Exhibit 10.1

               SECOND AMENDMENT TO BUSINESS LOAN
                           AGREEMENT

     This Second Amendment to Business Loan Agreement (the
"Amendment") is entered into as of May 31, 1999, among Bank of
America National Trust and Savings Association (the "Bank"),
Sunquest Information Systems, Inc. ("Borrower 1"), Sunquest
Europa Limited ("Borrower 2"), Antrim Corporation ("Borrower 3"),
Sunquest Pharmacy Information Systems, Inc. ("Borrower 4") and
Sunquest Germany GmbH ("Borrower 5") (Borrower 1, Borrower 2,
Borrower 3, Borrower 4 and Borrower 5 are sometimes referred to
collectively as the "Borrowers" and individually as the
"Borrower").

                            RECITALS

     A.   The Bank and the Borrowers entered into a certain
Business Loan Agreement dated as of December 30, 1997, as amended
by a First Amendment to Business Loan Agreement dated as of April
30, 1999 (the "Agreement").

     B.   The Bank and the Borrowers desire to amend the
Agreement.

                           AGREEMENT

     1.   Definitions.  Capitalized terms used but not defined in
this Amendment shall have the meaning given to them in the
Agreement.

     2.   Amendments.  The Agreement is hereby amended as follows:

          (a)  Paragraph 1.2 of the Agreement is hereby amended
     by deleting the date "May 31, 1999" and inserting the date
     "April 28, 2000" in place thereof.

          (b)  The text of Paragraph 1.8 of the Agreement is
     hereby deleted in its entirety and the words "Intentionally
     Omitted" are inserted in place thereof.  All references in
     the Agreement to the "Offshore Rate" shall be deleted or, as
     the context may require, shall be deemed to refer to the
     "LIBOR Rate."

          (c)  Paragraph 1.9(c) of the Agreement is hereby
     amended and restated in its entirety so as to read as
     follows:

          "(c) The "LIBOR Rate" means the interest rate
     determined by the following formula:

          LIBOR Rate   =    LIBOR Base Rate
                            ------------------------------------
                            1.00 - Eurodollar Reserve Percentage

          Where,

          "LIBOR Base Rate" means, for such interest period:

          (i)  the rate per annum (carried out to the fifth
               decimal place) equal to the

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               rate determined by Bank to be the offered rate that appears
               on the page of the Telerate Screen that displays an
               average British Bankers Association Interest
               Settlement Rate (such page currently being page
               number 3750) for deposits in U.S. dollars (for
               delivery on the first day of such interest period)
               with a term equivalent to such interest period,
               determined as of approximately 11:00 a.m. (London
               time) two Business Days prior to the first day of
               such interest period, or

          (ii) in the event the rate referenced in the preceding
               clause (i) does not appear on such page or service
               or such page or service shall cease to be
               available, the rate per annum (carried to the
               fifth decimal place) equal to the rate determined
               by Bank to be the offered rate on such other page
               or other service that displays an average British
               Bankers Association Interest Settlement Rate for
               deposits in U.S. dollars (for delivery on the
               first day of such interest period) with a term
               equivalent to such interest period, determined as
               of approximately 11:00 a.m. (London time) two
               Business Days prior to the first day of such
               interest period, or

         (iii) in the event the rates referenced in the
               preceding clauses (i) and (ii) are not available,
               the rate per annum determined by Bank as the rate
               of interest at which U.S. dollar deposits (for
               delivery on the first day of such interest period)
               in same day funds in the approximate amount of the
               applicable LIBOR Rate portion and with a term
               equivalent to such interest period would be
               offered by Bank's London Branch to major banks in
               the offshore U.S. dollar market at their request
               at approximately 11:00 a.m. (London time) two
               Business Days prior to the first day of such
               interest period.

               "Eurodollar Reserve Percentage" means, for any day
               during any interest period, the reserve percentage
               (expressed as a decimal, rounded upward to the
               next 1/100th of 1%) in effect on such day
               applicable to Bank under regulations issued from
               time to time by the Board of Governors of the
               Federal Reserve System for determining the maximum
               reserve requirement (including any emergency,
               supplemental or other marginal reserve
               requirement) with respect to Eurocurrency funding
               (currently referred to as "Eurocurrency
               liabilities").  The LIBOR Rate for each
               outstanding LIBOR Rate portion shall be adjusted
               automatically as of the effective date of any
               change in the Eurodollar Reserve Percentage."

          (c)  (i)  Paragraph 4.4 of the Agreement is hereby
     amended and restated in its entirety so as to read as
     follows:

          "4.4 Business Days.  Unless otherwise provided in this
          Agreement, a business day is a day other than a
          Saturday, Sunday, or other day on which

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          commercial banks are authorized to close under the laws of,
          or are in fact closed in, the state where the Bank's lending
          office is located and, if such day, relates to any
          amount bearing interest at the LIBOR Rate (if any), is
          any such day on which dealings in U.S. dollar deposits
          are conducted by and between banks in the offshore U.S.
          dollar interbank market.  All payments and
          disbursements which would be due on a day which is not
          a business day will be due on the next business day.
          All payments received on a day which is not a business
          day will be applied to the credit on the next business
          day."

               (ii)  The phrases "banking day" or "banking days"
          in each case where they appear in the Agreement are
          hereby amended to read "business day" or "business
          days," respectively.

          (d)  A new Paragraph 6.15 to the Agreement is hereby
     inserted directly following Paragraph 6.14 to read in its
     entirety as follows:

          "6.15 Year 2000.  Each Borrower has (a) initiated a
          review and assessment of all areas within its business
          and operations (including those affected by customers
          and vendors) that could be adversely affected by the
          "Year 2000 Problem" (that is, the risk that computer
          applications and devices containing imbedded computer
          chips used by such Borrower (or its respective
          customers and vendors) may be unable to recognize and
          perform properly date-sensitive functions involving
          certain dates prior to and any date after December 31,
          1999), (b) developed a plan and timeline for addressing
          the Year 2000 Problem on a timely basis, and (c) to
          date, implemented that plan in accordance with that
          timetable.  Based on the foregoing, such Borrower
          believes that all computer applications and devices
          containing imbedded computer chips (including those of
          its customers and vendors) that are material to its
          business and operations are reasonably expected on a
          timely basis to be able to perform properly date-
          sensitive functions for all dates before and after
          January 1, 2000, except to the extent that a failure to
          do so could not reasonably be expected to have a
          material adverse change."

          (e)  A new Paragraph 4.9 of the Agreement is hereby
     inserted directly following Paragraph 4.8 to read in its
     entirety as follows:

          "4.8 Unused Commitment Fee.  Commencing on May 31,
          1999, Borrowers shall pay to Bank an unused commitment
          fee of .25% per annum on the actual daily unused
          portion of the Commitment, computed on a quarterly
          basis in arrears on the last business day of each
          calendar quarter based on the daily utilization for
          that quarter.  The unused commitment fee shall accrue
          from such date and shall be payable quarterly in
          arrears on the last business day of each calendar
          quarter, beginning with the first calendar quarter end
          to occur after the above-mentioned commencement date
          and continuing through the Expiration Date, with the
          final payment to be made on the Expiration Date.  The
          unused commitment fee provided in this

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          paragraph shall accrue at all times after the above-mentioned
          commencement date, including at any time during which
          one or more conditions in paragraph 5 are not met."

     3.   Representations and Warranties.  When the Borrowers
sign this Amendment, each Borrower represents and warrants to the
Bank that: (a) there is no event which is, or with notice or
lapse of time or both would be, a default under the Agreement,
(b) the representations and warranties in the Agreement are true
as of the date of this Amendment as if made on the date of this
Amendment, (c) this Amendment is within such Borrower's powers,
has been duly authorized, and does not conflict with any of such
Borrower's organizational papers, and (d) this Amendment does not
conflict with any law, agreement, or obligation by which such
Borrower is bound.

     4.   Conditions.  This Amendment will become effective on
May 31, 1999 (the "Effective Date"), provided that each of the
following conditions precedent have been satisfied:

          (a)  Bank has received from each Borrower a duly executed original
     (or, if elected by the Bank an executed facsimile copy) of this
     Amendment; and

          (b)  Bank has received from each Borrower a copy of a
     resolution passed by the board of directors of such
     Borrower's corporation, certified by the Secretary or an
     Assistant Secretary of such corporation as being in full
     force and effect on the date hereof, authorizing the
     execution, delivery and performance of this Amendment.

     5.   Governing Law.  This Amendment shall be governed by and
construed in accordance with the law of the State of Arizona.

     6.   Effect of Amendment.  Except as provided in this
Amendment, all of the terms and conditions of the Agreement shall
remain in full force and effect.


     This Amendment is executed as of the date stated at the
beginning of this Amendment.  The Agreement, as amended hereby,
shall hereinafter constitute the Agreement between the parties.


                              BANK OF AMERICA NATIONAL TRUST
                              AND SAVINGS ASSOCIATION


                              By:____________________________________

                              Name:_________________________________

                              Title:___________________________________


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                              SUNQUEST INFORMATION SYSTEMS, INC.


                              By:____________________________________
                              Name:  Nina M. Dmetruk
                              Title:  Chief Financial Officer


                              SUNQUEST EUROPA LIMITED


                              By:____________________________________
                              Name:  Nina M. Dmetruk
                              Title:  Director

                              ANTRIM CORPORATION


                              By:____________________________________
                              Name:  Nina M. Dmetruk
                              Title:  Secretary


                              SUNQUEST PHARMACY INFORMATION SYSTEMS, INC.


                              By:____________________________________
                              Name:  Nina M. Dmetruk
                              Title:  Secretary


                              SUNQUEST GERMANY GMBH


                              By:____________________________________
                              Name:  Nina M. Dmetruk
                              Title:  Managing Director


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