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EXHIBIT 10.9A
                    FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
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     This First Amendment dated as of September 27, 1996 is to the Employment
Agreement between Value Health, Inc. (the "Company") and William J. Goss  (the
"Executive"), dated as of  September 2, 1995 ("Employment Agreement").

                              W I T N E S S E T H
                              - - - - - - - - - -

     WHEREAS, the Company and the Executive desire to amend the Employment
Agreement as follows, as permitted under Section 13 of the Employment Agreement:

     1.   Section 7 of the Employment Agreement is hereby deleted and the
following is added in its place:

          7.   TERMINATION AFTER A STRATEGIC TRANSACTION.  In the event of a
               "Strategic Transaction" of the Company (as defined in Section 16
               of this Agreement), if, within twenty-four (24) months following
               closing of such Strategic Transaction (or at any time prior
               thereto but in contemplation thereof): (i) the Executive is
               terminated without cause; (ii) the Executive is not retained in
               an executive position of responsibility, authority and
               compensation comparable in all material respects to the position
               of the Executive immediately prior to the Strategic Transaction;
               (iii) the Executive does not retain all rights and privileges
               accorded under this Agreement as a result of the Strategic
               Transaction; (iv) the Executive terminates his employment with
               the Company due to either a material reduction in responsibility,
               authority or compensation, or a requirement that the Executive
               relocate, each on account of the Strategic Transaction; then the
               Executive shall receive within five (5) business days following
               the date of termination, a lump sum payment (less all amounts
               required to be withheld and deducted) equal to 2.5 times the sum
               of the Executive's then current base compensation and annual
               performance bonus at the target level for the year in which such
               termination occurs, and the Executive shall be deemed to have
               been terminated without cause for purposes of Section 6.  In
               addition, in the event of a termination of the Executive in
               accordance with the preceding sentence: (i) the Executive shall
               receive the same health benefits available to Company executives,
               upon the same terms and conditions and at the same cost to the
               Executive, for the lesser of one (1) year from the date of
               termination or the first day of the first month in which the
               Executive obtains new employment providing health benefits
               coverage; and (ii) unvested stock options or stock awards granted
               to the Executive under the 1991 Stock Plan shall become fully
               vested as of the termination date.
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     2.   Section 16 is hereby added to the Employment Agreement to read in its
entirety as follows:

               16.  STRATEGIC TRANSACTION. A Strategic Transaction shall be
               deemed to occur if at any time during the term of this Agreement
               any of the following events occur:

               (i)  The Company is merged, consolidated or reorganized into or
                    with another corporation or other legal person, and as a
                    result of such merger, consolidation or reorganization, less
                    than 50% of the combined voting power of the then-
                    outstanding securities of such corporation or person
                    immediately after such transaction are held in the aggregate
                    by the holders of Voting Stock (as that term is hereafter
                    defined) of the Company immediately prior to such
                    transaction;

              (ii)  The Company sells or otherwise transfers all or
                    substantially all of its assets to any other corporation or
                    other legal person, and as a result of such sale or
                    transfer, less than 50% of the combined voting power of the
                    then-outstanding voting securities of such corporation or
                    person are held in the aggregate by the holders of Voting
                    Stock of the Company immediately prior to such sale;

             (iii)  There is a report filed on Schedule 13D or Schedule 14D-1
                    (or any successor schedule, form or report), each as
                    promulgated pursuant to the Securities Exchange Act of 1934
                    (the "Exchange Act"), disclosing that any person as the term
                    "person" is used in Section 13(d)(3) or Section 14(d)(2) of
                    the Exchange Act) has become the beneficial owner (as the
                    term "beneficial owner" is defined under Rule 13d-3 or any
                    successor rule or regulation promulgated under the Exchange
                    Act) of securities representing 20% or more of the combined
                    voting power of the then-outstanding securities of the
                    Company entitled to vote generally in the election of
                    members of the Board of Directors of the Company ("Voting
                    Stock");

              (iv)  The Company files a report or proxy statement with the
                    Securities and Exchange Commission pursuant to the Exchange
                    Act disclosing in response to Form 8-K or Schedule 14A (or
                    any successor schedule, form or report or item therein) that
                    a strategic transaction of the Company has or may have
                    occurred or will or may occur in the future pursuant to any
                    then-existing contract or transaction;

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               (v)  If during the period of two (2) consecutive years
                    individuals who at the beginning of any such period
                    constitute the members of the Board of Directors of the
                    Company (the "Directors") cease for any reason to constitute
                    at least a majority thereof unless the election, or the
                    nomination for election by the Company's shareholders, of
                    each Director first elected during such period was approved
                    by a vote of at least two-thirds of the Directors then still
                    in office who were Directors at the beginning of any such
                    period (excluding for this purpose the election of any new
                    Director in connection with an actual or threatened election
                    of proxy contest);

               (vi) The Company: (i) sells at least 85% of the assets or
                    outstanding stock of a subsidiary to an unrelated party (or
                    completes a transaction having a similar effect), (ii)
                    distributes all or substantially all of the common stock of
                    a subsidiary as a dividend to stockholders of the Company;
                    or (iii) sells voting stock of a subsidiary in an
                    underwritten public offering.
 
     3.   Section 3 of the Employment Agreement is hereby amended by replacing
the first sentence thereof with the following:

               The Company shall pay the Executive base compensation for his
               services at an annual rate of $240,000.

     4.   Section 3 of the Employment Agreement is hereby further amended by
          adding the following at the end thereof:

               Within two (2) weeks after the closing of the first Strategic
               Transaction, the Executive shall be awarded an additional
               discretionary bonus determined by the Chief Executive Officer of
               the Company, that shall be no less than $1,000,000.

     5.   Section 17 is hereby added to the Employment Agreement to read in its
entirety as follows:

               17.  Indemnification.  If there is a final determination that
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               any portion of the amounts payable to the Executive under the
               Employment Agreement constitutes an "excess parachute payment" as
               such term is used in Section 280G and 4999 of the Internal
               Revenue Code, then the Company shall pay to the Executive an
               additional sum such that after all taxes applicable to the
               receipt of such amount have been subtracted therefrom, the
               remaining amount will equal the sum of the amount of the tax
               imposed with respect to the "excess parachute payment", plus any
               interest and penalties thereon.

     6.   The Employment Agreement, except as herein amended, is hereby
ratified, confirmed and approved in all respects.

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

                                         Signed on behalf of
                                         Value Health, Inc.

                                         _________________________________


                                         __________________________________
                                         Signed by William J. Goss

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