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         HEALTH SYSTEMS DESIGN CORP. DIAMOND-TM- SOFTWARE LICENSE 
         -------------------------------------------------------------

1.   PARTIES AND PURPOSE OF AGREEMENT
     
     This license agreement (the "Agreement") is entered into between Kaiser
     Foundation Health Plan, Inc.("Customer") and Health Systems Design-TM-
     Corp. ("HSD"), a California Corp., the owner and developer of the managed
     healthcare software known as Diamond-TM- (the "Software") to specify the
     terms under which Customer is authorized to possess and use the Diamond
     Software licensed to Customer by HSD under this Agreement.

2.   DEFINED TERMS 

     2.1  DEFINED TERMS:  Words or phrases defined in this Section 2 will be
          capitalized when used in the text of this Agreement in order to
          identify them as "Defined Terms".  Words and phrases that are defined
          within later sections of this Agreement will be identified with
          quotation marks and will be capitalized when used thereafter.
     
     2.2  SOFTWARE: The Diamond software modules identified in Schedule A, in
          object code/machine readable and source code formats, as well as
          subsequent upgrades and/or modifications, including any copies thereof
          whether partial or complete.
     
     2.3  DOCUMENTATION: The applicable Diamond User Documentation, any
          technical documentation, and Installation Manual as well as any copies
          of any such items, whether partial or complete may be referred to
          collectively as "Documentation" and shall be included within the scope
          of the defined term "Software".
     
     2.4  CUSTOMER:  Any of the entities identified in Schedule B, as well as
          any entities that after the effective date of this Agreement become
          affiliates, subsidiaries, joint partners or associates of Customer and
          are thereby added to the list "Customers" as specified and further
          defined in Schedule B., which are licensed to possess and use the
          Software under the terms of this Agreement.  For ease of reference,
          HSD or Customer may be referred to individually as a "Party" and
          collectively as the "Parties" and the terms "Affiliate(s)" and
          Associate(s) will be defined in Schedule B.  
     
     2.5  INSTALLATION:  The loading of the Software onto the Customer's
          computing environment.

     2.6  ACCEPTANCE:  Acceptance will be in two forms:  Pre-Production
          Acceptance and Production Acceptance.  Pre-Production Acceptance
          refers to Acceptance after installation of the Software delivered
          Customer upon the execution of this Agreement and during the
          implementation period but before Production Use. Post Production
          Acceptance refers to Acceptance of the Software (including applicable
          modifications)after Production Use.  
     
     2.7  PRODUCTION:  The first use of the Software to process live data as
          Customer's system of record during the normal course of any part of
          Customer's business or other specified Customer use.  For purposes of
          this Agreement, the terms "Go-


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          Live" and/or "First Production Use" shall have the same meaning as 
          "Production".

3.   RIGHTS AND SCOPE OF USE GRANTED, RESTRICTIONS ON COPYING

     3.1  Customer may use the Software in the United States for its internal
          data processing purposes subject to the terms and conditions of this
          License Agreement.

     3.2  Each entity identified in Schedule B that comprises the definition of
          Customer may make one backup, one archival and one off-site
          backup/archival copy of the Software.  The media containing copies
          shall be labeled with HSD's copyright and proprietary rights notices. 

     3.3  Customer may not copy the Documentation without HSD's prior written
          approval.

     3.4  The rights of possession and/or use granted to the Customer under this
          Agreement constitute all of the rights imparted to the Customer
          hereunder with the understanding that those rights not expressly
          granted are retained by HSD.
     
4.   PROPRIETARY RIGHTS, LIMITED RIGHT OF ASSIGNMENT
     
     4.1  Customer acknowledges that the Software is proprietary and the
          property of HSD and that this Agreement grants specified rights of
          possession and use to Customer with the understanding that all rights
          of ownership are retained exclusively by HSD.  Customer further
          acknowledges that the unauthorized use of the Software may expose HSD
          to irreparable harm for which the payment of money damages may not
          serve as an adequate and/or complete remedy.
     
     4.2  Customer may not provide third-party access to the Software by means
          such as service bureau and/or time share arrangements except by prior
          agreement of the parties evidenced by a written document(s) executed
          by the Parties which will serve as an addendum to this Agreement.
     
     4.3  Customer agrees to take all reasonable precautions to ensure the
          continued confidentiality of the Software, which precautions shall
          include informing Customer's applicable personnel of the proprietary
          nature of the Software.

     4.4  HSD will retain ownership of any modifications and/or 
          Customer-specific modules that are based on the design of the 
          Diamond Software and/or otherwise integrated into/made an integral 
          part of the Software, in consideration of the payment of the fees 
          for same as specified in Schedule A.  In the event that custom 
          interfaces are designed for Customer's use with Diamond, the 
          ownership of any such interface shall remain with the Customer to 
          the extent that it provides a link to the Software, but is not 
          integrated into the Software as an integral part thereof.

     4.5  Each Party agrees that it shall not, without prior written consent 
          of the other Party, use, reproduce, disclose, or provide to 
          third-parties, other than Customer and/or consultants or 
          contractors which consultants and/or contractors that have  
          entered into non-disclosure agreements (NDA) in form and substance 

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          substantially equivalent to that sample NDA attached and made a 
          part hereof as Attachment1, any confidential documents or 
          information obtained from the other Party, such as documents, 
          memoranda, position descriptions, handbooks, financial statements, 
          client lists, and/or audio or visual recordings, as well as 
          methods, techniques, and procedures utilized by the respective 
          Party that are not generally known in the Party's business and/or 
          industry and which, as a result, gives that Party a competitive 
          advantage.  It is further understood and agreed that access will 
          be not be granted to "HSD Competitors" as defined in Section 4.8, 
          below.

     4.6  Upon termination of this Agreement by either Party for any reason, 
          each Party shall, within twenty (20) days return any and all 
          materials of the type described in the preceding Section 4.5 as 
          well as the Software and Documentation (together with any and all 
          copies thereof) to the other Party, except as otherwise specified 
          in Section 13.5 below.  Following termination, the Parties shall 
          remain obligated not to use, reproduce, disclose or provide such 
          items or information to third-parties without the prior written 
          permission of the other Party for as long as any such information 
          is not generally known in the disclosing Party's industry and/or 
          otherwise remains confidential/does not enter the public domain as 
          a result of a breach of this Agreement. In the event that this 
          provision is held to be void or unenforceable because of its lack 
          of a definite term, then the parties mutually agree that the 
          maximum duration of any confidentiality obligation hereunder shall 
          not exceed ten (10) years following the termination of this 
          Agreement.

     4.7  The Customer's rights granted under this Section 4 are non-exclusive
          and non-transferable/non-assignable except as specified in Section
          4.9, below.

     4.8  Customer may assign this Agreement to a wholly owned subsidiary, 
          provided that HSD is given at least thirty (30) days prior written 
          notice of any such intended assignment with the understanding that 
          assignment shall not be made to an HSD competitor. Any assignment 
          shall be subject to the prior written Agreement of the entity to 
          which the assignment is being made affirming that it will abide by 
          the terms of this Agreement.   For purposes of this Agreement, an 
          "HSD Competitor" shall be defined as any entity engaged in 
          providing managed health care software solutions and/or any entity 
          that, in HSD's reasonable opinion, is likely to become an HSD 
          Competitor.
     
     4.9  In the event that Customer is merged into or acquired by an HSD 
          Competitor, the continuation of this Agreement and the associated 
          use of the Software shall be subject to HSD's prior written 
          approval under terms and conditions that adequately address HSD's 
          concerns in areas such as the protection of its proprietary 
          interests and the confidentiality of its trade secrets.

     4.10 HSD shall not assign this Agreement and/or its obligations 
          hereunder without the prior written approval of Customer, which 
          approval shall not be unreasonably withheld upon a showing that 
          the proposed assignee has the capacity and the expertise to 
          perform as required under the Agreement. 

5.   TERM OF AGREEMENT AND LICENSE FEES

     5.1  The term of this Agreement shall be perpetual unless terminated as
          provided under the applicable termination provisions of this
          Agreement. 

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     5.2  The Diamond license fees ("License Fees") and the fees for the 
          Implementation Resources are specified in Schedule A, which 
          Schedule is incorporated and made a part of this Agreement by this 
          reference. The License Fees allow for an unlimited number of 
          "Concurrent Users" that are authorized to access the Software at 
          the same time.  For purposes of this Agreement, a User is 
          equivalent to a computer terminal/CRT, personal computer or other 
          workstation that has the capacity to access the Software and/or any 
          database associated with the Software. 
          
     5.3  As set forth in Schedule A, the License Fees are divided into Phase 
          1 and Phase 2.  Payment of the License Fees associated with Phase 1 
          does not obligate Customer to pay the License Fees for Phase 2 
          should Customer elect not to proceed with Phase 2.  HSD shall be 
          entitled to the Phase 2 payout (the "Payout") referenced in 
          Schedule A in the event that Customer elects not to proceed with 
          Phase 2.  The Payout shall be due and payable to HSD in the event 
          that Customer does not proceed with Phase 2 within 12 months of 
          Customer's  Post Production acceptance of the Phase 1Production 
          Software but in no event later than December 31, 2000.  Therefore, 
          Customer may choose to license the Software only for Customer's 
          Divisions listed in Phase 1 of Schedule A. 

     5.4  It is mutually understood and agreed that Customer and HSD will 
          meet and confer in the interest of adjusting the Phase 2 Payment 
          Schedule set forth in Schedule A, should Customer find it necessary 
          to modify the timing and/or sequence of the implementation of the 
          divisions constituting Phase 2.  Any such meeting(s) will be 
          convened within 15 days of the request for same and the Parties 
          shall proceed diligently and in good faith to complete any such 
          revisions within 30 days of their initial meeting.  In the event of 
          modifications to the Phase 2 Payment Schedule under this Section 
          5.4, any license fee adjustments shall take into account the 
          membership figures of the affected division(s) and be priced, in 
          part, on a proportional basis.
          
     5.5  Should Kaiser elect to discontinue the Phase 1 project for any 
          reason other than for cause, HSD will be entitled to receipt of the 
          next scheduled major Phase 1 license fee payment.  For purposes of 
          this Section 5.5, a major Phase I License fee payment shall mean 
          either Pre-Production Acceptance or Post Production Acceptance as 
          specified in Schedule A.   Any such payment will be due and payable 
          within 30 days of any such election.
          
     5.6  All local, state, and federal sales, use, personal property, or 
          other similar taxes or duties relating to this license or to 
          Customer's operation of the Software, shall be the exclusive 
          obligation of Customer.  Payment of said taxes shall be Customer's 
          obligation independent of its obligation to pay License Fees.
          
6.   ACCEPTANCE AND TESTING
     
     6.1  The following language applies to both Pre Production and 
          Production Acceptance periods with the commencement of the Test 
          Period being from the date of first install of Software 
          (Pre-Production Testing) or first date of Production Use 
          (Post-Production Testing), depending on which testing period 
          applies. 
     

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     6.2  For Pre-Production Testing, Customer shall have 30 days to test the 
          Software and its Operation ("Test Period").  During the 
          Post-Production Test Period, Customer will have 45 days to test the 
          Software and it operation.  During the Test Period, Customer will 
          notify HSD as soon as possible of any Priority 1 and/or Priority 2 
          situations that it observes and documents.
     
     6.3  For purposes of this Agreement, Priority 1 and 2 shall be defined as
          specified in the following table:  

         ---------------------------------------------------------------------
          PRIORITY       TYPE                     DESCRIPTION
         ---------------------------------------------------------------------
          1            Urgent          Production is halted; customer 
                                       cannot connect; daily business is 
                                       severely impacted; no workaround
         ---------------------------------------------------------------------
          2            High            Software is operational but a major 
                                       component is not functioning; physical 
                                       data lost; data integrity affected; no 
                                       workaround     
         ---------------------------------------------------------------------

     6.4  HSD shall have 30 days to address and resolve Priority 1 and 2
          situations reported by Customer from the time that HSD is able to
          identify and confirm any reported "Verified Program Errors".  For
          purposes of this Agreement a Verified Program Error shall be defined
          as those Priority 1 and/or Priority 2 situations that HSD can
          replicate using Customer supplied data/information for situations
          occurring in the Customer's HSD-approved computing environment (absent
          networking and/or telecommunication components associated with any
          such computing environment).

     6.5  Upon completion of any applicable remedial action, HSD will advise
          Customer when such errors/situations are corrected and/or otherwise
          addressed.  Upon receipt of any such notice/advice Customer will have
          10 business days to retest the operation of the Software ("Retest
          Period").
     
     6.6  In the event that Customer is unable to confirm the correction of any
          such Verified Program Error, Customer shall so advise HSD at which
          time HSD will have an additional 30 days in which to provide an
          acceptable remedy with the understanding that HSD senior engineering
          management will be actively involved in the resolution process.  Upon
          the completion of any such subsequent remedial action, HSD shall so
          advise Customer and the Customer shall have an additional 10 business
          days to retest (the "Retest Period").
     
     6.7  Should Customer determine that any such Verified Program Error has 
          not been corrected and the Software functionality has not been 
          restored to conform with its Documentation during any such Retest 
          Period, the Parties shall timely meet and confer in order to 
          determine if there is an acceptable alternative means of addressing 
          the situation.  Such determination of whether there exists an 
          acceptable means of addressing the situation shall be made no later 
          than 10 business days after the Retest Period specified in 
          Paragraph 6.6 above.

     6.8  Should the Parties be unable to agree upon any such mutually 
          acceptable alternative means of addressing the situations under 
          this Section 6, any such matter shall then be subject to expedited 
          disposition pursuant to the dispute resolution procedures specified 
          in Section 16.2.  Any matter arising under this Section 6 of the 
          Agreement, shall be subject to a maximum amount in controversy not 
          to exceed the license fees paid by Customer to HSD hereunder. 

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     6.9  HSD's base "Diamond Client Server Performance Standards" document  
          is incorporated into and made a part of this Agreement as 
          Attachment 2 and shall be included as part of the defined term 
          "Documentation", as a basis for anticipated response/performance 
          measures in the specified computing environment. 
          
     6.10 For purposes of this Agreement, Acceptance occurs (1) if Customer 
          notifies HSD prior to the end of the Test Period that the Software 
          performs in accordance with the Documentation, or (2) if Customer 
          notifies HSD prior to the end of the Retest Period that the 
          Software performs in accordance with the Documentation.  In the 
          event that Customer does not provide notice to HSD of its 
          acceptance or non-acceptance prior to the expiration of any such 
          Test or Retest Period, acceptance shall be deemed to have been 
          granted.

     6.11 It is mutually understood and agreed that upon final acceptance of 
          the Software delivered with respect to Phase 1 of the Kaiser/HSD 
          undertaking described herein, only those changes and/or 
          modifications applicable to subsequent phases/divisions of the 
          Kaiser/HSD project shall be subject to the acceptance process and 
          dispute resolution procedures described in this Section 6.  The 
          version of the Software that is first accepted (presumptively in 
          Phase 1) shall be the base Post Production Software with the 
          understanding that the incremental changes/modifications thereto 
          will constitute that aspect of the Software that will be subject to 
          the acceptance process and dispute resolution process described in 
          this Section 6. 

7.   WARRANTY
     
     7.1  HSD warrants that the Software will perform as described in the 
          Diamond User Documentation and Installation Manual Software for a 
          period of six (6) months from its first Production use of the 
          Software in Phase 1 of the Kaiser project.  This warranty shall be 
          conditional upon Customer's computing environment being consistent 
          with HSD's specifications and in good working order and further 
          provided that the Software has been properly used, has not been 
          modified and/or serviced by an entity other than HSD.  Upon receipt 
          of Customer's notice that the Software is not functioning according 
          to the Documentation, HSD will, at no cost to Customer, timely 
          provide the technical and-or programming resources, including 
          personnel with the requisite expertise, necessary to address and 
          correct the problem provided that HSD can replicate the reported 
          problem using Customer supplied data in a standard computing 
          environment. 

     7.2  HSD hereby warrants, represents and certifies that the Software 
          provided under this Agreement will automatically and accurately 
          process calendar dates (including leap year dates) and date 
          calculations (including, but not limited to, calculating, comparing 
          and forward or reverse-sequencing) for all dates prior to, through 
          and beyond January 1, 2000 and that any such processing shall not 
          require Customer to invoke special procedures.

     7.3  HSD acknowledges that Customer is a provider of health care 
          services; that Customer's use of the Software will be vital to the 
          business operations of Customer; and that any protracted 
          interruption of any critical aspects of Customer's business could 
          result in substantial liability to such Customer. Accordingly, HSD 
          warrants and represents that it shall not at any time during the 
          term of this Agreement render the Software unusable or inoperable, 
          take 

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          possession of the Software, or other equipment provided to a 
          Customer by HSD or its agent or agents that is intended to be used 
          in conjunction with or Software or in any way deliberately take 
          actions to interfere with the operation of the same or Customer's 
          businesses unless Customer is found to be breach of a material 
          provision of this Agreement and then only upon giving Customer the 
          opportunity to timely cure any such breach and/or default. 

     7.4  HSD MAKES NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY 
          WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE 
          EXCEPT AS SPECIFIED IN SECTION 8.0 BELOW.
     
8.   PATENT AND COPYRIGHT WARRANTY
     
     8.1  At HSD's expense, HSD shall defend Customer against any claim that 
          the Software infringes a patent or copyright in the United States 
          and shall pay all costs and damages that a court awards as a result 
          of such claim.  To qualify for such defense and payment, Customer 
          must: (1) give HSD prompt written notice for such claim;  (2) give 
          complete authority to HSD to compromise or settle and to control 
          the defense and all related negotiations, and (3) fully cooperate 
          with HSD in the defense and all related negotiations.

     8.2  Customer agrees that if the operation of the Software becomes, or 
          in the opinion of HSD is likely to become the subject of a patent 
          or copyright infringement claim, Customer will permit HSD, at HSD's 
          option and expense to: (1) promptly procure for Customer the right 
          to continue to use the Software on commercially reasonable terms; 
          or (2) replace the Software with alternatives that are 
          substantially equivalent on all material functions of the Software; 
          or (3) modify the Software in a manner which causes it to function 
          substantially the same as it had prior to modification so that it 
          becomes non-infringing.

     8.3  Should HSD be unable to secure any of the three options specified 
          in Section 7.2 under commercially reasonable terms, then the 
          License Agreement shall terminate and the Customer will be entitled 
          to a refund of the License Fees paid to HSD under this Agreement 
          with respect to any successful third-party claim of which HSD 
          receives notice during the three (3) year period following the 
          first Production Acceptance.  Thereafter the amount of any License 
          Fee refund payable to Customer under this Section 8.3 shall be 
          reduced by 20% during each subsequent year.

     8.4  The provisions of this Section 8 state HSD's entire obligation to 
          Customer regarding patent or copyright infringement.
     
9.   GENERAL INDEMNITY
     
     Except as provided elsewhere in this Agreement, HSD and Customer shall 
     indemnify and hold each other harmless against all liability, loss, 
     damage and expense (including reasonable attorneys' fees) resulting from 
     injury to or death of any person (including injury or death of their 
     respective subcontractors or employees) or loss of or damage to tangible 
     real or personal property, to the extent that such liability, loss, 
     expense, damage or liability was proximately caused by the negligent or 
     willful act or omission by 

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     the party from whom indemnity is sought, including its agents, employees 
     or subcontractors.
     
10.  LIMITATION OF LIABILITY
     
     10.1 In no event shall either party be liable for consequential damages, 
          loss of profits, or other special damages in any way associated with
          this Agreement, even if either party has been apprised of likelihood 
          of the same.

     10.2 In no event shall HSD be liable for an amount greater than the 
          amount of License Fees previously paid by Customer to HSD under 
          this Agreement.  Notwithstanding anything to the contrary in the 
          preceding sentence, during the period between Phase 1 
          Pre-Production Acceptance and Phase 1 Post-Production Acceptance, 
          HSD's liability shall not exceed $5,000,000.  Following Phase 1 
          Post Production Acceptance, the HSD's limitation on liability shall 
          again be the amount of the license fees previously paid by Customer 
          to HSD under this Agreement.

11.  CONFIDENTIALITY
     
     11.1 Confidential Information shall mean information such as customer 
          lists, business plans, operation plans, client information, 
          CUSTOMER personnel and medical records, application software 
          programs and documentation licensed by third parties to CUSTOMER or 
          HSD, the HSD Software including its Documentation, which are 
          disclosed by CUSTOMER or HSD to the other party, its employees, 
          agents, contractors, assignees or successors in the conduct of 
          business under this Agreement.  In addition, Confidential 
          Information shall also include any other materials relating to 
          HSD's business or the business of CUSTOMER which are designated in 
          writing as confidential at the time of disclosure by CUSTOMER or 
          HSD, or is identified orally at the time of the disclosure as 
          confidential and confirmed in writing within 10 business days of 
          such disclosure, and which are disclosed by CUSTOMER or HSD to the 
          other party, its employees, agents, contractors, assignees or 
          successors in the conduct of business under this Agreement.  The 
          following information shall not be deemed Confidential Information, 
          and neither party nor its employees shall have an obligation with 
          respect to any such information which:

          11.1.1 is or falls into the public domain through no wrongful act of 
                 a party or that party's agents or employees; or
          
          11.1.2 is rightfully received from a third party without 
                 restriction and without breach of this Agreement; or
          
          11.1.3 is approved for release by written authorization of an 
                 officer of a party; or
          
          11.1.4 is disclosed pursuant to the requirements of a governmental 
                 agency or operation of law; or
          
          11.1.5 is already in possession of a party or that party's 
                 employees as evidenced by their records and is not the subject
                 of a separate non-disclosure or confidentiality agreement with
                 either of them.

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     11.2 Standard of Care.  Each party hereby agrees that it and its 
          respective officers, employees, agents, contractors, assignees, and 
          successors shall (i) keep all Confidential Information received 
          from the other party strictly confidential for a period of 5 years 
          following the date of any such disclosure, (ii) instruct their 
          officers, employees, agents, contractors, and permitted assignees 
          and successors, who have access to such Confidential Information, 
          to use the same degree of care and discretion with respect to the 
          Confidential Information of the other party, or of any third party 
          utilized hereunder, that HSD and CUSTOMER each require with respect 
          to their own Confidential Information of , (iii) use and disclose 
          such information solely for the purposes and in the manner set 
          forth in this Agreement, (iv) not disclose any such information to 
          any other person, corporation, governmental agency or other entity 
          without the express written permission of the other party, except 
          that HSD and CUSTOMER agree that CUSTOMER may disclose HSD Software 
          and Documentation to its outside consultants having a need to know 
          for the purpose of rendering to CUSTOMER technical opinions and 
          advice regarding the HSD Software and Documentation, provided said 
          consultants agree to hold the HSD Software and Documentation in 
          confidence and  have executed a Non-Disclosure Agreement and with 
          the understanding that Customer shall not knowingly engage the 
          services of consultants who are HSD competitors and/or are 
          affiliated with HSD Competitors.  CUSTOMER SHALL USE NO LESS THAN 
          THE SAME DEGREE OF CARE AND DISCRETION THAT CUSTOMER REQUIRES WITH 
          RESPECT TO ITS MOST VALUABLE TRADE SECRET INFORMATION.  
          Notwithstanding the foregoing, CUSTOMER may not disclose HSD's 
          Confidential Information to any of the parties identified by HSD in 
          Schedule H, or to their employees, agents or consultants, as such 
          Schedule H may be updated from time to time by HSD.  CUSTOMER shall 
          institute the necessary security policies and procedures to meet 
          its obligations hereunder.  Notwithstanding the foregoing, the mere 
          viewing of data input screens or the review of output screens and 
          reports generated by released HSD Software by third parties, not in 
          competition with HSD, shall not be deemed a disclosure of HSD 
          Confidential Information.

     11.3 Without limiting the foregoing, CUSTOMER shall use its reasonable 
          efforts to cooperate with HSD in identifying and preventing 
          unauthorized use, copying, or disclosure of the HSD Software and 
          HSD Confidential Information, or any portion thereof.
     
     11.4 Notwithstanding anything otherwise to the contrary in this 
          Agreement, the limitation of liability provisions of Section 10, 
          above, each Party shall indemnify and hold harmless the other Party 
          and its officers and employees from and against any and all 
          damages, losses, liabilities, costs and expenses (including 
          reasonable legal fees) to the extent arising out of any breach of 
          the Confidentiality obligations hereunder by the indemnifying 
          party, or its subsidiaries and affiliates, or any entity 
          controlling, controlled by or under common control with the 
          indemnifying party.
     
12.  NON-SOLICITATION OF PERSONNEL

     Neither Party shall solicit for employment, retention and/or use of 
     services of any personnel presently employed by the 

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     other Party or who have been employed by the other Party during the 
     preceding twelve (12) months without the prior written consent of the 
     other Party, which consent will not be unreasonably withheld.


13.  TERMINATION

     13.1 This Agreement shall be subject to termination should either Party 
          fail to observe or perform any material obligation under this 
          Agreement subject to the procedures specified in this Section 13.

     13.2 In the event of a claim of default/breach under this Section 13, 
          the Party alleging any such default/breach shall give written 
          notice of the alleged breach, which notice shall specify the nature 
          of any such claim in sufficient detail to allow the receiving Party 
          to investigate same in the interest of being able to respond 
          thereto.

     13.3 This Agreement may be terminated by the Party alleging any such 
          breach/default thirty (30) days after the date of such notice is 
          given to the other Party unless (1) the material failure is 
          corrected within such thirty (30) day period; or (2) if it is not 
          possible to correct within such thirty (30) days, the defaulting 
          Party commences correction within thirty (30) days and proceeds 
          diligently to a cure (3) the matter remains a subject of 
          disagreement between the Parties and the process of dispute 
          resolution has been initiated under Section 16, below.

     13.4 Upon termination of this Agreement, the Customer shall, within 
          twenty (20)  days, return the Software to HSD, except as otherwise 
          specified in Section 13.5 below. 

     13.5 In the event of a post-Production termination resulting from a 
          material breach by HSD as determined under the applicable 
          provisions of Section 16 of this Agreement, Customer's rights of 
          use shall be extended for a period of one-hundred-eighty (180) days 
          from the date of any such determination.  During any such 
          one-hundred-eighty (180) day period, the terms of this Agreement 
          shall remain in effect with the understanding that Sections 3, 4, 
          7, 8, 9, 10, 11, 12, 16, 17 and 19 shall survive termination for a 
          period not to exceed three (3) years. 

14.  THIRD-PARTY SOFTWARE PRODUCTS
     
     Third-party software license fees for products to be used in conjunction 
     with HSD's Diamond Software will be specified in an addendum to Schedule 
     A. Applicable third-party licenses will be provided to Customer as 
     attachments to Schedule A.

15.  SUPPORT AND IMPLEMENTATION AGREEMENTS
     
     Separate Support and Implementation Agreements will be executed by the 
     Parties subsequent to the execution of this License Agreement.

16.  DISPUTE RESOLUTION
     
     16.1 Any disputes between the Customer and HSD regarding this Agreement 
          shall be settled by an interim steering committee representing both 
          parties. HSD and Customer shall mutually agree on the members of 
          the interim steering 

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          committee.  Should the interim steering committee fail to resolve 
          the dispute within 60 days of commencement of this procedure, then 
          any controversy or dispute between the parties associated with the 
          interpretation, performance and/or breach of this Agreement shall 
          be settled, at the request of any Party to this Agreement, by final 
          and binding arbitration pursuant to the rules of the American 
          Arbitration Association and as further specified below.

     16.2 Notwithstanding anything to the contrary in this Section 16, any 
          matter submitted for dispute resolution arising under Section 6 
          shall be subject to an expedited process wherein the steering 
          committee specified in Section 16.1 shall have 20 days in which to 
          resolve any such situation at which time any such matter will be 
          subject to arbitration to be commenced within 20 days thereafter. 

     16.3 Any dispute submitted to arbitration shall be convened at the 
          location of the city of the headquarters of the Party not 
          initiating the arbitration and shall be conducted by a three (3) 
          person arbitration panel from a commercial alternative dispute 
          resolution organization such as Judicate.  The parties shall each 
          choose one arbitrator from the list of arbitrators supplied by the 
          dispute resolution organization, which panel must include 
          arbitrators with large system software industry experience.  The 
          two selected arbitrators will then select the third member of the 
          panel and the arbitration hearing will be scheduled within thirty 
          (30) days of the initiation of the arbitration process.

     16.4 California law shall be applied in any such arbitration without 
          reference to its choice of law statutes and the arbitrators' 
          findings will include a detailed summary of the law as it applied 
          to the award and/or findings of the arbitration panel.   
          Depositions may be taken and discovery may be conducted in any 
          arbitration under this Agreement subject to limitations imposed by 
          the arbitrators.

     16.5 Each party shall pay its own costs and expenses.  

     16.6 Any judgment upon any award and/or findings rendered by the 
          arbitrators may be entered by any state or federal court having 
          jurisdiction thereof.16.7 This dispute resolution provision shall 
          not limit either Party's right to obtain any equitable or 
          provisional remedy, including without limitation, injunctive 
          relief, orders for recovering possessions or other relief such as 
          enforcing the reasonably restrictive provisions of this Agreement 
          from any court of competent jurisdiction deemed necessary by either 
          Party to protect its intellectual property rights.  Notwithstanding 
          anything to the contrary in this Section 16, any dispute arising 
          under or associated with this Agreement regarding proprietary 
          rights in the Software shall be subject to judicial action under 
          California law with venue in Oakland, California except to the 
          extent preempted by applicable federal law. The prevailing Party in 
          any action under Section 16.7shall be entitled to an award of its 
          attorney fees and applicable costs, including those associated with 
          appeals of any judgment and/or actions associated with the 
          enforcement of any such judgment.
     
17.  INSURANCE
     
     17.1 HSD shall obtain and maintain in full force and effect through at 
          least the duration of Maintenance Support Services, the insurance 
          coverage described in this Section, with one or more insurance 
          carriers.

                                                           Page 11

<PAGE>

     17.2. Liability

          (a)  Commercial Form General Liability Insurance with limits as
               follows:

               General Aggregate                             $2,000,000 
               Products Completed/Operations Aggregate       $2,000,000
               Personal and Advertising Injury               $1,000,000
               Errors and Omissions                          $1,000,000

               Each Occurrence                               $2,000,000

          (b)  Business Auto Liability Insurance for owned scheduled, 
               non-owned, or hired automobiles with a combined single limit 
               of no less than $1,000,000 per occurrence.

          (c)  Workers' Compensation and Employers liability Insurance in a 
               form and amount covering HSD's full liability under Workers' 
               Compensation Insurance and Safety Act in accordance with 
               applicable state and federal laws.

     17.3 HSD, upon execution of the Agreement, shall furnish Customer with
          Certificates of Insurance evidencing such coverage.  Premiums on all
          insurance policies shall be paid by HSD and shall be deemed included
          in HSD's obligations under the Agreement at no additional charge.

18.  NON-DISCRIMINATION AND MEDICARE

     HSD recognizes that as a government contractor Customer is subject to 
     various federal laws, executive orders and regulations regarding equal 
     opportunity and affirmative action which may also be applicable to 
     subcontractors. HSD, therefore, agrees that all applicable equal 
     opportunity and affirmative action clauses shall be incorporated herein 
     as required by federal laws, executive orders, and regulations, which 
     include the following:  (a) The nondiscrimination and affirmative action 
     clauses contained in: Executive Order 11246, as amended, relative to 
     equal opportunity for all persons without regard to race, color, 
     religion, sex or national origin; the Vocational Rehabilitation Act of 
     1973, as amended, relative to the employment of qualified handicapped 
     individuals without discrimination based upon their physical or mental 
     handicaps; the Vietnam Era Veterans Readjustment Assistance Act of 1974, 
     as amended, relative to the employment of disabled veterans and veterans 
     of the Vietnam era, and the implementing rules and regulations 
     prescribed by Secretary of Labor in Title 41, Part 60 of the Code of 
     Federal Regulations (CFR).  (b) The utilization of small and minority 
     business concerns clauses contained in: the Small Business Act, as 
     amended; Executive Order 11625; and the Federal Acquisition Regulation 
     (FAR) at 48 CFR Chapter 1, Part 19, Subchapter D, and Part 52, 
     Subchapter H, relative to the utilization of minority business 
     enterprises, small business concerns and small business concerns owned 
     and controlled by socially and economically disadvantaged individuals, 
     in the performance of contracts awarded by federal agencies.  (c)  The 
     utilization of labor surplus area concerns clauses contained in:  the 
     Small Business Act, as amended; Executive Order 12073; 20CFR Part 654, 
     Subpart A; and the FAR at 48CFR Chapter 1, Part 20 of Subchapter D and 
     Part 52 of Subchapter H, relative to the utilization of labor 

                                                           Page 12

<PAGE>

     surplus area concerns in the performance of government contracts. If this
     Agreement is determined to be subject to the provisions of Section 952 
     of P.L. 96-499, which governs access to books and records of 
     subcontractors of services to Medicare providers where the cost or value 
     of such Services under the contract exceeds $10,000 over a 12-month 
     period, then HSD agrees to permit representatives of the Secretary of 
     the Department of Health and Human Services and of the Comptroller 
     General to have access to the contract and books, documents and records 
     of HSD, as necessary to verify the costs of the contract, in accordance 
     with criteria and procedures contained in applicable Federal 
     regulations. HSD hereby certifies to CUSTOMER that HSD shall comply 
     during the term of this Agreement with the provisions of the Immigration 
     Reform and Control Act of 1986 and any regulations promulgated 
     thereunder. HSD hereby certifies that it has obtained a properly 
     completed Employment Eligibility Certificate (INS Form 1-9) for each 
     worker hired by HSD after November 5, 1986.

19.  GENERAL PROVISIONS

     19.1 Notices.  

          All notices given hereunder shall be in writing and sent by 
          telefax/facsimile and/or an internationally recognized courier such 
          as DHL to the addresses and/or telephone numbers below, which 
          information may be changed by notice conforming to the requirements 
          of this Notice Section. Notices delivered by telefax and/or courier 
          shall be deemed to have been received on the date of successful 
          transmission thereof if received during business hours or otherwise 
          on the next business day following its receipt.
     
      Customer: Kaiser Permanente, National Purchasing Organization 
                1800 Harrison St.
                Oakland, CA.  94612
                Attn: IT Commodity Manager 
                510.267-2545
                         
      HSD:      Health Systems Design Corp.
                1330 Broadway, Suite 1200
                Oakland, California 94612
                Attn: Chief Financial Officer
                Facsimile: 510 763-2081  
          
     19.2  If any material aspect of this Agreement is found invalid, void 
           and/or unenforceable by a court of competent jurisdiction and/or by 
           arbitration, the Agreement shall be subject to termination unless 
           the Parties agree otherwise.

     19.3  No term and/or provision of the Agreement shall be deemed waived 
           and/or any breach excused unless such waiver or consent is 
           specified in writing and signed by the Party claimed to have waived 
           and/or consented.  No such consent and/or waiver, whether express 
           or implied, shall constitute a consent, waiver and/or excuse for 
           any other, different or subsequent breach.
          
     19.4  The obligations of the Parties to perform under this Agreement 
           shall be suspended in the event that any such performance cannot be 
           rendered by reason of matters beyond the control of the affected 
           Party, including Acts of God, war and/or insurrection.

                                                           Page 13

<PAGE>


     19.5  This document, and the Schedule A referenced herein, 
           represents the entire understanding between the parties and 
           supersedes any and all prior understandings between the Parties, 
           whether verbal or written.  

20.  EXECUTION

This Agreement shall be effective as of the date of the signature/acceptance by
the duly authorized signatories below.

CUSTOMER: KAISER FOUNDATION HEALTH PLAN      HEALTH SYSTEMS DESIGN CORP.

Signed                                       Signed
---------------------------------            ----------------------------------

Name                                         Name   Russell J. Harrison       
---------------------------------            ----------------------------------

Title                                        Title  Chief Executive
---------------------------------                   Officer/President         
                                             ----------------------------------

Date                                         Date   10/17/97    
---------------------------------            ----------------------------------


                                                           Page 14

<PAGE>

SCHEDULE A - KAISER PRICING SCHEDULE

          DIAMOND CLIENT/SERVER SYSTEM MODULES INCLUDED: 
          Membership & Eligibility; Group & Plan Maintenance; Utilization 
          Management; Claims Pricing & Adjudication; Authorization, Capitation 
          & Risk Fund Accounting; Premium Billing; AP; EDI; Provider Network 
          Management; Letters; Customer Service & Reports

LICENSE FEES
------------
<TABLE>

<S>                                                                  <C>
PHASE I: Northwest, Northeast, Central East and Southeast Divisions  [ * ]
           PHASE I IS LIMITED TO 3,000,000 MEMBERS WITHIN 
           THE ABOVE NAMED DIVISIONS. ADDITIONAL MEMBERS 
           WILL BE CHARGED AT A RATE OF [ * ]. HSD WILL 
           CREDIT CUSTOMER FOR ANY ADDITIONAL PHASE I 
           MEMBER CHARGES [ * ] PER MEMBER ABOVE 
           3,000,000 MEMBERS) IF THE TOTAL MEMBERSHIP AT 
           PHASE I & II POST PRODUCTION ACCEPTANCE IS LESS 
           THAN 8,500,000 MEMBERS.  ANY APPLICABLE 
           CREDIT/PAYMENT WILL BE REMITTED 30 DAYS AFTER 
           POST PRODUCTION ACCEPTANCE OF PHASE II.

PHASE I PAYMENT SCHEDULE:

      25%  Contract Execution                                        [ * ]
      25%  Pre Production Acceptance                                 [ * ]
      40%  Post Production Acceptance                                [ * ]
       5%  Execution of Implementation Agreement                     [ * ]
       5%  Execution of Support Agreement                            [ * ]



PHASE I PAYOUT                                                       [ * ]

PHASE II: California, Rocky Mountain, Southwest Divisions and        [ * ]
           others    
           PHASE I & II ARE LIMITED TO 8,500,000 MEMBERS. 
           ADDITIONAL MEMBERS WILL BE CHARGED BASED ON 
           ADDITIONAL MEMBER PRICING SCHEDULE.

PHASE II PAYMENT SCHEDULE:

     40%  Installation of Software for California Division           [ * ]
     20%  Post Production Acceptance for California Division         [ * ]
     20%  Installation of Software for Rocky Mountain Division       [ * ]
     10%  Post Production Acceptance for Rocky Mountain Division     [ * ]
      5%  Installation of Software for Southwest Division            [ * ]
      5%  Post Production Acceptance for Southwest Division          [ * ]

</TABLE>

* Confidential portions omitted and filed separately with the Commission.


                                                           Page 15

<PAGE>

SCHEDULE A - KAISER PRICING SCHEDULE (CONTINUED)

IMPLEMENTATION FEES
-------------------

<TABLE>

     <S>                                                  <C>           <C>
     Project Director                                     Monthly       [ * ]
     Senior Project Manager                               Monthly       [ * ]
     Field Application Manager                            Monthly       [ * ]
     Technical Manager                                    Monthly       [ * ]
     Implementation Manager                               Hourly        [ * ]
     Implementation Analyst                               Hourly        [ * ]
     Conversion Specialist                                Hourly        [ * ]
     Interface Specialist                                 Hourly        [ * ]
     Application Trainer                                  Hourly        [ * ]

</TABLE>

SOFTWARE SUPPORT FEES
---------------------
     No Greater than [ * ] of the value of the license fee per annum

DEVELOPMENT FEES
----------------
     Hourly Fee for Engineering Enhancements/Development                [ * ]


KAISER ADDITIONAL MEMBER PRICING
<TABLE>
<CAPTION>
                                                        AVERAGE 
                PRICE PER                              PRICE PER
    MEMBERS       MEMBER          INCREMENTAL           MEMBER
   ----------   ---------        -------------       -------------
   <S>          <C>              <C>                 <C>

    3,000,000    [ * ]               [ * ]                [ * ]
    8,500,000    [ * ]               [ * ]                [ * ]
    9,000,000    [ * ]               [ * ]                [ * ]
    9,500,000    [ * ]               [ * ]                [ * ]
    10,000,000   [ * ]               [ * ]                [ * ]
    10,500,000   [ * ]               [ * ]                [ * ]
    11,000,000   [ * ]               [ * ]                [ * ]
    11,500,000   [ * ]               [ * ]                [ * ]
    12,000,000   [ * ]               [ * ]                [ * ]
    12,500,000   [ * ]               [ * ]                [ * ]
    13,000,000   [ * ]               [ * ]                [ * ]
    13,500,000   [ * ]               [ * ]                [ * ]
    14,000,000   [ * ]               [ * ]                [ * ]
    14,500,000   [ * ]               [ * ]                [ * ]
    15,000,000   [ * ]               [ * ]                [ * ]
   
   

</TABLE>

* Confidential portions omitted and filed separately with the Commission.

                                                           Page 16

<PAGE>

SCHEDULE B TO KAISER LICENSE AGREEMENT

"Kaiser Foundation Health Plan, Inc. ("Kaiser")" is a California nonprofit 
public benefit corporation that enrolls members and arranges for the medical, 
hospital, and related services in Northern and Southern California and 
Hawaii. In addition, Kaiser shall mean any other entities that become 
subsidiaries or affiliates after the Effective Date of this Agreement, and 
any of the following Kaiser divisions, subsidiaries or corporations:

Kaiser and any entity controlled by or under common control with Kaiser, 
including, as of the date hereof:

Kaiser Foundation Hospital
Kaiser Foundation Health Plan of Colorado 
Kaiser Foundation Health Plan of Georgia, Inc.
Kaiser Foundation Health Plan of Kansas City, Inc.
Kaiser Foundation Health Plan of the Mid-Atlantic States, Inc.
Kaiser Foundation Health Plan of North Carolina
Kaiser Foundation Health Plan of Connecticut, Inc.
Kaiser Foundation Health Plan of Massachusetts, Inc.
Kaiser Foundation Health Plan of New York
Kaiser Foundation Health Plan of the Northwest
Kaiser Foundation Health Plan of Ohio
Kaiser Foundation Health Plan of Texas
Kaiser Foundation Rehabilitation Center
Kaiser Foundation Research Institute
Kaiser Permanente Insurance Corporation
Kaiser Permanente International
CHP Companies, Inc.
Community Health Plan

Any entity which may be identified by Kaiser in the future by written notice 
to Contractor or which has entered into a joint venture, alliance or 
affiliation agreement with any of the entities referred to above provided 
such agreement remains in effect as of the date hereof and such entity shall 
be added as a purchaser ("Purchaser") by an amendment ("Amendment") to this 
Agreement.  Such entities currently include but are not limited to those 
listed below.  In the event that such entity is added to this Agreement, it 
shall be responsible directly to Contractor for its financial and liability 
matters under this Agreement Amendment.  Kaiser, the third party entity and 
Contractor shall be signatories to any resulting Amendment.

Group Health Cooperative of Puget Sound
Group Health Northwest
Kaiser/Group Health



                                                           Page 17

<PAGE>


SCHEDULE B TO KAISER LICENSE AGREEMENT (CONTINUED)

Any medical professional corporation which has entered into a medical 
services agreement with any of the entities referred to immediately above, 
provided such agreement remains in effect, including, as of the date hereof 
and such medical professional corporation shall be added as a Purchaser by an 
Amendment to this Agreement.  Such medical professional corporations 
currently include but are not limited to those listed below.  In the event 
that such medical professional corporation is added to this Agreement, it 
shall be responsible directly to Contractor for its financial and liability 
matters under this Agreement Amendment.  Kaiser, the medical professional 
corporation and Contractor shall be signatories to any resulting Amendment.

The Permanente Federation
The Permanente Medical Group, Inc.
Southern California Permanente Medical Group
Colorado Permanente Medical Group, P.C.
Hawaii Permanente Medical Group, Inc.
Permanente Medical Group of Mid-America, P.A.
Mid-Atlantic Permanente Medical Group
The Carolina Permanente Medical Group, P.A.
Northeast Permanente Medical Group
Northwest Permanente, P.C. Physicians and Surgeons
Ohio Permanente Medical Group, Inc.
Permanente Medical Association of Texas







                                                           Page 18

<PAGE>


KAISER/HSD LICENSE AGREEMENT - ATTACHMENT 1
NON-DISCLOSURE AGREEMENT

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

This non-disclosure agreement ("Agreement") is entered into between the 
undersigned ("Recipient") and Health Systems Design Corp. ("HSD") in 
consideration of Recipient being provided access to confidential information 
owned by HSD.  Recipient may be an individual and/or a business entity as 
specified in Section 15, below.

1.   Information that will be disclosed in the course of business discussions 
     will include proprietary and confidential information not generally 
     known in the Managed Healthcare Software Industry ("Confidential 
     Information") in tangible formats and/or on media or in visual or verbal 
     form.  All such materials will be identified or marked as confidential 
     when disclosed or subsequently marked/identified as confidential.

2.   It is mutually understood and agreed that the Confidential Information is
     being disclosed for the purpose specified below and may be used for only
     that purpose.
     --------------------------------------------------------------------------
     --------------------------------------------------------------------------
     
3.   In recognition of HSD's proprietary interests and the advisability of 
     taking reasonable and prudent measures to protect those interests 
     Recipient agrees as follows:

     3.1  Recipient agrees to safeguard the Confidential Information with 
     the same degree of care Recipient uses to protect its own valuable
     confidential business information and otherwise exercise a high degree of
     care in dealing with any such information in recognition of its 
     proprietary nature.

     3.2  Recipient shall not copy the Confidential Information without  
     HSD's prior written authorization and agrees that any copies so authorized
     shall include any and all confidentiality/proprietary rights notices (such
     as copyright) contained therein.
     
     3.3  Recipient shall permit access to the Confidential Information  
     strictly on a "need-to-know basis" only to those employees who have 
     first been advised of the proprietary nature of the Confidential 
     Information and who agree to maintain the confidentiality thereof.  For 
     the purposes of this Agreement "employees" shall include third parties 
     retained on a contract basis with the understanding that contract 
     technical personnel/consultants shall only be granted access to 
     Confidential Information subject to HSD's prior written consent.

4.   The obligations of Paragraph 3 shall not apply to any material/information
     to which Recipient can demonstrate by credible evidence that any of the
     following exceptions apply:
                                          
     4.1  Information that is in the public domain and/or which enters the
     public domain through no breach of this Agreement;
     
     4.2  Information previously known to Recipient;

     4.3  Information received from a third party who has the legal right to
     possess and disseminate any such information;
     
     4.4  Information independently developed without the use of Confidential
     Information;
     

                                                  Page 19

<PAGE>

     4.5  Confidential Information approved for release by HSD's written
     authorization to the extent of and subject to such conditions as may be
     imposed in such written authorization; and 
     
     4.6  Confidential Information disclosed in response to a valid order of a
     court and/or other governmental body of the United States or any political
     subdivisions thereof, but only to the extent of and for the purposes of
     such order, provided, however, that the Recipient shall timely notify HSD
     of the order so that HSD may seek a protective order.

5.   Recipient acknowledges its obligation to control access to and/or
     exportation of technical data under the applicable export laws and
     regulations of the United States, and agrees to adhere to and comply with
     such laws and regulations with respect to any technical data received under
     this Agreement.

6.   Confidential Information, including all copies thereof, shall be returned
     to HSD or destroyed within 10 days of HSD's instruction to Recipient
     regarding the handling/disposition of any such Confidential Information.

7.   It is mutually understood and agreed that any violation of Section 3,
     above, would likely cause irreparable injury to HSD for which it would have
     no adequate remedy at law and that HSD shall be entitled to seek immediate
     judicial relief such as restraining orders.  All other disputes arising
     under this Agreement shall be subject to binding arbitration conducted by a
     private dispute resolution service,  such as Judicate,  conducted under
     applicable American Arbitration Association rules.  The prevailing party in
     any action or arbitration under this Section 7 shall be entitled to an
     award of attorney fees and costs including any fees/costs associated with
     the enforcement of any such arbitration award and/or court order(s).

8.   Nothing contained in this Agreement or in any discussions undertaken or
     disclosures made pursuant hereto shall (a) be deemed a commitment to engage
     in any business relationship, contract or future dealing with the other
     party, or (b) limit either party's right to conduct similar discussions or
     perform similar work to that undertaken pursuant hereto, so long as said
     discussions or work do not violate any term of this Agreement.

9.   No patent, copyright, trademark or other proprietary right is licensed,
     granted or otherwise transferred by this Agreement or any disclosure
     hereunder, except for the right to use such information in accordance with
     the terms of this Agreement and for no other purpose than specified herein.

10.  This Agreement shall continue in full force and effect for a period of 5
     years following the last disclosure of Confidential Information hereunder.

11.  This Agreement may not be assigned by either party without the prior
     written consent of the other and no permitted assignment shall relieve a
     party of its obligations hereunder with respect to Confidential Information
     disclosed to that party prior to the assignment.  Any assignment in
     violation of this Section shall be void.  This Agreement shall be binding
     upon the parties and their respective successors and assigns.

12.  If any provision of this Agreement shall be held invalid or unenforceable,
     such provision shall be deemed deleted from this Agreement and replaced by
     a valid and enforceable provision which so far as possible achieves the
     original intent of the Agreement.

13.  Notices hereunder shall be deemed received 3 business days after mailing to
     the addresses set forth below (or subsequently modified) unless sent by
     overnight service such as Federal Express in which case delivery will be as
     of the date/time indicated by the records of any such delivery service.

14.  This Agreement represents the entire understanding between the parties with
     respect to the subject matter hereof and supersedes all prior
     communications, agreements and understandings 

                                                   Page 20

<PAGE>


     relating thereto.  The provisions of this Agreement may not be modified, 
     amended or waived, except by a written instrument duly executed by both 
     parties.  This Agreement shall be subject to California Law except as to 
     its choice of law statutes.

15.  By signature below the undersigned warrant that they have the authority to
     enter into this Agreement individually and/or in any applicable
     representative capacity:



FOR HSD:                                FOR RECIPIENT:

                                        --------------------------------
                                        Company Name 

By:                                     By:
   ----------------------------             ----------------------------

Name                                    Name
     ------------------------                ---------------------------
Title:                                  Title:
      --------------------------              --------------------------

_________________________ , 1997        _________________________ , 1997


                                        Address /Telephone and Facsimile:

1300 Broadway, Suite 1200               ------------------------------------
Oakland, CA 94612                       ------------------------------------
510 763-2629                            ------------------------------------
510 763-2081 (Fax)                      ------------------------------------


                                                   Page 21


<PAGE>

KAISER/HSD LICENSE AGREEMENT - ATTACHMENT 2
DIAMOND CLIENT/SERVER BASE PERFORMANCE STANDARDS

As Diamond is a distributed system, overall system performance is constrained 
by the slowest component. Cost trade-offs on hardware, production operations, 
user behavior, volume, network  traffic, database server loading, and others 
directly affect one another so uniquely between installations that 
performance data monitoring of each component (server, network, client) in an 
environment modeled as closely as possible to Kaiser's production system is a 
requirement before HSD can certify the accuracy of these numbers.

Diamond base performance standards are as follows:

RESPONSE TIME IS DEFINED AS A USER INTERACTION COMPRISED OF THE TIME INTERVAL 
BETWEEN A USER PRESSING THE ENTER KEY AND THE WINDOW BEGINNING TO 
REFRESH/REPAINT WITH THE SPECIFIC DATA OR APPROPRIATE ERROR MESSAGE. EACH OF 
THESE USER INTERACTIONS IS COMPOSED OF DIFFERING LEVELS OF DATABASE 
INTERACTIONS.  THEY RANGE FROM SIMPLE DATABASE QUERIES, TO COMPLEX, 
MULTI-FACETED INTERACTIONS COMPRISED OF MANY TABLE QUERIES, INSERTS AND/OR 
UPDATES.

The following is based upon previous and ongoing Diamond 950 performance 
analysis on an HSD sanctioned system configuration:

1.   Screen-to-screen changes, after initial screen open, shall be three (3)
     seconds or less 90% of the time.
     
2.   Table look-ups shall not exceed three (3) seconds, 90% of the time.
     
3.   Complex application interactions involving multiple database accesses shall
     not exceed three (3) seconds 90% of the time.

Examples of the above standards are:

Business Function             Base End-to-End user response time
     Auth Inquiry                            1s
     Auth Entry                              3s
     Claim Inquiry                           1s
     Member Demo Update                      2s
     Claim Entry                             3s
     Eligibility Update                      3s
     Member Entry                            3s
     Member Disenrollment                    3s
     Provider Inquiry                        3s
     Claim Adjudication                      3s

In order to achieve the above performance standards, the CUSTOMER's 
processing environment must have the following minimal characteristics:

1.   A UNIX Server with sufficient processing power to sustain expected user
     loads running Oracle RDBMS Version 7.x.  In a distributed environment, this
     is true for all servers in the configuration.

2.   PC workstations with Intel Pentium 133 MHz or faster processor, 24MB of RAM
     running Windows 3.1 or later Windows version with Diamond Client/Server
     application code on a local hard disk with a 12 msec or faster access time,
     WINSOCK compliant TCP/IP stack and SQL*Net V2.x or later.
     
3.   A network configuration with sufficient bandwidth to sustain expected user
     load.  Example, 100MB FDDI.


                                                            Page 22