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Exhibit 10.6a

                     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 Steven J.
Shulman (the "Executive"), dated as of March 1, 1994 ("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 $420,000.

           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 Steven J. Shulman

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