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Exhibit 10.7a

                     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 James E.
Buncher (the "Executive"), dated as of September 8, 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 3
                   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.

           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:

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                         (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;

                         (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);

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                         (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 $350,000.

           4.  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 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.

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

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


                               Signed on behalf of
                               Value Health, Inc.


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                               Signed by James E. Buncher


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