CONSULTANT AGREEMENT

     Agreement made this 17th day of March between Coordinated Health Partners,
Inc., doing business as BlueCHiP, Coordinated Health Partners ("BlueCHiP") a
Rhode Island corporation incorporated and organized as a health maintenance
organization, and Care Advantage Health Systems, Inc. (CONSULTANT);

     WHEREAS, BlueCHiP desires to retain the services of the Consultant to
provide certain consulting services to BlueCHiP as more specifically set forth
herein, and the Consultant desires to provide such consulting services, all
pursuant to and in accordance with the terms and conditions more specifically
set forth herein.

     NOW THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, it is hereby agreed as follows:

1)   Terms of Agreement:

     This Agreement shall be effective as of the date first set forth above and
     shall remain in effect for a twelve (12) month period, unless earlier
     terminated by either party hereto. Either party may terminate this
     Agreement without cause upon sixty (60) days prior written notice. This
     Agreement may be terminated immediately by BlueCHiP for cause. The
     following events constitute termination for cause:

     a)   Whenever the Consultant shall cease to be licensed, certified, or
          otherwise qualified under any applicable laws of the State of Rhode
          Island;
     b)   The material breach by the Consultant of any of the terms or
          conditions of this Agreement; or
     c)   The death of the Consultant.

2)   Duties:

     Consultant's duties and activities may include, but not be limited to the
     following:

     a)   Review prospectively, concurrently, and retrospectively, requests for
          covered services for purposes of determining medical appropriateness;
     b)   Where requested by the Medical Director or his/her designee,
          communicate with BlueCHiP contracted and other providers regarding
          such determinations;
     c)   Assist in the education and training of claims administration and
          claims adjudication personnel of BlueCHiP;
     d)   Assist in the development, implementation, and evaluation of ongoing
          effectiveness of BlueCHiP medical and administrative policies; and
          Quality Assessment and Improvement activities; and,
     e)   Perform those duties set forth in Attachment B, attached hereto and
          incorporated herein by reference.

     Those individuals who shall perform services under this Agreement on behalf
     of Consultant shall be those persons named in Attachment C, attached hereto
     and incorporated herein by reference. In the event that any of those
     individuals named in Attachment C will no longer provide services under
     this Agreement, the parties agree to amend Attachment C to reflect those
     individuals who will perform services under this Agreement.

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CONSULTANT AGREEMENT                                                 Page 1 of 7

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3)   Consulting Activities:

     The Consultant's duties and activities, as set forth in Section 2 hereof,
     shall be subject to the following terms and conditions:

     a)   All Determinations, opinions and/or guidelines made or prepared by
          Consultant in the course of such Consultant's engagement by BlueCHiP
          shall be in writing and shall contain appropriate reasons for same and
          shall be signed by the Consultant.
     b)   The services of the Consultant will be on an "as needed" basis, as
          determined by BlueCHiP from time to time. BlueCHiP maintain the
          exclusive right to make all final determinations regarding the medical
          necessity of treatment or services, the reimbursement of such
          treatment or services, and whether a review can be completed in a
          designated timeframe.
     c)   The Consultant shall at all times maintain the confidentiality of a
          BlueCHiP enrollee's confidential health care information. The
          Consultant agrees not to disclose an BlueCHiP enrollee's confidential
          health care information to any individual or entity and for any
          purposes other than those permitted under applicable Federal and State
          Laws and Regulations, including, without limitation, the
          Confidentiality of Health Care Information Act, RI General Laws SS
          5-37.3-1 et seq. (1995).
     d)   When performing utilization review, the Consultant shall abide by any
          BlueCHiP policies established in connection with the Health Care
          Services - Utilization Review Act, RI General Laws SS 23-17.12-1 et
          seq. (1995), and any other obligations imposed on an individual
          conducting utilization review under such Act.
     e)   The Consultant shall at all times maintain the confidentiality of
          information obtained by the Consultant in the fulfillment of
          Consultant's administrative responsibilities, including information
          obtained by Consultant in the course of peer review programs,
          utilization review and quality assessment and improvement programs. In
          doing so, Consultant shall be bound by provision of applicable law as
          well as BlueCHiP Pollicies and Procedures established from time to
          time.
     f)   Consultant shall provide BlueCHiP with the identity and qualifications
          of all physician reviewers used by Consultant in the course of meeting
          its obligations under this consulting agreement. Consultant shall use
          only physicians that are Board Certified in the discipline of review,
          if Board Certification exists for the discipline.
     g)   All services rendered by Consultant are under the direction of the
          BlueCHiP Medical Director or designee. 

4)   Compensation:

     For services provided by the Consultant under this Agreement, BlueCHiP
     shall pay the Consultant in accordance with the Fee Schedule attached
     hereto as Attachment A and incorporated herein by reference.

5)   Restrictive Covenants:

     a)   Consultant shall comply with all conflict of interest policies of
          BlueCHiP in force from time to time, shall periodically complete a
          disclosure form as requested by Coordinated Health Partners, Inc., and
          shall disclose all potential conflicts as they may arise in the course
          of the Consultant's consulting activity. During the term of this
          Agreement, the Consultant covenants and agrees not to engage in any
          activities which might interfere with the Consultant's ability to
          perform the Consultant's duties and activities under this Agreement.
          With the exception of Blue Cross & Blue Shield of Rhode Island, the
          Consultant shall not accept similar engagement with or serve in a
          similar capacity with 

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CONSULTANT AGREEMENT                                                 Page 2 of 7

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          any other organization which is at such time conducting business
          within the State of Rhode island and engaged in a business of a like
          or similar matter to the activities or business now or hereafter
          conducted by BlueCHiP without the written permission of BlueCHiP.
     b)   During the term of the Agreement and thereafter, the Consultant
          covenants and agrees not to duplicate, reproduce, or misappropriate
          any information confidential or proprietary to BlueCHiP, including
          without limitation, any and all information, manuals, know-how, uses,
          capabilities, studies, analyses, communications, reports, data and all
          other documents, with respect to BlueCHiP operations and activities
          (the "Confidential Information") for the Consultant's own benefit, and
          shall keep confidential and shall not disclose Confidential
          Information to any third party without the prior written consent of
          BlueCHiP, which consent may be withheld in BlueCHiP's sole and
          absolute discretion. Nothing shall prevent the Consultant from
          transferring such Confidential Information to any third party pursuant
          to the requirements of such consultant's duties and activities and in
          accordance with the terms of this Agreement or from disclosing such
          Confidential Information when the Consultant is required to do so by
          law.
     c)   All documents, of any kind or nature, developed by the Consultant as
          part of the Consultant's activities and duties under this Agreement
          (the Proprietary Documents") shall remain the exclusive property of
          BlueCHiP. The Consultant shall not use, employ, rely upon, copy from
          or otherwise incorporate in other documents or in other form such
          Proprietary Documents in the State of Rhode Island at any time or for
          any purpose, including, without limitations, when performing services
          for, or for the benefit of, any insurer, health maintenance
          organization, or third party payor. The Consultant shall not use such
          Proprietary Documents in the Sate of Rhode Island as the basis to
          develop forms of any kind for utilization review or related
          activities. Upon termination of this Agreement, the Consultant shall
          return any Proprietary Documents in the Consultant's possession to
          BlueCHiP.
     d)   The Consultant shall comply with and be subject to BlueCHiP
          Operational Procedures in effect from time to time. The Operational
          Procedures shall be those governing the internal administration and
          operation of BlueCHiP. The Consultant shall comply with any BlueCHiP
          policies, procedures or committee bylaws, adopted from time to time,
          necessary for BlueCHiP to obtain and maintain accreditation from an
          accreditation organization, including, but not limited to, the
          National Committee for Quality Assurance.
     e)   The parties hereto are independent contractors and the Consultant
          shall not be construed to be the agent, employee, or representative of
          BlueCHiP. Neither party hereto may bind the other party in any
          respect, except as set forth in this Agreement.

6)   Indemnification:  

     a)   BlueCHiP shall indemnify and hold consultant harmless from and against
          any and all loss, cost, and expense (including reasonable attorneys'
          fees and costs) necessary for the defense of Consultant in connection
          with any claim, demand, suit, action, cause of action or proceeding by
          a third party arising as a result of the performance of the
          Consultant's duties under this Agreement from and after the date of
          execution hereof, provided that in connection with the performance of
          any duty giving rise to such claim, demand, suit, action, cause of
          action or proceeding, the Consultant acted (i.), in good faith and
          (ii.) 

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CONSULTANT AGREEMENT                                                 Page 3 of 7


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          in a manner not opposed to the interests of BlueCHiP, and (iii.)
          non-negligently and without willful or intentional misconduct.

     b)   Consultant shall indemnify and hold BlueCHiP harmless from and against
          any and all loss, cost, and expense (including reasonable attorneys'
          fees and costs) necessary for the defense of BlueCHiP in connection
          with any claim, demand, suit, action, cause of action or proceeding by
          a third party arising as a result of the performance of the BlueCHiP
          duties under this Agreement from and after the date of execution
          hereof, provided that in connection with the performance of any duty
          giving rise to such claim, demand, suit, action, cause of action or
          proceeding, BlueCHiP acted (i.) in good faith and (ii.) in a manner
          not opposed to the interests of the consultant, and (iii.)
          non-negligently and without willful or intentional misconduct.
          Notwithstanding anything herein to the contrary, this section is not
          intended to obligate Consultant to compensate BlueCHiP for the costs
          of medical services that BlueCHiP is contractually obligated to
          provide.

7)   Miscellaneous:

     This Agreement shall be governed, construed, and interpreted under the laws
     of the State of Rhode Island. Section headings are for reference purposes
     only. This Agreement shall be binding upon and inure to the benefit of
     BlueCHiP, its successors and assigns, and to the Consultant, his/her heirs,
     administrators, successors and assigns. This Agreement constitutes the
     entire understanding of the parties hereto and supersedes all prior
     representations and understandings whether oral or written. The invalidity
     or unenforceability of any provision hereof shall in no way affect the
     validity and enforceability of any other provisions. The waiver by either
     party of a breach or violation of any provision hereof shall not operate or
     be construed as a waiver of any other breach or violation hereof. Neither
     this Agreement nor any interest herein shall be assigned by the Consultant
     without the express prior written consent of BlueCHiP, which consent my be
     withheld in BlueCHiP's sole and absolute discretion provided, however if
     Consultant desires to assign this agreement to its parent, a subsidiary, or
     an affiliate, BlueCHiP shall not unreasonably withhold its consent to such
     assignment.

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

COORDINATED HEALTH PARTNERS, INC.      CONSULTANT

BlueCHiP

By:___________________________         By:_________________________________

                                                For:  CareAdvantage, Inc.

Title:                                 Tax ID#:

Date:                                  Date:

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CONSULTANT AGREEMENT                                                 Page 4 of 7


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                                  ATTACHMENT A
                                  COMPENSATION
                             Exhibit A/FEE SCHEDULE

CareAdvantage, Inc.
One Empire Plaza
Providence, RI  02903

On the twenty-first (21) day of April 1997, and on the 21st day of each month
thereafter during the term of this Agreement, BlueCHiP shall pay Consultant for
its services under this Agreement forty-eight cents ($0.48) for each BlueCHiP
member on such date. In addition, Consultant shall be compensated for services
provided to BlueCHiP from March 17, 1997 through April 18, 1997 on an hourly
basis at the rate of one hundred dollars ($100) per hour, which compensation
shall be paid by BlueCHiP within thirty (30) days of its receipt of an invoice
for such services.

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CONSULTANT AGREEMENT                                                 Page 5 of 7

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                                  ATTACHMENT B
                                     DUTIES

CareAdvantage, Inc.
One Empire Plaza
Providence, RI  02903

o    Participate as a member or guest of any internal or external committee
     specified by BlueCHiP, in accordance with the duties, functions, and
     procedures of those committees as defined in BlueCHiP Policies &
     Procedures.

o    Utilization management case reviews, including communication with providers
     as necessary to gather information.

o    Policy and Procedure Reviews

o    Utilization management guidelines: formulations and/or review

o    Formulation and/or review of clinical care guidelines

o    Other duties as from time to time arise and to which Consultant agrees to
     perform. All duties shall be in a field within the scope of Consultant's
     license.

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CONSULTANT AGREEMENT                                                 Page 6 of 7

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                                  ATTACHMENT C
                   CAREADVANTAGE, INC. PHYSICIAN CONSULTANTS

Marylou Buyse, M.D.
Robert Coit, M.D.
Stephen Deutsch, M.D.
Gary Friedman, M.D.
Rosario Noto, M.D.

     +    Other reviews may be added with the approval of the BlueCHiP Medical
          Director without amendment.

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CONSULTANT AGREEMENT                                                 Page 7 of 7