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Exhibit 10.8a
                     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 Paul M.
Finigan (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 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 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
                   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.

           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 $250,000.

           4.        Section 3 of the Employment Agreement is hereby further
amended by adding the following at the end thereof:

                               Within two (2) weeks after 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 $1,500,000.

           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 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.

           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 Paul M. Finigan

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