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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 $350,000.

     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 any
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                  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.


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                               Signed by William J. Goss

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