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 Exhibit 10.5a

                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
                     ---------------------------------------

           This First Amendment dated as of September 27, 1996, is to the
Employment Agreement between Value Health, Inc. (the "Company") and Robert E.
Patricelli (the "Executive"), dated as of September 1, 1993 ("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 14 of the Employment Agreement:

           1.  Section 8 of the Employment Agreement is hereby deleted and the
following is added in its place:

               8.  Termination After a Strategic Transaction. In the event of a
                   "Strategic Transaction" of the Company (as defined in Section
                   17 of this Agreement), if, within twenty-four (24) months
                   following the 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 7. In addition, in the event of
                   a termination of the Executive in accordance with the
                   preceding sentence, 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.

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

                   17.  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 4 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 $682,500.

           4.  Section 18 is hereby added to the Employment Agreement to read in
its entirety as follows:

                        18. 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 Robert E. Patricelli


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