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                              EMPLOYMENT AGREEMENT

     This Employment Agreement (the "Agreement") is effective as of June 17, 
1996 (the "Effective Date"), by and between Advance ParadigM, Inc. (the 
"Company") and Ernest Buys (the "Employee").

     WHEREAS, the Company and Employee desire to enter into this Agreement 
pursuant to which the Company will employ Employee in the capacity, for the 
period and on the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the premises and mutual covenants 
and agreements herein contained, the parties hereto hereby agree as follows:

     1.   EMPLOYMENT AND DUTIES.  The Company hereby employs Employee, and 
Employee hereby accepts such employment, in the capacity of  Chief Operating 
Officer of Advance ParadigM Data Services, Inc., the Company's wholly owned 
subsidiary, and, effective December 1, 1996, as Chief Information Officer of 
the Company, to act in accordance with the terms and conditions hereinafter 
set forth.  During the term of this Agreement, Employee agrees that this 
position will be his full-time employment, except as set forth in the 
Noninterference Agreement dated as of June 17, 1994, by and between the 
parties hereto (the "Noninterference Agreement"), and that he will devote his 
reasonable best efforts and all of his business time, attention and skills to 
the successful continuation of the business heretofore conducted by the 
Company and that he will perform such duties, functions, responsibilities and 
authority, as are commensurate with the position of Chief Operating Officer, 
in connection with the foregoing as are from time to time delegated to 
Employee by the Board of Directors of the Company.

     2.   TERM.  The employment of Employee shall commence on the Effective 
Date and shall end on the third anniversary thereof (the "Term").

     3.   COMPENSATION.  In consideration of the services to be rendered by 
Employee to the Company hereunder, the Company hereby agrees to pay or 
otherwise provide Employee the following compensation and benefits, it being 
understood that the Company shall have the right to deduct therefrom all 
taxes which may be required to be deducted or withheld therefrom under any 
provision of applicable law (including but not limited to Social Security 
payments, income tax withholding and other required deductions now in effect 
or which may become effective by law any time during the Term):

          (a)  SALARY.  Employee shall receive an annual salary of One 
Hundred Fifty Thousand Dollars ($150,000), with such increases therein as may 
be determined by the Board from time to time in its sole discretion ("Base 
Salary"), to be paid in biweekly installments in accordance with the 
Company's salary payment practices in effect from time to time for senior 
managers of the Company.

          (b)  BENEFIT PLANS.  Employee shall be entitled to participate in any
health, accident, disability and life insurance programs, and any other fringe
benefit program (includinga 401(k) savings plan), which the Company may adopt
and implement for the benefit of the Company's employees.

          (c)  FRINGE BENEFITS.  The Company shall provide Employee with the
fringe benefits listed on Exhibit "A" attached hereto.

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          (d)  EXPENSES.  Employee shall be entitled to receive reimbursement
for all reasonable expenses incurred by him in connection with the fulfillment
of his duties hereunder;

PROVIDED, HOWEVER, that Employee has complied with all policies and 
procedures relating to the reimbursement of such expenses as shall, from time 
to time, be established by the Company.

          (e)  VACATION AND SICK LEAVE.  During the Term of employment, 
Employee shall be permitted to take vacations with such frequency and of such 
duration as are consistent with the executive vacation policies of the 
Company in effect on the date of this Agreement so long as the absence of 
Employee does not interfere in any material respect with the performance by 
Employee of Employee's duties hereunder.  Employee shall also be entitled to 
sick leave according to the sick leave policy which the Company may adopt 
from time to time.

     4.   TERMINATION.

          (a)  DEATH OR DISABILITY.  This Agreement shall terminate 
automatically upon the Employee's death.  If the Company determines in good 
faith that the Disability of the Employee has occurred (pursuant to the 
definition of "Disability" set forth below), it may give to the Employee 
written notice of its intention to terminate the Employee's employment.  In 
such event, the Employee's employment with the Company shall terminate 
effective on the 30th day after receipt of such notice by the Employee (the 
"Disability Effective Date"), provided that, within the 30 days after such 
receipt, the Employee shall not have returned to full-time performance of the 
Employee's duties.  For purposes of this Agreement, "Disability" means 
disability which, at least 26 weeks after its commencement, is determined to 
be total and permanent by a physician selected by the Company or its insurers 
and acceptable to the Employee or the Employee's legal representative (such 
agreement as to acceptability not to be withheld unreasonably).

          (b)  CAUSE.  The Company may terminate the Employee's employment 
for "Cause."  For purposes of this Agreement, "Cause" means:

               (i)  an act or acts of personal dishonesty taken by the Employee
     at the expense of the Company,
     
               (ii) a material violation or repeated violations by the Employee
     of the Employee's obligations under Section 1 of this Agreement which are
     demonstrably willful or deliberate on the Employee's part, or
     
               (iii) the conviction of the Employee of a felony or
     misdemeanor that adversely affects the Company's business, reputation or
     standing in the community.
     
          (c)  NOTICE OF TERMINATION.  Any termination by the Company for 
Cause shall be communicated by Notice of Termination to the other party 
hereto given in accordance with Section 9 of this Agreement.  For purposes of 
this Agreement, a "Notice of Termination" means a written notice which

               (i)  indicates the specific termination provision in this
     Agreement relied upon,
     
               (ii) sets forth in reasonable detail the facts and circumstances
     claimed to provide a basis for termination of the Employee's employment
     under the provision so indicated, and
     
               (iii) if the Date of Termination (as defined below) is other
     than the date of receipt of such notice, specifies the termination date
     (which date shall be not more than fifteen (15) days after the giving of
     such notice).  

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          (d)  DATE OF TERMINATION.  "Date of Termination" means the date of 
receipt of the Notice of Termination or any later date specified therein, as 
the case may be; PROVIDED, HOWEVER, that

               (i)  if the Employee's employment is terminated by the Company
     other than for Cause or Disability, the Date of Termination shall be the
     date on which the Company notifies the Employee of such termination, and
     
               (ii) if the Employee's employment is terminated by reason of
     death or Disability, the Date of Termination shall be the date of death of
     the Employee or the Disability Effective Date, as the case may be.
     
     5.   OBLIGATIONS OF THE COMPANY UPON TERMINATION.

          (a)  DEATH.  If the Employee's employment is terminated by reason 
of the Employee's death, this Agreement shall terminate without further 
obligations to the Employee's legal representatives under this Agreement, 
other than those obligations accrued or earned and vested (if applicable) by 
the Employee as of the Date of Termination, including, for this purpose

               (i)  the Employee's full Base Salary through the Date of
     Termination at the rate in effect on the Date of Termination or, if higher,
     at the highest rate in effect at any time from the 90-day period preceding
     the Effective Date through the Date of Termination (the "Highest Base
     Salary"), and
     
               (ii) the product of any bonus or incentive plan paid to the
     Employee for the last full fiscal year and a fraction, the numerator of
     which is the number of days in the current fiscal year through the Date of
     Termination, and the denominator of which is 365, and
     
               (iii) any compensation previously deferred by the Employee
     (together with any accrued interest thereon) and not yet paid by the
     Company and any accrued vacation pay not yet paid by the Company (such
     amounts specified in clauses (i), (ii) and (iii) are hereinafter referred
     to as "Accrued Obligations").
     
          All such Accrued Obligations shall be paid to the employee's estate 
or beneficiary, as applicable, in a lump sum in cash within 30 days of the 
Date of Termination.  anything in this Agreement to the contrary 
notwithstanding, the Employee's family shall be entitled to receive benefits 
at least equal to the most favorable benefits provided by the Company to 
surviving families of employees of the Company under such plans, programs, 
practices and policies relating to family death benefits, if any, in effect 
at the time of Employee's death.

          (b)  DISABILITY.  If the Employee's employment is terminated by 
reason of the Employee's Disability, this Agreement shall terminate without 
further obligations to the Employee, other than those obligations accrued or 
earned and vested (if applicable) by the Employee as of the Date of 
Termination, including for this purpose, all Accrued Obligations. All such 
Accrued Obligations shall be paid to the employee in a lump sum in cash 
within 30 days of the Date of Termination.  Anything in this Agreement to the 
contrary notwithstanding, the Employee shall be entitled after the Disability 
Effective Date to receive disability and other benefits at least equal to the 
most favorable of those provided by the Company to disabled employees or 
their families in accordance with such plans, programs, practices and 
policies relating to disability, if any, in accordance with the most 
favorable plans, programs, practices and policies of the Company in effect at 
any time during the 90-day period immediately preceding the Effective Date 
or, if more favorable to the employee and the Employee's family, as in effect 
at any time thereafter with respect to other key employees of the Company and 
their families.

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          (c)  CAUSE.  If the Employee's employment shall be terminated for 
Cause, the Company's obligations to the Employee shall terminate other than 
the obligation to pay to the Employee the Highest Base Salary through the 
Date of Termination plus the amount of any compensation previously deferred 
by the Employee (together with accrued interest thereon).

          (D)  OTHER THAN FOR CAUSE OR DISABILITY.  If, during the Term, the 
Company shall terminate the Employee's employment other than for Cause, 
Disability, or death, the Company shall continue in accordance with the 
Company's normal payroll procedures to pay Employee his Highest Base Salary 
for a period of six (6) months from the Date of Termination or for the 
remaining term of this Agreement, whichever period is shorter (the "Severance 
Period"). In addition, upon such termination Employee shall receive (a) an 
amount that equals the product of (i) the bonus paid to Employee for the last 
fiscal year and (ii) a fraction, the numerator of which is the number of days 
in the current fiscal year through the Date of Termination and the 
denominator of which is 365; (b) any compensation previously deferred by 
Employee (together with any accrued interest thereon) and not yet paid by the 
Company; and (c) any accrued vacation pay not yet paid by the Company.  Any 
amounts payable to Employee under this Section 5(d) shall be reduced and 
offset by the amount of any compensation received by Employee for other 
employment during the Severance Period.  During the Severance Period, Employee
shall use his best efforts to find employment consistent with the covenants 
of Employee in the Noninterference Agreement and Sections 7 and 8 hereof.  
During the Severance Period, or such longer period as any plan, program, 
practice or policy may provide, the Company shall continue benefits to the 
Employee and the Employee's family at least equal to those which would have 
been provided to them in accordance with the plans, programs, practices and 
policies described in Section 3(c) of this Agreement if the Employee's 
employment had not been terminated or provide continuation coverage as set 
forth under Part 6 of Title I of the Employee Retirement Income Security Act 
of 1974, as amended, at the option of the Board of Directors of the Company.

     6.   NON-EXCLUSIVITY OF RIGHTS.  Nothing in this Agreement shall prevent 
or limit the Employee's continuing or future participation in any benefit, 
bonus, incentive or other plans, programs, policies or practices, provided by 
the Company and for which the Employee may qualify.  Amounts which are vested 
benefits or which the Employee is otherwise entitled to receive under any 
plan, policy, practice or program of the Company at or subsequent to the Date 
of Termination shall be payable in accordance with such plan, policy, 
practice or program.

     7.   NONINTERFERENCE AGREEMENT.  The terms and conditions of the 
Noninterference Agreement entered into of even date herewith should be 
incorporated herein and made part hereof by this reference.  Employee and the 
Company agree that the Company would suffer irreparable harm and incur 
substantial damage if Employee were to breach the Noninterference Agreement. 

     8.   CONFIDENTIALITY.  For purposes of this Agreement, "Confidential 
Information and Trade Secrets" shall mean all information, ideas, know how, 
trade secrets, processes, computer code generated or developed, software or 
programs and related documentation, methods, practices, fabricated 
techniques, technical plans, customer lists, pricing techniques, marketing 
plans, financial information and all other compilations of information which 
relate to the Business of, and are owned by, the Company, which were not 
known generally to others engaged in the Business of the Company and which 
the Company has taken affirmative actions to protect from public disclosure 
or which do not exist in the public domain. Employee acknowledges that, 
during his term of employment with the Company, he shall have access to and 
become familiar with Confidential Information and Trade Secrets that are 
owned by the Company.  Employee shall not use, in any way, or disclose any of 
the Confidential Information and Trade Secrets, directly or indirectly, 
either during the term of his employment or at anytime thereafter, except as 
required in the course of his employment.  All computer code, programs, 
files, records, documents, information, data and similar items and 
documentation relating to the Business of the Company, whether prepared by 
Employee or otherwise, coming into Employee's possession, shall

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remain the exclusive property of the Company unless owned by Employee.  The 
obligations of this Section 8 are continuous and shall survive the 
termination of Employee's employment with the Company.

     9.   NOTICES.  Any notice or other communication required or permitted 
to be given hereunder shall be in writing and deemed to have been given when 
delivered in person or whendispatched by telegram or electronic facsimile 
transfer (confirmed in writing by mail, registered or certified, return 
receipt requested, postage prepaid, simultaneously dispatched) to the 
addressees at the addresses specified below.

     IF TO EMPLOYEE:     Mr. Ernest Buys
                         4649 Hinton Drive
                         Plano, Texas 75024

     IF TO THE COMPANY:  545 E. John Carpenter Freeway
                         Suite 1900
                         Irving, Texas  75062
                         Attention:  Jon Halbert
                         Phone No.:  (214) 830-6199
                         Fax No.:  (214) 830-6196

or to such other address or fax number as either party may from time to time 
designate in writing to the other.

     10.  ENTIRE AGREEMENT.  Subject to Section 7 hereof, this Agreement 
constitutes the entire agreement between the parties hereto relating to the 
subject matter hereof, and supersedes all prior agreements and 
understandings, whether oral or written, with respect to the same.  No 
modification, alteration, amendment or recision of or supplement to this 
Agreement shall be valid or effective unless the same is in writing and 
signed by the parties hereto.

     11.  GOVERNING LAW.  This Agreement and the rights and duties of the 
parties hereunder shall be governed by, construed under and enforced in 
accordance with the laws of the State of Texas.

     12.  ASSIGNMENT.  This Agreement shall inure to the benefit of and be 
binding upon the parties hereto and their respective heirs, personal 
representatives, successors and permitted assigns.  Subject to the prior 
written consent of Employee, the rights, duties and obligations under this 
Agreement are assignable by the Company to a successor of all or 
substantially all of the business or assets of the Company.  The rights, 
duties and obligations of Employee under this Agreement shall not be 
assignable.

     13.  SEVERABILITY.  The parties hereto further agree that if at any time 
it shall be determined that the restrictions contained in Section 7 or 8 are 
unreasonable as to time or area, or both, by any court of competent 
jurisdiction, the Company shall be entitled to enforce this Agreement for 
such period of time and within such area as may be determined to be 
reasonable by such court and the court shall have the authority to construe 
reform and enforce the terms of this Agreement for the benefit of the Company 
to the maximum extent possible.  It is the intent of the parties hereto that 
the provisions hereof be enforceable to the fullest extent permitted by 
applicable law.  This Agreement may be enforced by the Company or any of its 
affiliates engaged in the Business. 

     14.  SURVIVAL.  No termination of Employee's employment by any of the 
parties hereto shall reduce or terminate Employee's covenants and agreements 
in the Noninterference Agreement and  Section 7 and 8 hereof. 

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     15.  REMEDIES.  Employee and the Company recognize that the services to 
be rendered under this Agreement by Employee are special, unique, and of 
extraordinary character, and that in the event of the breach by Employee of 
the terms and conditions of the Noninterference Agreement and Sections 7 and 
8 hereof, the Company shall be entitled, if it so elects, to institute and 
prosecute proceedings in any court of competent jurisdiction, either in law 
or in equity, to obtain damages for any breach thereof or to enforce the 
specific performance thereof by Employee.  

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

                                       ADVANCE PARADIGM, INC.

                                       By:  /s/  Jon S. Halbert
                                         ------------------------------------
                                            Jon S. Halbert
                                            Executive Vice President


                                       EMPLOYEE


                                         /s/ Ernest Buys 
                                         ------------------------------------
                                         Ernest Buys 






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                                  EXHIBIT "A"

                                FRINGE BENEFITS


1.   INCENTIVE PLAN.  The Employee shall be entitled to participate in the
     annual executive incentive compensation plan. Subject to the discretion of
     the Board of Directors of the Company or APS, the potential payout to the
     Employee, if any, will be a subjective amount payable annually

2.   CAR ALLOWANCE.  Employee shall be provided a $500 per month car allowance. 
     At year end, the value of this benefit will be reported as required by the
     IRS regulations on Employee's Form W-2.





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