<PAGE>

                             ADVANCE PARADIGM, INC.

                       1997 NONSTATUTORY STOCK OPTION PLAN

     1.   PURPOSE.  The purpose of this 1997 Nonstatutory Stock Option Plan (the
"Plan") is to provide a means by which directors, officers, consultants,
advisors and employees of Advance Paradigm, Inc. (the "Company") or any of its
Affiliates (as defined below), may be given an opportunity to purchase shares of
Common Stock of the Company, par value $0.01 per share ("Common Stock").  The
Plan is intended to advance the interests of the Company by encouraging stock
ownership on the part of certain directors, officers, consultants, advisors or
employees by enabling the Company (and its Affiliates) to secure and retain the
services of highly qualified persons, and by providing such persons with an
additional incentive to advance the success of the Company (and its Affiliates).
For purposes of this Plan, "Affiliate" shall mean any parent or subsidiary
corporation of the Company as defined in Sections 424(e) and (f), respectively,
of the Internal Revenue Code of 1986 (the "Code").  "Affiliation" shall refer to
a group of Affiliates.

     2.   STOCK SUBJECT TO OPTION.  Subject to adjustment as provided in
Sections 4(g) and (h) hereof, options may be granted by the Company from time to
time to purchase up to an aggregate of 300,000 shares of the Company's
authorized but unissued Common Stock; provided, however, that the number of
Shares that may be granted to any person under the Plan shall be reasonable in
relation to the purpose of the Plan.  Shares that by reason of the expiration of
an option or otherwise are no longer subject to purchase pursuant to an option
granted under the Plan may be reoptioned under the Plan.  The Company shall not
be required upon the exercise of any option, to issue and deliver any shares of
stock prior to the completion of such registration or other qualification of
such shares under any state or federal law, rule or regulation as the Company
shall determine to be necessary or desirable.

     3.   PARTICIPANTS.  All officers, directors, consultants, advisors and
employees of the Company and its Affiliates may be granted options under the
Plan.

     4.   TERMS AND CONDITIONS OF OPTIONS.  The Committee (as defined in Section
5(a) hereof) may grant options from time to time pursuant to the Plan.  Such
options shall be evidenced by written agreements substantially in the form of
the Nonstatutory Stock Option Agreement, which is attached hereto as "Appendix
A," and shall not be inconsistent with this Plan.  Shares of Common Stock that
may be purchased under an option granted pursuant to this Plan shall sometimes
hereinafter be referred to as "Option Shares."  Nothing in this Plan or an
option granted hereunder shall constitute or be evidence of any agreement or
understanding, express or implied, that the Company will retain any optionee for
any time.

          (a)  OPTION PRICE.  Except as otherwise provided in an optionee's
     Nonstatutory Stock Option Agreement, the exercise price for each Option
     Share shall be determined by the Committee but shall not be less than the
     market value of the Common Stock on the date the option is granted (the
     "Date of Grant"); provided, however, that in connection with a merger,
     consolidation or reorganization of the Company or any of its Affiliates,
     the Committee may grant options under the Plan at an option price per share
     less than the market value of the Common Stock on the Date of Grant if such
     options are

<PAGE>

     granted under the Plan in exchange for, or upon conversion of, options
     to purchase capital stock of any other entity which is a party to such
     merger, consolidation or reorganization and such option price is no
     less than the exercise price of the options which are to be exchanged or
     converted (after giving effect to any adjustment to such exercise price
     effected in accordance with the plan of merger, consolidation or
     reorganization).

          (b)  TERM OF OPTION.  Notwithstanding any other provision of this
     Plan, unless otherwise provided in an optionee's Nonstatutory Stock Option
     Agreement, each option granted under this Plan shall expire not more than
     ten years from the date the option is granted, except that under the
     circumstances described in Sections 4(f), 4(h) and 4(i), options may expire
     and terminate at an earlier date.

          (c)  EXERCISE OF OPTION.  Except as otherwise provided in an
     optionee's Nonstatutory Stock Option Agreement, each option shall be
     exercisable as to 20% of the total shares covered by such option as of the
     first anniversary of the Date of Grant, and the right to exercise with
     respect to an additional 20% of the total shares shall accrue on each of
     the four subsequent anniversaries of the Date of Grant and shall be
     cumulative; provided that options granted to directors of the Company shall
     be exercisable as to 33 1/3% of the total shares covered by such option as
     of the first anniversary of the Date of Grant, and the right to exercise
     with respect to an additional 33 1/3% of the total shares shall accrue on
     each of the two subsequent anniversaries of the Date of Grant and shall be
     cumulative.  The date of grant shall be the date set forth in any option
     agreement as the "Date of Grant."  Except as contemplated in
     Sections 4(f)(1) and 4(f)(2) hereof, where an optionee's service
     relationship with the Company and its Affiliates is terminated for any
     reason, no option shall give an optionee (or his successor) a right to
     acquire any greater number of shares than he had rights to acquire on the
     date of such termination.  The Committee may accelerate the time at which
     an option may be exercised.

          (d)  MANNER OF EXERCISE.  Option Shares purchased upon exercise of
     options shall at the time of purchase be paid for in full.  The Company
     shall satisfy its employment tax and other tax withholding obligations by
     requiring the optionee (or such optionee's estate or representative) to pay
     the amount of employment tax and withholding tax, if any, that must be paid
     under federal, state and local law due to the exercise of the option.  To
     the extent that the right to purchase shares has accrued hereunder, options
     may be exercised from time to time by written notice to the Company stating
     the full number of shares with respect to which the option is being
     exercised and the time of delivery thereof, which shall be at least fifteen
     days after the giving of such notice unless an earlier date shall have been
     mutually agreed upon by the optionee (or other person entitled to exercise
     the option) and the Company, accompanied by payment to the Company of the
     purchase price in full and the amount of employment tax and withholding tax
     due, if any, upon the exercise of the option.  Such payment shall be
     effected (i) by certified or official bank check, (ii) by the delivery of a
     number of shares of Common Stock (plus cash if necessary) having a fair
     market value equal to the amount of such purchase price and employment or
     withholding tax (subject to such restrictions or procedures as the Company
     deems necessary to satisfy Section 16(b) of the Securities Exchange Act of
     1934, as amended (the "Exchange Act")), or (iii) by delivery of the

                                     2
<PAGE>

     equivalent thereof acceptable to the Company.  The Company will, as soon as
     reasonably possible notify the optionee (or such optionee's representative)
     of the amount of employment tax and other withholding tax that must be paid
     under federal, state and local law due to the exercise of the option.  At
     the time of delivery, the Company shall, without transfer or issue tax to
     the optionee (or other person entitled to exercise the option), deliver to
     the optionee (or to such other person) at the principal office of the
     Company, or such other place as shall be mutually agreed upon, a
     certificate or certificates for the Option Shares, provided, however, that
     the time of delivery may be postponed by the Company for such period as may
     be required for it with reasonable diligence to comply with any
     requirements of law.

          (e)  ASSIGNABILITY OF OPTIONS.  Options granted hereunder may be
     transferred by the optionee thereof to one or more transferees; provided
     that (i) there may be no consideration for such transfer, (ii) the optionee
     (or such optionee's estate or representative) shall remain obligated to
     satisfy all employment tax and other withholding tax obligations associated
     with the exercise of the options, (iii) the optionee shall notify the
     Company in writing that such transfer has occurred, the identity and
     address of the permitted transferee and the relationship of the permitted
     transferee to the optionee, and (iv) such transfer shall be effected
     pursuant to transfer documents as approved by the Company, which approval
     will not be unreasonably withheld.  To the extent an option transferred
     pursuant to this Section 4(e) is not fully exercisable as of the date of
     transfer thereof, the optionee shall specify in the transfer document
     whether and to what extent the transferred options (if less than all of the
     options subject to the applicable Nonstatutory Stock Option Agreement) are
     exercisable, subject to the limitations on exercisability contained in the
     applicable Nonstatutory Stock Option Agreement.  Any transferee may not
     further assign or transfer the transferred option otherwise than (i) by
     will or the laws of the descent and distribution or (ii) with the prior
     approval of the Company, which approval will not be unreasonably withheld.
     Following any permitted transfer, any such options shall continue to be
     subject to the same terms and conditions as were applicable immediately
     prior to transfer; provided that for purposes of Sections 4(h), 4(i) and
     4(j) hereof the term "optionee" shall be deemed to refer also to each
     permitted transferee.  The events of termination of relationship in Section
     4(f) hereof shall continue to be applied with respect to the optionee,
     following which the options shall be exercisable by the transferee only to
     the extent, and for the periods specified in Section 4(f).

          (f)  TERMINATION OF RELATIONSHIP.

                    (1)  If optionee's service relationship with the Company (or
               an Affiliate) is terminated because optionee dies or becomes
               disabled within the meaning of Section 105(d)(4) of the Code,
               such option shall continue to vest in accordance with this Plan
               and the Nonstatutory Stock Option Agreement in effect for a
               period of twelve months from the date of death or disability of
               such optionee, and optionee, his estate or beneficiary shall have
               the right to exercise his options at any time within such twelve
               month period (if otherwise within the term of the option).
               Notwithstanding the foregoing, the provisions of this Section
               4(f)(1) shall

                                     3
<PAGE>

               be subject to Sections 4(b), 4(h) and 4(i), which may earlier
               terminate the option.

                    (2)  In the event that an officer, director or employee
               optionee retires from service from the Company and its Affiliates
               in accordance with the Company's or its Affiliates' retirement
               policies from time to time in effect, such option shall continue
               to vest during the lifetime of the optionee in accordance with
               the Plan and the Nonstatutory Stock Option Agreement in effect
               and may be exercised at any time during the remaining term of the
               option.  If an optionee that has retired dies subsequent to
               retirement during the term of an option, such option shall
               continue to vest in accordance with this Plan and the
               Nonstatutory Stock Option Agreement in effect and may be
               exercised within twelve months of such optionee's death (if
               otherwise within the option period), but not thereafter.
               Notwithstanding the foregoing, the provisions of this Section
               4(f)(2) shall be subject to Sections 4(b), 4(h) and 4(i), which
               may earlier terminate the option.

                    (3)  In the event that the service relationship between
               optionee and the Company and its Affiliates terminates for any
               reason, and the provisions of Sections 4(f)(1), 4(f)(2) and 4(i)
               do not apply, the option may be exercised, to the extent the
               option could be exercised immediately prior to such termination,
               at any time within ninety days (or such greater periods as the
               Committee may determine) after the date of such termination (if
               otherwise within the option period).

          (g)  ADJUSTMENT OF OPTIONS ON RECAPITALIZATION.  The aggregate number
     of shares of Common Stock for which options may be granted to persons
     participating under the Plan, the number of shares covered by each
     outstanding option, and the exercise price per share for each such option
     shall be proportionately adjusted for any increase or decrease in the
     number of issued shares of Common Stock of the Company resulting from the
     subdivision or consolidation of shares after the Date of Grant, or the
     payment of a stock dividend after the Date of Grant of the option, or other
     increase in such shares effected after the Date of Grant without receipt of
     consideration by the Company, provided, however, that any options to
     purchase fractional shares resulting from any such adjustment shall be
     eliminated, and provided further, that any such adjustment shall be made in
     a manner so as not to constitute a modification as defined in Section
     424(h)(3) of the Code.

                                     4
<PAGE>

          (h)  ADJUSTMENT OF OPTIONS UPON REORGANIZATION.  If the Company shall
     at any time participate in a reorganization and (A) the Company is not the
     surviving entity or (B) the Company is the surviving entity and the
     stockholders of Common Stock are required to exchange their shares for
     property and/or securities, the Company shall give each optionee written
     notice of such fact on or before fifteen (15) days before such
     reorganization, and each option shall be exercisable in full after receipt
     of such notice and prior to such reorganization; however, options not
     exercised prior to such reorganization shall expire on the occurrence of
     such reorganization.  In lieu of the foregoing, subject to the terms and
     conditions of the definitive reorganization documents, optionees may elect
     to have their options assumed by the successor entity or replaced with a
     comparable option to purchase shares of the capital stock of the successor
     entity.  A sale of all or substantially all the assets of the Company for a
     consideration (apart from the assumption of obligations) consisting
     primarily of securities shall be deemed a reorganization for the foregoing
     purposes.  Notwithstanding the foregoing, the provisions of this Section
     4(h) shall be subject to Section 4(b).

          (i)  DISSOLUTION OF COMPANY.  In the event of the proposed dissolution
     or liquidation of the Company, the options granted hereunder shall
     terminate as of a date to be fixed by the Committee, provided that not less
     than thirty (30) days prior written notice of the date so fixed shall be
     given to the optionee, and the optionee shall have the right, during the
     period of thirty (30) days preceding such termination, to exercise his
     option.  The foregoing notwithstanding, the provisions of this Section 4(i)
     shall be subject to Section 4(b) and shall be subject to Section 4(h) if
     the optionee receives notice under Section 4(h) at a time earlier than the
     notice provided for herein.

          (j)  RIGHTS AS A STOCKHOLDER.  The optionee shall have no rights as a
     shareholder with respect to any shares of Common Stock of the Company held
     under option until the date of issuance of the stock certificates to him
     for such shares.  Except as provided in Section 4(g), no adjustment shall
     be made for dividends or other rights for which the record date is prior to
     the date of such issuance.

          (k)  TIME OF GRANTING OPTIONS.  The grant of an option shall occur
     only when a written option agreement substantially in the form of the
     Nonstatutory Stock Option Agreement, which is attached hereto marked
     "Exhibit A," shall have been duly executed and delivered by or on behalf of
     the Company and the person to whom such option shall be granted; provided,
     that the Date of Grant of an option shall be the date upon which the
     Committee approved such grant and such date shall be set forth as the Date
     of Grant in the Nonstatutory Stock Option Agreement.

          (l)  STOCK LEGEND.  Certificates evidencing shares of the Company's
     Common Stock purchased upon the exercise of options issued under the Plan
     shall be endorsed with a legend in substantially the following form, unless
     a registration statement relating to such shares has been declared
     effective under the Securities Act by the Securities and Exchange
     Commission:

                                     5
<PAGE>

          THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933 AND NEITHER THESE
          SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED
          OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN
          EXEMPTION THEREFROM UNDER SUCH ACT, APPLICABLE STATE SECURITIES LAWS
          AND THE RULES AND REGULATIONS THEREUNDER.

     5.   ADMINISTRATION.

          (a)  The Plan shall be administered by a Compensation Committee (the
     "Committee") consisting of not less than two (2) "non-employee directors"
     (as defined in Rule 16b-3 promulgated under the Exchange Act).  The members
     of the Committee shall be appointed by the Board of Directors.  The Board
     of Directors may, from time to time, remove members from or add members to
     the Committee.  Vacancies in the Committee, however caused, shall be filled
     by the Board of Directors.  The Committee shall select one of its members
     chairman and shall hold meetings at such times and places as it may
     determine.  The Committee may appoint a secretary and, subject to the
     provisions of the Plan and to policies determined by the Board of Directors
     of the Company, may make such rules and regulations for the conduct of its
     business as it shall deem advisable.  A majority of the Committee shall
     constitute a quorum.  All actions of the Committee shall be taken by a
     majority of its members.  Any action may be taken by a written instrument
     signed by a majority of the members, and action so taken shall be fully as
     effective as if it had been taken by a vote of the majority of the members
     at a meeting duly called and held.

          (b)  Subject to the express terms and conditions of the Plan, the
     Committee shall have full power to grant options under the Plan, to
     construe or interpret the Plan, to prescribe, amend and rescind rules and
     regulations relating to it and to make all other determinations necessary
     or advisable for its administration.

          (c)  Subject to the provisions of Sections 3 and 4 hereof, the
     Committee may, from time to time, determine the persons that shall be
     granted options under the Plan, the number of Option Shares subject to each
     option and the exercise price, and the time or times at which options shall
     be granted and may be exercised.

          (d)  The Committee shall report to the Board of Directors the names of
     persons granted options, the number of Option Shares subject to, and the
     terms and conditions of each option.

          (e)  No member of the Board of Directors or of the Committee shall be
     liable for any action or determination made in good faith with respect to
     the Plan or to any option.

     6.   EFFECTIVE DATE AND TERMINATION.

          (a)  The effective date of the Plan is May 1, 1997.

                                     6
<PAGE>

          (b)  The Plan shall terminate on the tenth anniversary of the
     effective date of the Plan; but the Board of Directors may terminate the
     Plan at any time prior thereto.  Termination of the Plan shall not alter or
     impair, without the consent of the optionee, any of the rights or
     obligations of any optionee or his or her successors under any options
     outstanding and not exercised in full on the date of termination.

     7.   AMENDMENTS.  The Board of Directors of the Company may, from time to
time, alter, amend, suspend, or discontinue the Plan, or alter or amend any and
all option agreements granted thereunder.

     8.   STATUS OF OPTIONS.  Options granted pursuant to this Plan are not
intended to qualify as Incentive Stock Options within the meaning of Section 422
of the Code, and the terms of this Plan and options granted hereunder shall be
so construed; nothing in this Plan shall be interpreted as a representation,
guarantee or other undertaking on the part of the Company that the options
granted pursuant to this Plan are, or will be, determined to be Incentive Stock
Options, within the meaning of Section 422 of the Code.

     9.   USE OF PROCEEDS.  The proceeds from the sale of Common Stock pursuant
to the exercise of options will be used for the Company's general corporate
purposes.

     10.  SECURITIES LAWS.

          (a)  The Company shall not be obligated to issue any Option Shares
     pursuant to any option granted under the Plan at any time when the offering
     of the shares covered by such option have not been registered under the
     Securities Act, and such other state and federal laws, rules or regulations
     as the Company deems applicable and, in the opinion of legal counsel for
     the Company, there is no exemption from the registration requirements of
     such laws, rules or regulations available for the offering and sale of such
     shares.

          (b)  It is intended that the Plan and any grant of an option made to a
     person subject to Section 16 of the Exchange Act, meet all of the
     requirements of Rule 16b-3, as currently in effect or as hereunder modified
     or amended ("Rule 16b-3"), promulgated under the Exchange Act.  If any
     provision of the Plan or any such option would disqualify the Plan or such
     option under, or would otherwise not comply with, Rule 16b-3, such
     provision or option shall be construed or deemed amended to conform to Rule
     16b-3.

                                     7
<PAGE>

                                   APPENDIX A

                    1997 NONSTATUTORY STOCK OPTION AGREEMENT

     Advance Paradigm, Inc. (the "Company"), in consideration of the value of
the continuing services of ________________________________ (hereinafter called
"Optionee"), which continuing services the grant of this option is designed to
secure, and in consideration of the undertakings made herein by Optionee, and
pursuant to its 1997 Nonstatutory Stock Option Plan (the "Plan"), hereby grants
to Optionee an option, evidenced by this option agreement, exercisable for the
period and upon the terms hereinafter set out, to purchase ___________________
(___________) shares of Common Stock ("Common Stock") of the Company at a price
of $__________ per share.

     1.   TERM OF OPTION.

          (a)  This option is granted as of ________________________ [THE DATE
     THE COMMITTEE MAKES THE GRANT] (sometimes hereinafter called the "Date of
     Grant") and will terminate and expire, to the extent not previously
     exercised, ten (10) years after the Date of Grant, or at such earlier time
     as may be specified in Sections 4 and 6 hereof.

          (b)  Except as otherwise provided in this Option Agreement, Optionee
     shall have the right to acquire shares under this Option Agreement as
     follows:

                (i) As of the first anniversary of the Date of Grant and
          thereafter, Optionee may exercise rights to acquire 20% of the Option
          Shares;

               (ii) As of each of the second, third, fourth and fifth
          anniversaries of the Date of Grant and thereafter, Optionee may
          exercise rights to acquire an additional 20% of the Option Shares.

     2.   ASSIGNABILITY OF OPTION.  This option is transferable to the extent
permitted under the Plan.

     3.   MANNER OF EXERCISE.  The Optionee (or other person entitled to
exercise this option) shall purchase shares of stock of the Company subject
hereto by the payment to the Company of the purchase price in full and the
amount of employment tax and withholding tax due, if any, upon the exercise of
the option (i) by certified or official bank check, (ii) by the delivery of a
number of shares of Common Stock (plus cash if necessary) having a fair market
value equal to the amount of such purchase price and employment and withholding
tax, or (iii) by delivery of the equivalent thereof acceptable to the Company.
Any employment or withholding tax due upon exercise of this option shall be, and
shall remain, the responsibility of the Optionee (or such Optionee's estate or
representative).  This option may be exercised from time to time by written
notice to the Company stating the full number of shares to be purchased and the
time and delivery thereof, which shall be at least fifteen (15) days after the
giving of notice unless an earlier date shall have been agreed upon between the
Optionee (or other person entitled to exercise this option) and the Company,
accompanied by full payment for the shares described in the first sentence of
this Section 3.  The Company will, as soon as is

                                     A-1
<PAGE>

reasonably possible, notify the Optionee (or such Optionee's representative)
of the amount of employment tax and other withholding tax, if any, that must
be paid under federal, state and local law due to the exercise of the option.
The Company shall have no obligation to deliver certificates for the shares
purchased until the Optionee (or such Optionee's representative) pays to the
Company the purchase price in full and the amount of employment tax and
withholding tax specified in the Company's notice as described in this Section
3 by payment terms set forth in the first sentence of this Section 3.  At the
time of delivery, the Company shall, without transfer or issue tax to the
Optionee (or other person entitled to exercise this option) deliver at the
principal office of the Company, or at such other place as shall be mutually
agreed upon, a certificate or certificates for such shares, provided, however,
that the time of delivery may be postponed by the Company for such period as
may be required for it to comply with reasonable diligence with any
requirements of law.

     4.   TERMINATION OF RELATIONSHIP.

          (a)  If Optionee's service relationship with the Company (or an
     Affiliate) is terminated because Optionee dies or becomes disabled within
     the meaning of Section 105(d)(4) of the Code, this option shall continue to
     vest in accordance with the Plan and this option agreement for a period of
     twelve (12) months from the date of death or disability of Optionee, and
     Optionee, his estate or beneficiary shall have the right to exercise this
     option at any time within such twelve (12) month period (if otherwise
     within the term of the option).  Notwithstanding the foregoing, the
     provisions of this Section 4(a) shall be subject to Sections 1(a) and 6
     hereof, which may earlier terminate the option.

          (b)  In the event that the Optionee retires from service from the
     Company and its Affiliates in accordance with the Company's (or its
     Affiliates') retirement policies in effect from time to time, this option
     shall continue to vest during the lifetime of the Optionee in accordance
     with the terms of the Plan and this Option Agreement and may be exercised
     at any time during the remaining term of the option.  If Optionee dies
     subsequent to his retirement during the term of this option, this option
     shall continue to vest in accordance with the Plan and this option
     agreement and may be exercised within twelve (12) months of Optionee's
     death (if otherwise within the option period), but not thereafter.
     Notwithstanding the foregoing, the provisions of this Section 4(b) shall be
     subject to Sections 1(a) and 6, which may earlier terminate the option.

          (c)  In the event that the service relationship between Optionee and
     the Company and its Affiliates terminates for any reason, and the
     provisions of Sections 4(a) and 4(b) hereof and Section 4(i) of the Plan do
     not apply, this option may be exercised, to the extent the option could be
     exercised immediately prior to such termination at any time within ninety
     (90) days after the date of such termination.  Notwithstanding the
     foregoing, the provisions of this Section 4(c) shall be subject to Sections
     1(a) and 6, which may earlier terminate the option.

     5.   ADJUSTMENTS ON RECAPITALIZATION.  The number of shares of Common Stock
subject hereto and the option price per share shall be proportionately adjusted
for any increase or decrease in the number of issued shares of the Common Stock
resulting from the subdivision or

                                     A-2
<PAGE>

consolidation of shares, or the payment of a stock dividend after the Date of
Grant, or other decrease or increase in the shares of Common Stock outstanding
effected without receipt of consideration by the Company, provided, however,
that any options to purchase fractional shares resulting from such adjustments
shall be eliminated.

     6.   ADJUSTMENT OF OPTIONS UPON REORGANIZATION.  If the Company shall at
any time participate in a reorganization and (A) the Company is not the
surviving entity or (B) the Company is the surviving entity and the stockholders
of Common Stock are required to exchange their shares for property and/or
securities, the Company shall give each optionee written notice of such fact on
or before fifteen (15) days before such reorganization, and each option shall be
exercisable in full after receipt of such notice and prior to such
reorganization; however, options not exercised prior to such reorganization
shall expire on the occurrence of such reorganization.  In lieu of the
foregoing, subject to the terms and conditions of the definitive reorganization
documents, Optionee may elect to have his options assumed by the successor
entity or replaced with a comparable option to purchase shares of the capital
stock of the successor entity.  A sale of all or substantially all the assets of
the Company for a consideration (apart from the assumption of obligations)
consisting primarily of securities shall be deemed a reorganization for the
foregoing purposes.  Notwithstanding the foregoing, the provisions of this
Section 6 shall be subject to Section 1(a).

     7.   SUBJECT TO PLAN.  This option is subject to all the terms and
conditions of the Plan, and specifically to the power of the Committee (as
defined in the Plan) to make interpretations of the Plan and of options granted
thereunder, and of the Board of Directors of the Company to alter, amend,
suspend or discontinue the Plan.  By acceptance hereof, Optionee acknowledges
receipt of a copy of the Plan and recognizes and agrees that all determinations,
interpretations or other actions respecting the Plan may be made by a majority
of the Board of Directors of the Company or of the Committee, and that such
determinations, interpretations or other actions are final, conclusive and
binding upon all parties, including Optionee.  Capitalized terms used but not
otherwise defined in this option agreement shall have the meanings ascribed to
them by the Plan.

     IN WITNESS WHEREOF, this Option Agreement is executed as of the _____ day
of ________________________, 199___.


                                       ADVANCE PARADIGM, INC.


                                       By:
                                          -----------------------------------
                                       Title:
                                             --------------------------------

                                     A-3
<PAGE>

     The undersigned Optionee hereby accepts the benefits of the foregoing
Nonstatutory Stock Option Agreement.



                                       -------------------------------------

                                       ------------------- , Optionee


                                     A-4