governmental or regulatory authority shall have been
commenced, and no action, suit, or proceeding by any governmental or regulatory
authority shall have been threatened against Sellers or Buyer:  (i) seeking to
challenge the transactions contemplated hereby or





                                       41
<PAGE>   42
questioning the validity or legality of any such transactions which would, if
resolved adversely, severally or in the aggregate, result in a Material Adverse
Effect on the Transferred Business; (ii) which might restrict or affect the
right of Buyer to acquire the Transferred Business or to exercise any rights in
respect thereto or under this Agreement or any agreement referred to herein
subsequent to Closing; or, (iii) which seeks to subject Buyer or any of its
directors, officers or Affiliates to any liability, fine, forfeiture, or
penalty by reason of the transactions contemplated by this Agreement.  There
shall not have been issued any injunction or order restraining or otherwise
preventing the transactions contemplated by this Agreement.

         10.07   LOSS OF COVERED LIVES AND PRINCIPAL EMPLOYER ACCOUNTS.  At
Closing there shall not be fewer than 95,000 Covered Lives.

         10.08   MAINTENANCE OF PRIMARY CARE AND SPECIALTY PHYSICIANS.  Each
Seller shall have participating physician services agreements in the form of
Exhibit 10.08 with (i) 75% of those primary care physicians accounting for at
least $5,000 of physician payments during 1994 and (ii) at least 70% of the
specialist physicians receiving at least $5,000 in physician payments during
1994.

         10.09   FINANCIAL STATEMENTS.  Sellers shall have delivered to Buyer:
(i) all interim unaudited financial statements of Sellers from the date of this
Agreement through any month ending at least thirty (30) days prior to Closing;
and (ii) the Estimated Balance Sheet and Historical Financials as required in
Section 2.07.

         10.10   COMFORT LETTER.  Buyer shall have received at Closing a
Comfort Letter covering the matters specified in Exhibit 10.10 dated as of
Closing from KPMG Peat Marwick LLP, Sellers' independent auditors, in form and
substance reasonably acceptable to Buyer verifying that as of a date no more
than 5 days prior to Closing there has been no material change in the financial
condition of each Seller from that reflected in the 1995 financial statements.
Buyer shall reimburse Sellers up to $5,000 towards the cost of the Comfort
Letter.

         10.11   EMPLOYMENT AGREEMENT.  Buyer shall have entered into an
Employment Agreement in the form of Exhibit 2.03 (b)(i) with the President of
Sellers and Employment Agreements in the form of Exhibit 2.03(b)(ii) with the
officers listed on Schedule 10.11.

         10.12   NON-COMPETITION AGREEMENT.  Sellers and any Foundation to
which Sellers' assets are transferred, shall have entered into the
Non-Competition Agreement with Buyer in the form of Exhibit 11.

         10.13   ASSUMPTION REINSURANCE AGREEMENTS.  Sellers shall have entered
into the Assumption Reinsurance Agreements in the form of Exhibits 2.01-1 to
2.01-2.





                                       42
<PAGE>   43

         10.14   NO MATERIAL ADVERSE CHANGE.  There shall have occurred no
event or events having a Material Adverse Effect on the Transferred Business.

         10.15   INTENTIONALLY OMITTED.

         10.16   HOSPITAL CONTRACTS.  Each Seller shall have entered into a
participating hospital agreement meeting the requirements set forth in Schedule
10.16.

         10.17   HEADQUARTERS LEASE.  Sellers' lease for the headquarters
premises at Clackamas, Oregon with 205 Corporate Center Limited dated August
21, 1987 as amended through No. 6 dated January 20, 1995, shall have been
assigned to Buyer (or its designee) and Buyer shall have received an estoppel
certificate from such landlord and the holder of  any mortgage therein
satisfactory to Buyer.

         10.18   SELLERS' FOUNDATION.  Sellers shall have formed the Foundation
using organizational documents substantially in the form of Exhibit 8.01(o) as
approved by the Attorney General of Oregon and the Oregon Department of
Consumer and Business Services and to which the remaining assets of Sellers,
including without limitation the Adjusted Purchase Price (except for such
reasonable amount as PACC determines it is prudent to retain temporarily to
resolve outstanding debts or obligations of PACC in winding up its affairs),
shall be transferred and such Foundation shall have (i) discharged or assumed
all obligations (including indemnification obligations) of Sellers pursuant to
this Agreement and all documents and other agreements referred to herein or
delivered by or on behalf of Sellers at Closing (and there shall be no
unresolved legal challenge by any third-party to such discharge or assumption),
and (ii) given reasonable assurance that no substantial transfer of Foundation
capital will occur other than pursuant to the indemnification provisions of
this Agreement or the distribution of Foundation income, or the distribution of
Foundation capital not exceeding amounts set forth on Schedule 10.18.

11.      SELLERS' NON-COMPETITION COVENANT.

         Each Seller and any Foundation to which Seller's assets are
transferred shall enter into the Non-Competition Agreement in the form of
Exhibit 11.

12.      TRADEMARKS, ETC.

         Each Seller agrees for itself and any of its present or future
affiliates not to use any name, trade name, trademark, brand name, or service
mark similar thereto listed in Schedule 12 and transferred to Buyer.

13.      INDEMNIFICATION.





                                       43
<PAGE>   44

         13.01   INDEMNIFICATION BY SELLERS.  Sellers shall indemnify, defend
and hold harmless Buyer and its respective shareholders, officers, directors,
employees, subsidiaries, agents, successors, and affiliates (hereinafter the
"Buyer Indemnified Parties") from, against, and with respect to, any and all
loss, damage, claim, action, suit, proceeding (civil or criminal), deficiency
or expense arising or resulting from, or attributable to, any of the following:

                 (a)  any loss, damage, claim, action, suit, proceeding,
         litigation, judgment, decision, decree, injunction, or ruling
         affecting Sellers, Buyer Indemnified Parties or the Transferred
         Business which results from the Excluded Liabilities.

                 (b)  any misrepresentation or breach of any representation or
         warranty of Sellers made in Sections 6.08, 6.24, 6.28, 6.42, 6.43 and
         6.46 contained herein or in any schedule related thereto;

                 (c) any misrepresentation or breach of any representation or
         warranty of Sellers (excluding those representations or warranties
         referred to in Section 13.01(b)) contained herein or in any report,
         schedule, agreement or document attached hereto, or any closing
         document delivered in connection with the transactions contemplated by
         such documents;

                 (d)  any breach or default by Sellers of any covenant,
         obligation or undertaking on their part contained herein or in any
         report, schedule, agreement, or document attached hereto, or any
         closing document delivered in connection with the transactions
         contemplated by such documents;

                 (e)  all undisclosed or disclosed liabilities, debts,
         obligations and commitments of Sellers, fixed or contingent, known or
         unknown, arising from any statement of fact, occurrence or
         circumstance existing prior to or at the Closing Date;

                 (f)  any cost, expense or liability incurred by Buyer
         Indemnified Parties as a result of a claim for investment banker's
         fees, brokerage, transactional or similar fees by any person asserting
         it was engaged by Sellers or any of their affiliates;

                 (g)  any reasonable and necessary out-of-pocket costs of any
         nature including without limitation, legal, accounting, fines,
         penalties, compliance costs, financial assurance requirements, capital
         equipment and maintenance costs, investigation and remediation costs,
         engineering, contractor, consultants, expert and other professional
         fees, resulting from or attributable to any matter or thing mentioned
         or described in clauses (a) through (f) above, and all such reasonable
         and necessary expenses incurred by Buyer Indemnified Parties in
         seeking enforcement against Sellers with respect to any matter or
         thing mentioned or





                                       44
<PAGE>   45
         described in clauses (a) through (f) above (if it is ultimately
         determined that any of Buyer Indemnified Parties is entitled to
         indemnification).

         13.02   INDEMNIFICATION BY BUYER.  Buyer shall indemnify, defend and
hold harmless each Seller and each of its shareholders, officers, directors,
employees, subsidiaries, agents, successors, and affiliates (the "Sellers
Indemnified Parties") from, against and with respect to any and all loss,
damage, claim, action, suit, proceeding (civil or criminal), deficiency or
expense arising or resulting from, or attributable to, any of the following:

                 (a)   any loss, damage, claim, action, suit, proceeding,
         litigation, judgment, decision, decree, injunction, or ruling
         affecting Buyer, Sellers Indemnified Parties or the Transferred
         Business which results from acts omissions after the Closing Date for
         which Buyer is legally responsible.

                 (b)  any misrepresentation or breach of any representation or
         warranty of Buyer contained herein or in any report, agreement,
         schedule or document attached hereto, or any closing document
         delivered in connection with the transactions contemplated by such
         documents;

                 (c)  any breach or default by Buyer of any covenant,
         obligation or undertaking on its part contained herein or in any
         report, schedule, agreement or document attached hereto or any Closing
         document delivered in connection with the transactions contemplated by
         such documents;

                 (d)  any cost, expense or liability incurred by Sellers
         Indemnified Parties as a result of a claim for investment banker's
         fees, brokerage, transactional or similar fees by any person asserting
         it was engaged by Buyer or any of its affiliates; and

                 (e)  any reasonable and necessary out-of-pocket costs,
         including without limitation, legal, accounting, engineering and other
         professional fees, fines, penalties, compliance costs, financial
         assurance requirements, capital equipment and maintenance costs,
         investigation and remediation costs, engineering, contractors,
         consultants experts and other professional fees, resulting from or
         attributable to any matter or thing mentioned or described in clauses
         (a) through (d) above, and all such reasonable and necessary expenses
         incurred by Sellers Indemnified Parties in seeking enforcement against
         Buyer with respect to any matter or thing mentioned or described in
         clauses (a) through (d) above (if it is ultimately determined that
         Sellers Indemnified Parties are entitled to indemnification).

         13.03   NOTICE AND MANAGEMENT OF CLAIMS.  If any action, suit, or
proceeding shall be commenced against, or any claim or demand be asserted
against, a party in





                                       45
<PAGE>   46
respect of which such party proposes to demand indemnification hereunder, such
party seeking indemnification (the "Indemnified Party") shall promptly (and in
any event within ten business days after receiving notice from a third party of
a claim known to be subject to indemnification) notify in writing the party
from whom the Indemnified Party seeks indemnification (the "Indemnifying
Party") and furnish such Indemnifying Party with copies of all claims, demands,
documents, pleadings or other writings or information in connection therewith
and such Indemnifying Party will assume the defense of such complaint, claim,
action or proceeding, and the payment of expenses and costs with respect
thereto as described in Sections 13.01 or 13.02.  The Indemnified Party shall
have the right to employ its own separate counsel, but the fees and expenses of
such separate counsel shall be at its sole expense unless either of the
following provisions shall apply: (a) the employment of such counsel shall have
been authorized in writing by the Indemnifying Party in connection with the
defense of such complaint, claim, action or proceeding; or (b) the Indemnified
Party's legal counsel (whether retained separately by such Indemnified Party or
selected by the Indemnified Party) shall reasonably advise the Indemnified
Party in writing, with a copy to the Indemnifying Party, that there is a
conflict of interest that would make it inappropriate under applicable
standards of professional conduct to have such selected counsel.  If clause (a)
or (b) in the immediately preceding sentence is applicable, then the
Indemnified Party may employ separate counsel at the expense of the
Indemnifying Party to represent or defend him, her or it, but in no event shall
such Indemnifying Party be obligated to pay the costs and expenses of more than
one such separate counsel for all Indemnified Parties that are party to or
otherwise subject to such complaint, claim, action or proceeding in any one
jurisdiction.  The Indemnifying Party shall not be liable to indemnify the
Indemnified Party for any amount paid in settlement of any claim, action or
proceeding, effected without the written consent of the Indemnifying Party
which consent shall not unreasonably be withheld.  The parties each agree to
render to each other such assistance, information, documents and access to
personnel and records as may be reasonably be requested in order to insure the
proper and adequate defense of any Third-Party Claim.

         13.04   RESOLUTION OF RESPONSIBILITY FOR CLAIMS.  In the event that
any dispute arises as to either party's responsibility with respect to a claim
for indemnification, the parties hereto agree to resolve such differences by
following the dispute resolution procedure set forth in Section 15 hereof all
of the terms and conditions of which are incorporated herein by reference.

         13.05   INTEREST.  In the case of any payments made or costs or
damages incurred and paid by a party, interest on the amount thereof shall
accrue beginning thirty (30) days after written notice of the claim is given,
provided, that such notice is accompanied by documentation describing the basis
of such claim in reasonable detail for evaluation; provided further, however,
that the claiming party shall only be entitled to receive such interest to the
extent that it is determined that such party is entitled to indemnification
hereunder.  Interest shall accrue until the claim is paid in full at a variable
rate equal to





                                       46
<PAGE>   47
the prime interest rate (as published in the Money Rates column of the Wall
Street Journal) (the "Prime Rate") plus two percent (2%) compounded monthly.

         13.06   LIMITATIONS ON DOLLAR AMOUNT OF INDEMNIFICATION.

                 (a) Full Indemnification Matters.  Sellers shall have
         complete, full and first dollar liability without regard to time with
         respect to all matters covered by the indemnification of Sections
         13.01(a) and 13.01(b), and Section 13.01(g) to the extent incurred in
         connection with Section 13.01(a) or Section 13.01(b).

                 (b) Deductible.  With respect to all matters giving rise to
         indemnification liability pursuant to this Section 13 (except as to
         matters covered by Section 13.06(a)), there shall be an aggregate
         deductible of One Million Dollars ($1,000,000) such that Sellers shall
         have no liability for the first $1,000,000 in claims by Buyer and
         Sellers shall have complete liability for loss in excess of $1,000,000
         subject to the limitations in Section 13.06(c) below, provided also
         that under the indemnity in Section 13.01, Sellers shall have first
         dollar liability subject to no deductible for: (i) claims in which it
         is proven that Sellers engaged in fraud or any intentional breach or
         violation of any representation, warranty, covenant or indemnity
         contained herein; (ii) any obligations or liability of Sellers with
         regard to any pre or post Closing adjustments, credits, pro-rations,
         reimbursements or settlements pursuant to this Agreement, (iii) any
         liability for a third-party claim not expressly assumed by Buyer
         pursuant to this Agreement including, without limitation, any Excluded
         Liability, or (iv) any liability of Sellers to the extent provided in
         any other agreement by either of Sellers with Buyer or any of Buyer's
         affiliates.

                 (c) Limit on Indemnification.  Notwithstanding the other
         provisions of this Agreement, the aggregate liability of Sellers for
         indemnification under this Section 13 shall be limited to the Adjusted
         Purchase Price.

         13.07   TIME LIMIT ON INDEMNIFICATION CLAIMS.  Notwithstanding any
other provisions of this Agreement to the contrary, no Indemnifying Party shall
be liable to any Indemnified Party for any claim for which the Indemnifying
Party has not received written notice within three years after the Closing
(except in the case of claims relating to matters covered in Sections 6.24 and
6.28 and Section 6.42, as to which the time limitation shall be six years after
the Closing).

 14.     NATURE AND SURVIVAL OF REPRESENTATIONS AND
         WARRANTIES.

         All statements contained in any certificate, Exhibit, Schedule, or
other instrument delivered by or on behalf of Sellers pursuant to this
Agreement, or in connection with the





                                       47
<PAGE>   48
transactions contemplated hereby, shall be true and correct as of both the date
hereof and Closing.  All representations, warranties and covenants made by
Sellers and Buyer shall survive Closing and the consummation of the
transactions contemplated hereby for a period expiring on the third anniversary
of the Closing Date (the "Survival Period") except that the representations and
warranties made in Sections 6.24, 6.28 and 6.42 shall survive for six years
from the Closing Date.  The covenants and agreements set forth in any part of
this Agreement contemplating or requiring action or performance after Closing
shall survive the execution and delivery hereof and the Closing hereunder
indefinitely.  All representations, warranties, covenants or obligations of a
party under any other agreement or instrument between them shall survive the
Closing in accordance with the terms of each such agreement or instrument
without regard to the Survival Period set forth herein and all such
representations, warranties or covenants shall be fully applicable and
effective whether or not any of the parties relies in fact thereon or has
knowledge (acquired either before or after the date hereof, and whether from
the other parties hereto or from its own investigation) of any fact at variance
with, or of any breach of, any such representation, warranty, or covenant.

15.      DISPUTE RESOLUTION.

         All controversies or claims arising out of or relating to this
Agreement or any agreement referred to or contemplated herein shall be settled
in the first instance by non-binding mediation between the parties using
mutually agreeable professional mediation services and, failing a resolution
through mediation within thirty (30) days of demand for same, thereafter by
arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association in Seattle, Washington.  All such arbitration shall
take place in Seattle, Washington.  No member of the arbitration panel shall be
a resident of or have a principal place of business in Oregon.  Judgment upon
the award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof.  The results of arbitration shall be binding upon both
parties.  The prevailing party in such arbitration proceeding shall be entitled
to recover its reasonable attorneys' fees and costs.  Until such arbitration is
finally concluded, the provisions of this Agreement shall remain in full force
and effect.

16.      BROKERAGE.

         Sellers agree to indemnify Buyer and to hold it harmless from and
against any and all claims for any broker's or finder's fee or commission
arising out of or based on any act or omission of Sellers and Sellers
specifically agree to pay all of the fees of their investment bankers, Shamrock
Investment of Los Angeles, California.  Buyer agrees to indemnify Sellers and
to hold them harmless from and against any and all claims for any broker's or
finder's fee or commission arising out of or based on any act or omission of
Buyer or its directors, officers or Affiliates.





                                       48
<PAGE>   49

17.      PAYMENT OF EXPENSES.

         Buyer and Sellers shall each pay all of their own expenses in
connection with this Agreement and the transactions and deliveries contemplated
hereby, including without limitation any expenses incurred in connection with
any claims made by any third party calling into question the transactions
contemplated hereby.

18.      TERMINATION; BREAKUP FEE.

         18.01   TERMINATION.  This Agreement may be terminated at any time
prior to Closing by mutual written consent of Buyer and Sellers.  This
Agreement also may be terminated either by Buyer or Sellers, without liability
on the part of the terminating party to the other party, if (i) the condition
specified in Schedule 10.16 has not been satisfied after 75 days from the date
of this Agreement (or after 45 days from the date of this Agreement if Sellers
have received a written refusal from both specified parties to continue
negotiations towards an agreement meeting the requirements of Schedule 10.16)
and Buyer, in either instance, has not otherwise waived such condition; or (ii)
the transactions contemplated by this Agreement have not been consummated on or
prior to April 15, 1996 unless such failure to consummate is due solely to the
failure to obtain regulatory approvals required by this Agreement and it is
reasonably anticipated that such regulatory approvals can be obtained no later
than July 31, 1996, in which case the operational date of this subsection shall
be July 31, 1996; provided that either Buyer or Sellers may extend such July
31, 1996 date to December 31, 1996; and provided further that in any event the
failure to consummate said purchase and sale by said date is not due to the
refusal or failure of the terminating party to perform any act required to be
performed under this Agreement.

         18.02   BREAKUP FEE.  If Buyer terminates this Agreement for any
reason other than: (i) failure of conditions to Closing contained in Section 10
or (ii) breach by Sellers of the terms of this Agreement, Buyer shall pay to
Sellers $2,000,000 as liquidated damages for such failure to close.  Sellers
and Buyer expressly agree that substantial damages will be suffered by Sellers
if Buyer terminates this Agreement pursuant to the first sentence of this
Section 18.02, and that it would be extremely difficult and impracticable, if
not impossible, to ascertain with any degree of certainty the amount of damages
which would be suffered by Sellers in each such event.  Therefore, the parties
have agreed that the foregoing represents a reasonable estimate of damages and
payment by Buyer to the Sellers of such liquidated damages shall terminate all
of Sellers' rights and remedies at law or in equity against the Buyer in
respect of such damages.

19.      MISCELLANEOUS.

         19.01   WAIVERS.  No action taken pursuant to this Agreement,
including, without limitation, proceeding with Closing, shall be deemed to
constitute a waiver by any party





                                       49
<PAGE>   50
taking such action or compliance with any representations, warranties,
covenants, or agreements contained in this Agreement.  The waiver by any of the
parties of a breach of any provision of this Agreement shall not operate or be
construed as a waiver of a breach of any other provision of this Agreement.

         19.02   AMENDMENTS, SUPPLEMENTS, TERMINATION, ETC.  Subject to
applicable law, this Agreement may be amended, modified and supplemented only
by written agreement of Buyer and Sellers at any time prior to Closing with
respect to any of the terms contained herein.

         19.03   NOTICES.  All notices, consents, demands, requests, approvals
and other communications, which are required or may be given hereunder shall be
in writing and shall be deemed to have been duly given if hand-delivered or
mailed certified first class mail, postage prepaid.  Notice shall be deemed
effective on the date of such hand delivery or three (3) days after (not
including Sundays and federal holidays) the date of mailing of such certified
mail:

                 (i)    If to Sellers:

                          PACC HMO
                          12901 SE 97th Avenue
                          Clackamas, Oregon 97015-0286
                          Attn: Martin A. Preizler, President

                                  and

                          PACC Health Plans
                          12901 SE 97th Avenue
                          Clackamas, Oregon 97015-0286
                          Attn: Martin A. Preizler, President

                 with a copy to:

                          Hogan & Hartson, L.L.P.
                          555 13th Street, N.W.
                          Washington, DC 20004-1109
                          Attn:  Clifford D. Stromberg, Esq.

                 (ii)   If to Buyer:

                          Healthsource Northwest, Inc.
                          c/o Healthsource, Inc.
                          Two College Park Drive





                                       50
<PAGE>   51
                          Hooksett, New Hampshire  03106
                          Attn:  Norman C. Payson, M.D., President

                        with a copy to:

                          Sheehan Phinney Bass + Green, Professional Association
                          1000 Elm Street
                          P.O. Box 3701
                          Manchester, New Hampshire  03105-3701
                          Attn: Daniel N. Gregoire, Esq.

or to such other person or persons at such address or addresses as may be
designated by written notice to the other parties hereunder.

         19.04   ENTIRE AGREEMENT.  This Agreement, together with the other
writings delivered in connection herewith, embodies the entire agreement and
understandings of the parties hereto with respect to the subject matters hereof
and thereof and supersedes any prior agreement and understanding between the
parties.

         19.05   PRONOUNS.  All pronouns and any variations thereof shall be
deemed to refer to masculine, feminine, neuter, singular, or plural as the
identity of the person or persons may require.

         19.06   GOVERNING LAW AND BINDING EFFECT.  This Agreement shall be
governed by the laws of the State of Oregon without regard to principles of
conflicts of law thereof and shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.

         19.07   SEVERABILITY.   Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction, provided such
prohibited or unenforceable provision does not affect the essence of this
Agreement.

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

         19.09   CAPTIONS.  The captions and headings throughout this Agreement
are for convenience and reference only, and shall in no way be deemed to
define, modify, or add to the construction of any provision of, or to the scope
or intent of, this Agreement.





                                       51
<PAGE>   52

         19.10   NO THIRD-PARTY BENEFICIARIES.  Except for the rights of
policyholders pursuant to the Assumption Reinsurance Agreements, each party
hereto intends that this Agreement shall not benefit or create any right or
cause of action in or on behalf of any person other than the parties executing
this Agreement; nor shall any statement herein be deemed an admission against
interest by any party in proceedings with any third person.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

WITNESS:                               PACC HMO

/s/ Theodore C. Falk                   By: /s/ C. Edward Skeeters, M.D.
--------------------                      --------------------------------------
                                          C. Edward Skeeters, M.D., Chairman


                                       PACC HEALTH PLANS

/s/ Theodore C. Falk                   By: /s/ C. Edward Skeeeters, M.D.
--------------------                      --------------------------------------
                                          C. Edward Skeeters, M.D., Chairman


                                       HEALTHSOURCE NORTHWEST, INC.

/s/ Jon S. Richardson                  By: /s/ Norman C. Payson, M.D.
--------------------                      --------------------------------------
                                          Norman C. Payson, M.D., President




                                       52
<PAGE>   53
                                    GUARANTY

         Healthsource, Inc. hereby agrees to unconditionally guaranty the full
and complete payment and performance of all of the obligations of Healthsource
Northwest, Inc. under this Agreement and represents that such guaranty is an
enforceable obligation of Healthsource, Inc.


WITNESS:                          HEALTHSOURCE, INC.


/s/ Jon S. Richardson             By: /s/ Norman C. Payson, M.D.
-------------------------            -------------------------------------------
                                     Norman C. Payson, M.D., President





                                       53