Portions of this  document  have been  deleted  pursuant to an  application  for
Confidential Treatment filed with the Securities and Exchange Commission.





 AMISYS IMPLEMENTATION AND SYSTEMS INTEGRATION
               SERVICES AGREEMENT

                     between

            PEROT SYSTEMS CORPORATION

                       and

        MERIT BEHAVIORAL CARE CORPORATION



       dated effective as of January 12, 1996

      AMISYS IMPLEMENTATION AND SYSTEMS INTEGRATION SERVICES AGREEMENT

     THIS  AGREEMENT  made  effective  as of the 12th day of January,  1996 (the
"Effective  Date") by and between  PEROT  SYSTEMS  CORPORATION  ("PSC") with its
principal  place of business at 12377 Merit Drive,  Dallas,  TX, 75251 and MERIT
BEHAVIORAL CARE CORPORATION  ("MBC") with its principal place of business at One
Maynard Drive, Park Ridge, NJ, 07656.


              W I T N E S S E T H :

     WHEREAS,  PSC  proposes to provide  implementation  services for the AMISYS
Managed Care System and systems integration services in support of MBC's managed
care system needs; and

     WHEREAS,  MBC desires to obtain from PSC  implementation  services  for the
AMISYS  Managed Care System and systems  integration  services in support of its
managed care system needs; and

     WHEREAS,  PSC desires MBC's  participation in the configuration and testing
of  the  AMISYS  Managed  Care  System  and  the  conversion  of  MBC's  current
Information  Systems known as Bionet,  HP9000,  and AS400 to the AMISYS  Managed
Care System; and

     WHEREAS,  PSC is capable and willing to provide certain systems integration
services in connection with the AMISYS System implementation;

     NOW,  THEREFORE,  in  consideration of the premises and the mutual promises
contained  herein  and  for  other  valuable  consideration,   the  receipt  and
sufficiency  of which is  hereby  acknowledged,  MBC and  PSC,  intending  to be
legally bound, agree as follows:


Article I.  Definitions

     The  following  terms shall have the  meanings set forth below when used in
this Agreement and other agreements  executed  pursuant to this Agreement unless
the context otherwise requires:

     "Acceptance"  or "Acceptance of the AMISYS System" means the recognition by
MBC in writing that the AMISYS Managed Care System is implemented, installed and
operable at designated MBC sites according to the Acceptance  Criteria specified
in Schedule C.

     "Acceptance Criteria" means those standards and criteria for the
 completion of the implementation and transition of MBC's legacy systems
to the AMISYS  System to the extent  described in Schedule C of this  Agreement;
provided,  that if MBC does not meet its  obligations as specified in Article IV
or in an agreed upon project plan,  then PSC shall be relieved of the Acceptance
Criteria only to the extent that MBC's failure to meet such requirements affects
PSC's ability to meet the Acceptance Criteria.

     "Additional  Services Fees" shall have the meaning stated in Section 5.3 of
this Agreement.

     "AMISYS  Managed  Care  System"  or  "AMISYS  System"  means  the  Software
applications   purchased  and  licensed  by  MBC  from  American   International
Healthcare,  Inc. (currently AMISYS Managed Care Systems Incorporated)  ("AMISYS
Managed Care Systems,  Inc.") and other third party  Software which is used with
the AMISYS  applications  Software and  purchased and licensed by MBC from third
party vendors.

     "Base Implementation Services Fee" shall have the meaning stated in Section
5.1.

     "Base Index" shall mean the Consumer Price Index ("CPI") published
by the Bureau of Labor Statistics of the United States Department of Labor
in January one year prior to the Current Index.

     "Contract Year" shall mean each 12-month  period  commencing on January 12,
1996, or any anniversary of such date during the Term.

     "Current  Index"  shall mean the CPI  published  in January of the calendar
year in which an increase in the Fees is sought.

     "Deliverables"  shall mean the items and services  which PSC must submit to
MBC for review and approval as described in Schedule B.

     "Documentation"  shall  mean any user  manuals,  training  materials,  user
specifications and other user material related to the AMISYS System.

     "Enhancement",  or  conjugations  thereof,  shall  mean  any  creation  of,
addition  to, or change in,  the AMISYS  System  which  improves  or adds to the
functionality  of a feature of the  Software  for the AMISYS  System  other than
relating to Third Party Software,  and with respect to Enhancements  relating to
Third Party Software,  which can be readily  performed by PSC without  incurring
additional  costs related to such Third Party  Software or the need for expanded
access to, or rights to develop or use, such Third Party Software.

     "Fees" shall mean the Base Implementation Services Fees, Systems
Integration and Reporting Fees and Additional  Services Fees.

     "Hardware" means any computer hardware required to execute the
AMISYS  System.

     "Key Users" means MBC staff in Provider,  Claims and other NSC  departments
involved in supporting centralized functions on the AMISYS System.

     "Maintenance",  or  conjugations  thereof,  shall  mean  the  following  in
relation to PSC Software:  Any creation or correction of, addition to, or change
in, the PSC Software  occurring in the normal  course of business  that does not
improve or add to the functionality of the PSC Software or the AMISYS System. In
relation to Third Party Software,  including AMISYS  Software,  refer to Section
3.5 of this Agreement.

     "MBC  Affiliate"  shall  mean  any  person  or  entity  that,  directly  or
indirectly through one or more intermediaries, controls, or is controlled by, or
is under common control or shares control with MBC.

     "National  Service  Center"  or "NSC"  means MBC  operational  and  support
departments where consolidated  functions are performed to support MBC corporate
objectives.

     "PSC Software"  means any Software owned by (as opposed to licensed to) PSC
and used with the AMISYS System,  including  integration  software  developed by
PSC.

     "Software"  means the computer  application  programs  that are required to
meet the  Deliverables of PSC,  including but not limited to, the AMISYS System,
Third Party Software, PSC Software, or software owned by MBC.

     "Source  Code"  shall mean the  literal  computer  program(s)  written in a
specified, standard programming language, from which the applications version(s)
of the program(s) are compiled.

     "Systems  Integration  and Reporting  Services Fees" shall have the meaning
stated in Section 5.2 of this Agreement.

     "Third  Party  Software"  means any  Software  which is licensed by and not
owned  by PSC or MBC  and is used  with  the  AMISYS  System,  including  AMISYS
application software.

Article II.  Term of Agreement and Extensions

     2.1 Initial Term. The initial term of this  Agreement  shall continue for a
period of two (2) years  from the  Effective  Date,  unless  terminated  earlier
pursuant to Article XII  ("Initial  Term").  In the event this  Agreement is not
terminated prior to the expiration,  or at the expiration,  of the Initial Term,
the term of the Agreement shall continue  indefinitely until terminated pursuant
to Article XII (the Initial Term and any  continuation  collectively  shall mean
"Term").  After the Initial Term, this Agreement shall continue pursuant to this
Section 2.1 at the charges (as adjusted in  accordance  with  Section  5.10) and
upon the terms and  conditions  in effect  during the preceding 12 months of the
Term.

Article III.  PSC's Obligations and Scope of Services

     3.1  Base  Implementation   Services.  PSC  shall  provide  implementation,
conversion  and  transition   services  related  to  the  AMISYS  System  ("Base
Implementation  Services")  according  to the  specifications,  time  schedules,
locations,  and other  parameters as established in Section II of Schedule B and
in accordance  with the Acceptance  Criteria  established in Schedule C, both of
which are attached hereto and incorporated herein by reference.

     3.2 Systems Integration and Reporting  Services.  PSC shall provide systems
integration  and report  development  services in support of MBC's AMISYS System
implementations  according  to  specifications  established  in  Section  III of
Schedule B. Such  services  will be  provided in support of Base  Implementation
Services  as  described  in  Section II of  Schedule  B as well as other  AMISYS
implementation  projects  as  specified  in Section IV of Schedule B at the rate
defined in Section 5.2.  All  services  provided by PSC pursuant to this Section
3.2 shall be specifically requested and authorized by MBC in writing pursuant to
the  procedures  described in Section III of Schedule B. If Systems  Integration
and Reporting  Services  recommended  by PSC are required for PSC to perform its
obligations under this Agreement,  including its obligations under Section II of
Schedule B, or for PSC to meet the Acceptance  Criteria  established in Schedule
C, and MBC elects not to authorize the  performance of such services,  PSC shall
not be  obligated  to perform  under  this  Agreement  to the extent  that PSC's
performance is adversely affected by MBC's inactions or actions.

     3.3 Additional Services.  PSC may provide other project and ad hoc services
not  included  in  Base  Implementation  Services  or  Systems  Integration  and
Reporting  Services  ("Additional  Services").  These  Additional  Services  are
described in Section IV of Schedule B. All services  provided by PSC pursuant to
this  Section  3.3 shall be  specifically  requested  and  authorized  by MBC in
writing pursuant to the procedures  described in Section IV of Schedule B at the
rates defined in Section 5.3 of this Agreement.

     3.4 Staffing  Requirements.  PSC shall provide  sufficient  staff, with the
necessary  experience levels, to fulfill its service  obligations  applicable to
the AMISYS  System and any other  obligations  specified in this Article III and
Schedule  B and will not  charge  for such  employees,  except  as  specifically
provided in this Agreement or in Schedule B. As long as the PSC account manager,
implementation  manager,  technical  manager,  project  managers and  transition
managers  remain  employed by PSC, PSC will use its best  commercial  efforts to
avoid changing the personnel  fulfilling these  responsibilities for a period of
two (2) years from the  Effective  Date.  For the above PSC  employees  that are
replaced  during the Term,  MBC will have the right to interview  and  recommend
replacement candidates provided,  however, such  recommendation(s)  shall not be
binding on PSC. For those PSC employees  that are replaced  during the Term, PSC
will substitute employees with comparable levels of skill and experience.

     3.5 Software  Maintenance.  As part of the  services  rendered for the Base
Services Implementation Fee, PSC shall use its best commercial efforts to assist
MBC in the  management of any Third Party  Software  vendors to  facilitate  the
completion  and  delivery  of  Deliverables  outlined  in Sections II and III of
Schedule  B.  This  may  include  any  maintenance   and/or  support  agreements
established by MBC. MBC shall be responsible  for the payment of all Third Party
maintenance and/or support fees.

     3.6 Subcontractors.  To the extent necessary and practical, PSC may utilize
subcontractors to facilitate PSC's  performance  under this Agreement  provided,
however, that (1) MBC shall have the right to require all such subcontractors to
be  subject to the  obligations  of  confidentiality  as set forth in Article IX
hereof; and (2) PSC shall not utilize as subcontractors any former MBC employees
or third  parties  that have  provided  services  to MBC  within  the  preceding
twenty-four (24) months without MBC's prior written  consent.  PSC does not have
authority to bind MBC in any  subcontractor  agreements or any other  agreements
entered into by PSC in connection herewith, including any agreements relating to
MBC's obligations under Article IV.

Article IV.  MBC Obligations

          Testing and Acceptance.  MBC agrees to provide  adequate staff to test
the AMISYS System and to provide  adequate user  resources for data entry during
the  transition of the legacy  systems to the AMISYS System as specified in each
project  implementation plan and agrees to Acceptance of the AMISYS System after
testing if the AMISYS System meets the Acceptance Criteria as fully described in
Schedule C.

          Hardware and Software.MBC  shall provide all the Hardware and Software
reasonably  necessary  for PSC to  utilize  the  AMISYS  System,  and  shall  be
responsible  for all costs  related to  procurement  of  Hardware,  Third  Party
Software license fees to Third Party Software vendors, and Hardware and Software
maintenance and/or support fees to third party Hardware and Software maintenance
and/or support providers, including but not limited to the following:

  (a) MBC will be responsible  for any Hewlett Packard fees required for on-site
  services related to performing system maintenance and system upgrades required
  for PSC to perform services  outlined in Schedule B and to meet the Acceptance
  Criteria established in Schedule C.

  (b) MBC will be responsible for any fees associated with software  maintenance
  or  enhancements  for (1) the  transition of the legacy  systems to the AMISYS
  System,  and (2) the  AMISYS  System  itself  related  to system  releases  or
  software upgrades  provided by AMISYS Managed Care Systems,  Inc., Third Party
  Software  providers or PSC, which are reasonably  necessary for PSC to perform
  the  services  outlined  in  Schedule  B and to meet the  Acceptance  Criteria
  established in Schedule C.

  (c) MBC will be responsible  for purchasing  all equipment,  maintenance,  and
  supplies  related to the  operation of the AMISYS  System.  This  includes all
  Hewlett  Packard  software,   hardware,  or  any  other  equipment  reasonably
  necessary  for PSC to perform the services  outlined in Schedule B and to meet
  the Acceptance Criteria established in Schedule C.

  (d) MBC shall be responsible for all software license and  maintenance/support
  agreements,  including its support agreement with AMISYS Managed Care Systems,
  Inc., reasonably required for PSC to perform the services outlined in Schedule
  B and to meet the Acceptance Criteria established in Schedule C.

     4.3  Telecommunications   Equipment.   MBC  agrees  to  provide  reasonable
equipment,  cabling,  circuits, line usage, and related items required to access
the  AMISYS  System  ("Telecommunications   Equipment"),   including  reasonable
communication  systems,  Local Area  Networks  (LANs),  modems,  ports and other
interface equipment to be used at any MBC site. MBC will also be responsible for
communications  equipment  and circuit  charges  necessary  for  connecting  MBC
systems to PSC's managed care staff in Dallas, Texas.

     4.4 Manuals.  To the extent procedures manuals already exist, MBC will make
such procedures  manuals  available for use by PSC personnel.  MBC will maintain
and update all manuals as reasonably required for use by PSC and MBC personnel.

     4.5 Data Entry. MBC is responsible for providing users to enter any and all
required data into the AMISYS System and to operate the AMISYS System. Such data
to be entered includes provider, membership, claims and authorization data. Such
data entry will be required  for purposes of  operating  the AMISYS  System on a
daily  basis and any system  testing  that MBC may be  required  to  complete as
defined in Sections II and III of Schedule B.

     4.6  MBC  Staffing  and  Project  Support.   MBC  agrees  to  designate  an
implementation  manager  at each  MBC  site  for  which  the  AMISYS  System  is
implemented.  MBC,  as part of meeting  the  implementation  requirements,  will
provide certain team members to assist in the implementation roll-out.  Specific
staffing levels to be provided to PSC by MBC include implementation resources of
three (3) Business Analysts,  three (3) Technical Specialists for conversion and
reporting, and three (3) Project Leaders that report to the PSC Project Manager.
MBC will also provide the following  transition team resources to be assigned to
PSC: one (1) Business Analyst, and one (1) Technical Support Specialist. The MBC
employees  assigned to this effort will report to a PSC employee and be assigned
tasks  and  deliverables  by the PSC  Management  team.  MBC  will  use its best
commercial efforts to avoid changing the employees assigned to the project.  For
those MBC employees  that are replaced  during the Term, PSC will have the right
to interview  and  recommend  replacement  candidates  provided,  however,  such
recommendation(s)  shall not be binding on MBC. For those MBC employees that are
replaced during the Term, MBC will substitute  employees with comparable  levels
of skill and experience.

     In the  event  an MBC  employee  fails  to meet  the  deliverable  date for
Deliverables  for  which  he/she  is  responsible  or does not  have the  skills
necessary to perform MBC's  obligations  under this Agreement,  PSC and MBC will
agree to (1) remove such  employee  from the project;  (2) replace such employee
with another MBC  employee;  or (3) authorize PSC to replace the employee with a
PSC employee at an additional costs to MBC.

     MBC  shall  designate  Key  Users in all NSC  departments  responsible  for
administering  functions on the AMISYS  System.  Designated  Key Users will have
responsibility  for  AMISYS  configuration  issues  affecting  their  respective
departments and providing  interdepartmental  on-going  training and support for
department  staff.  Designated Key Users will also be responsible  for enforcing
AMISYS  standard  usage  and  coordinating   additional   departmental  staffing
resources to support AMISYS System implementations.

     MBC  shall  provide  PSC with  reasonable  access to  personnel  as well as
appoint a specific  employee to act a project liaison as reasonably  required to
fulfill  PSC's  obligations  as defined  in  Schedule  B.  Subject to Article IX
herein,  MBC agrees to cooperate  with PSC by making  available,  as  reasonably
requested by PSC, management decisions,  personnel,  information,  approvals and
acceptances  so that PSC may perform its  obligations in a timely and acceptable
manner.

     4.7 Availability for Meeting. As reasonably requested by PSC, MBC personnel
will be  available  for  meetings,  performance  reviews and  approvals,  and to
establish  goals and  objectives  associated  with  services  provided by PSC as
specified in this Agreement.

     4.8 Third Party  Software and Hardware.  MBC is  responsible  for complying
with PSC's reasonable requests to use Third Party Software (including the AMISYS
application   software)   and  Hardware  in  accordance   with  any   reasonable
restrictions provided by the vendors of such Software and Hardware to the extent
required for PSC to perform its obligations under this Agreement.

     4.9 Office  Facilities and Supplies.  MBC shall provide  reasonable  office
facilities  and supplies to PSC to enable PSC to perform its  obligations  under
this  Agreement.  MBC shall  provide  equipment  to PSC  necessary to access the
AMISYS System.

     4.10  Postage and Delivery  Costs.  MBC shall pay all  reasonable  postage,
freight,  shipping  and  handling  costs for the  implementation  of the  AMISYS
System.  MBC  shall  bear all  expenses  for the  transportation,  delivery  and
transfer of all AMISYS Systems (for training purposes), Documentation and AMISYS
System output between PSC and MBC.

     4.11 Data Center  Operations and Support.  MBC shall  establish and operate
one Data Center,  where data is processed as necessary to fulfill the Acceptance
Criteria for the transition of the legacy systems to the AMISYS System.

     4.12 Use of Third  Party  Services.  With  respect  to  services  which are
required for PSC to meet the Acceptance Criteria established in Schedule C, such
services  (as  described  in  Sections  II and III of Schedule B) must either be
completed  by PSC, or MBC must  obtain  prior  approval  from PSC for the use of
third  parties to complete this work,  which  consent shall not be  unreasonably
withheld.

     4.13 Non-Performance By MBC.  Notwithstanding  anything contained herein to
the contrary,  with respect to MBC's responsibilities  pursuant to Sections 4.1,
4.2, 4.3,  4.4,  4.5,  4.6,  4.7, 4.8, 4.9, 4.10 and 4.11,  MBC may, in its sole
discretion,  determine  not to perform  any of its  obligations  pursuant to and
described  in such  sections  and no such  failure to  perform  will be deemed a
breach of this  Agreement,  provided,  however,  that if MBC  determines  not to
perform any such obligations,  including opting not to pay any costs or expenses
otherwise  required herein, (1) PSC shall not be obligated to perform under this
Agreement to the extent that PSC's  performance  is adversely  affected by MBC's
action or  inaction,  and (2)  neither  MBC nor PSC shall be  relieved of any of
their respective  obligations otherwise owed under this Agreement.  In the event
MBC  determines not to perform one of its  obligations  pursuant to this Article
IV,  MBC  shall  provide  written  notice to PSC  thereof,  and MBC shall not be
relieved of any payments otherwise due PSC as described in Article V.

     4.14  Incurrence  of  Expenses.  With  respect to MBC's  obligations  under
Section 4.2, PSC must obtain MBC's prior written  approval before  incurring any
expenses for which it will seek  reimbursement from MBC pursuant to this Article
IV.


Article V.  Payment

5.1  Base Implementation Services Fee.

 (a) MBC shall pay to PSC a base  implementation  fee (the "Base  Implementation
 Fee") of $_________ for January,  1996, and  confidential  $__________ for each
 subsequent  month  during  the Term of this  treatment  Agreement  for the Base
 Implementation  Services  specified  in  requested  Section  II of  Schedule  B
 performed by PSC in accordance with the procedures of such Schedule B.

 (b) With  respect to each  Implementation  Site,  including  but not limited to
 those  Implementation  Sites described in Section II of Schedule B, MBC and PSC
 shall  mutually  agree on a date  that  implementation  for each  site  will be
 completed  (the "Live  Date") in  accordance  with the  Acceptance  Criteria as
 described in Schedule C (the "Acceptance  Criteria").  A list of the Live Dates
 shall be  incorporated  herein  and  attached  hereto as Exhibit A and shall be
 amended from time as additional Live Dates are mutually  established by MBC and
 PSC.

 (c) With  respect to each  Implementation  Site,  if PSC  satisfies  all of the
 Acceptance  Criteria on the scheduled  Live Date,  MBC's  obligation to pay the
 Base Implementation Fee shall remain unchanged.

 (d) With respect to each  Implementation  Site,  if PSC fails to satisfy any of
 the Acceptance Criterion on the scheduled Live Date solely due to PSC's failure
 to perform its  obligations  hereunder,  and such failure  continues for thirty
 (30) days after the scheduled  Live Date, the Base  Implementation  Fee for the
 subsequent  confidential month shall be reduced by an amount equal to $________
 per  day  treatment  until  the  implementation  for  each  site  is  completed
 consistent requested with the Acceptance Criteria,  provided that PSC's failure
 to complete one or more sites by their  respective  Live Dates shall not affect
 MBC's  obligation  to pay the  adjusted  Base  Implementation  Fee in a  timely
 manner, and provided further,  that MBC shall make the appropriate  adjustments
 to the Base  Implementation  Fee on a monthly basis.  Such fee reduction  shall
 cease upon the termination of this Agreement.

 (e) With  respect to each  Implementation  Site,  if PSC  satisfies  all of the
 Acceptance  Criteria by more than thirty  (30) days before the  scheduled  Live
 Date, the Base  Implementation  Fee for the subsequent month shall be increased
 by an amount  equal to  confidential  $________  per day until thirty (30) days
 before the  scheduled  treatment  Live  Date,  provided  that PSC's  ability to
 complete one or more requested  sites before their  respective Live Dates shall
 not affect MBC's  obligation to pay the adjusted Base  Implementation  Fee in a
 timely  manner  and  provided,  further,  that MBC shall  make the  appropriate
 adjustments to the Base Implementation Fee on a monthly basis.

 (f) Nothing  contained  in Sections  5.1 (b) - (e) shall affect any of MBC's or
 PSC's obligations,  rights or remedies under this Agreement except with respect
 to payment of the Base Implementation Fee.

     5.2  Systems Integration and Reporting Services Fees.
 MBC shall pay PSC, at an hourly rate of $_______, to provide     confidential
 the Systems Integration and Reporting Services as described and  treatment
 identified in Section 3.2 of this Agreement                      requested

     5.3  Additional  Services  Fees.  PSC may provide  services for  additional
projects  not  covered  by the  Base  Implementation  Services  Fee and  Systems
Integration and Reporting Services Fees at the following hourly rates:

     Project  Managers  $___  per hour  confidential  Business,  Financial,  and
     Systems Analysts $___ per hour treatment Network and Systems Engineers $___
     per hour requested


In substitute for hourly rates for Additional Services, MBC may request, and PSC
may propose,  fixed price quotes for certain Additional Services projects.  Such
fixed price fees will be due and payable to PSC in equal monthly payments during
the term of the project, or as otherwise agreed.

     5.4 Hardware and  Software  Procurement  Fees.  At MBC's  request,  PSC may
provide  quotes  for third  party  Hardware  and  Software  required  to support
services provided under this Agreement.  Upon MBC's written  acceptance of PSC's
third party  Hardware or Software  quotes,  and upon PSC's delivery of requested
Hardware or Software, MBC agrees to pay PSC for such quoted fees.

     5.5 Reimbursement of Travel Expenses. MBC shall reimburse PSC at PSC's cost
for such reasonable and necessary direct  out-of-pocket travel expenses incurred
directly in connection with PSC's performance of its services as contemplated by
this Agreement,  including reasonable air fare (coach class), accommodations and
reasonable  meals,  but excluding any normal  scheduled travel to the offices of
AMISYS  Managed Care Systems,  Inc., for training  classes.  Such travel must be
approved in advance by an authorized representative of MBC, which approval shall
not be  unreasonably  withheld  or  delayed  (but  which  approval  shall not be
required  in urgent  situations).  MBC shall be  invoiced  monthly  in  arrears;
provided,  however,  that MBC shall have no  obligation to reimburse PSC for any
such expenses which are either not properly approved in advance or which are not
invoiced within one year of the date incurred by PSC.

     5.6  Invoice  Adjustments  and  Additional  Charges.  MBC must  identify in
writing to PSC any contested  invoice items within one year after receipt of the
invoice or forego any future rights to contest such invoice,  except in the case
of fraud or  deceit.  In  addition,  PSC must  identify  in  writing  to MBC any
additional  charges not  originally  included on the  invoice  delivered  to MBC
within one year after the later of the date the costs were  incurred  by PSC, or
PSC agrees to forego any future rights to invoice MBC for such charges.

     5.7  Invoices.  PSC will invoice MBC on or about the fifth  business day of
each month for: (1) the Base  Implementation  Services Fees for such month;  and
(2) any Systems  Integration and Reporting Services Fees and Additional Services
Fees relating to the  performance of such services for the previous  month.  All
PSC invoiced  amounts are due and payable thirty (30) days after receipt by MBC.
PSC shall supply  supporting  data for such invoices as reasonably  requested by
MBC.

       5.8 Proration.  All periodic  charges  (other than hourly  charges) under
this  Agreement  are to be  computed  on a  calendar  month  basis,  and will be
prorated for any partial month as follows:  number of days that have  transpired
in the month divided by the number of days in the month.

     5.9 Pricing Adjustments. Except as otherwise agreed upon by the parties and
subject to this  Section  5.9,  during the Term of this  Agreement,  PSC may not
increase the Fees.  Commencing  as of January 12,  1997,  and not more than once
annually, PSC may increase the Fees according to the following formula:

     (1) If the Current Index is less than or equal to seven  percentage  points
     higher than the Base Index,  PSC may increase the Fees by 50 percent of the
     percentage  point  increase of the Current Index over the Base Index (e.g.,
     if the  Base  Index = 100 and the  Current  Index = 102,  the  Fees  may be
     increased by (.5 x (102 - 100)/100) = 1%).

     (2) If the Current Index is more than seven  percentage  points higher than
     the Base Index,  PSC may increase the Fees by 50 percent of the  percentage
     point  increase  of the  Current  Index  over  the  Base  Index up to seven
     percentage  points and 75 percent of the  percentage  point increase of the
     Current Index over the Base Index over seven  percentage  points (e.g.,  if
     the Base Index = 100 and the Current Index = 108, the Fees may be increased
     by (108-100)/100 = 8%; (.5 x 7%) + (.75 x 1%) = 3.5% + .75% = 4.25%).

     (3) In the event that the Bureau of Labor Statistics  ceases to publish the
     CPI or  substantially  changes  its  content or  format,  MBC and PSC shall
     substitute  therefor another comparable measure published by an agreed-upon
     source; provided, however, that if such change is to redefine the base year
     for the CPI from 1982-1984 to some other year, the parties will continue to
     use the CPI but shall,  if necessary,  convert either the Base Index or the
     Current Index to the same basis as the other by  multiplying  such index by
     the appropriate conversion factor.

Article VI.  Books and Records; Audit Rights

     6.1  Records.  PSC shall  make and keep  complete  copies of the  following
written records relating to the services performed under this Agreement:  (1) in
regard to any expenses  charged to MBC under this Agreement,  including  expense
reports and receipts; (2) in regard to services provided on a time and materials
basis,  copies of all timelogs  relating to such services;  and (3) in regard to
services provided for a fixed price,  copies of all records reflecting  delivery
and system  acceptance of Deliverables.  PSC shall preserve all such records for
no less than two (2)  years  after  the  services  related  to the  records  are
completed.  During the Term of this Agreement and for two (2) years  thereafter,
MBC shall have the right,  at its own expense,  to inspect and copy such records
during PSC's regular working hours.

     6.2 Annual Audit. PSC shall cooperate and participate in an annual audit of
PSC by MBC (or a third party  consistent  with the  provisions  of this  Section
6.2), conducted at MBC's option and expense, for the limited purpose of ensuring
compliance  with this  Agreement.  PSC shall make available to MBC all pertinent
books and records,  the AMISYS System and any other necessary  information  such
that MBC can  properly  evaluate  the  performance  of PSC with  respect to this
Agreement.  PSC shall not be obligated  by this  Agreement to disclose to MBC or
any other person or entity any information which is not reasonably  necessary to
conduct such an audit,  nor shall PSC be obligated to divulge any trade  secrets
or  proprietary  information  of PSC or any third  party  except  to the  extent
reasonably  necessary to satisfy the purpose of the audit  contemplated  by this
Section 6.2, and in no event shall PSC be obligated to divulge any trade secrets
or proprietary information to any competitor,  or affiliate of a competitor,  of
PSC. MBC may utilize third parties, which are not competitors,  or affiliates of
a  competitor,  of PSC,  to conduct  such audit  subject to such third  party or
parties entering into a confidentially  agreement reasonably satisfactory to MBC
and PSC.  PSC shall  perform  or start to  perform  its  obligations  under this
Section 6.2 within ten (10) days of dispatch of written notice from MBC that MBC
is availing itself of the rights afforded by this Section 6.2

     6.3  Article Survives Agreement.  This Article VI shall survive
the Term of this Agreement for four (4) years notwithstanding the reason for
the expiration or termination of the Agreement.

     6.4 HHS Audit.  If required by  applicable  law, PSC agrees that until four
(4) years after the termination or expiration of this  Agreement,  PSC will make
available to the Secretary of the United  States  Department of Health and Human
Services (the "Secretary") and the United States Comptroller  General, and their
duly  authorized  representatives,  this  Agreement  and  all  pertinent  books,
documents and records necessary to certify the nature and extent of the costs of
the goods and services provided to MBC under this Agreement, as their respective
interests may appear.  This section does not obligate PSC to maintain records in
any particular format. No attorney-client,  accountant-client  or other legal or
equitable privilege shall be deemed to have been waived by the parties by virtue
of this provision.

     6.5 Audit of PSC  Subcontractors.  If PSC  carries  out the  duties of this
Agreement  through a subcontract  worth $10,000 or more over a twelve (12) month
period , the  subcontract  shall  contain  clauses  substantially  identical  to
Sections 6.1 through 6.4,  inclusive,  of this Agreement to permit access to the
subcontractor's  books and records by MBC , as their  respective  interests  may
appear,  and the  Secretary,  the United  States  Comptroller  General and their
representatives.


Article VII.  RIGHTS IN DATA; OWNERSHIP

     7.1 Rights in Data.  As between MBC and PSC,  all data  provided to PSC, in
connection with the AMISYS System,  processing through use of the Software or in
connection  with the  performance by PSC of any of its  obligations  pursuant to
this Agreement shall be be the exclusive  property of MBC. In no event shall PSC
claim any rights with  respect to such data or take any action  with  respect to
such data that is inconsistent  with the duties of a bailee for hire without the
prior written consent of MBC.

     7.2  Additional  Rights in Data. MBC fully reserves its rights to retrieve,
transport  and  deliver  to  third  parties  the  data  provided  by MBC and all
manipulations  of such data  associated  with the AMISYS  System.  PSC shall not
delay,  hinder or impede MBC's  exercise of such powers,  not  withstanding  the
pendency of any dispute between MBC and PSC with respect to MBC's  justification
to so act.

     7.3 Ownership.  For purposes of this  Agreement,  "Work Product" shall mean
the data, materials,  documentation,  computer programs,  inventions (whether or
not  patentable),  and all works of authorship,  including all worldwide  rights
therein under patent,  copyright,  trade secret,  confidential  information,  or
other property right,  created or developed in whole or in part by PSC,  whether
prior to the date of this Agreement or in the future,  while retained by MBC and
that (i) are created  within the scope of this  Agreement,  as such Agreement is
amended by the parties or otherwise in connection or in the  performance  by PSC
of its  obligations  hereunder,  and  (ii)  has  been or will be paid for by MBC
pursuant to this Agreement.  All Enhancements and Maintenance  created hereunder
shall be deemed Work  Product.  All Work Product shall be the sole and exclusive
property of MBC and shall be deemed  "works made for hire" of which MBC shall be
deemed the author.  If any of the Work  Product may not, by operation of law, be
considered  work made for hire by PSC for MBC,  or if  ownership  of all  right,
title,  and  interest of the  intellectual  property  rights  therein  shall not
otherwise  vest  exclusively  in MBC,  PSC  assigns to MBC,  and upon the future
creation thereof  automatically  assigns to MBC, without further  consideration,
the ownership of all Work  Product.  MBC shall have the right to obtain and hold
in its own name copyrights, registrations, and any other protection available in
the Work  Product.  PSC  agrees  to  perform,  during  or after the term of this
Agreement,  such  further  acts as may be  necessary  or  desirable to transfer,
perfect and defend  MBC's  ownership  of the Work  Product  that are  reasonably
requested  by MBC.  MBC agrees that it may not  transfer  or disclose  such Work
Product to third  parties,  except to MBC  Affiliates to the extent (a) such MBC
Affiliate is not a competitor of PSC; and (b) such MBC  Affiliate  agrees not to
transfer or disclose such Work Product to a third party.  MBC's ownership of the
Work Product is restricted in that MBC and MBC  Affiliates may only use the Work
Product in support of their respective businesses.

     MBC hereby grants to PSC an irrevocable, exclusive, worldwide, royalty-free
license to use and distribute (internally and externally) copies of, and prepare
derivative  works based upon,  such Work Product and  derivative  works thereof.
Such license shall be  transferable  except PSC may not transfer such license to
any competitors of MBC or affiliates of such competitors.

     7.4 Pre-existing  Materials.  To the extent that any pre-existing materials
are contained in the materials PSC delivers to MBC, such  materials  will not be
deemed "Work Product"  under Section 7.3, and PSC grants to MBC an  irrevocable,
non-exclusive,  worldwide,  royalty-free  license to use copies of, and  prepare
derivative  works based upon, such  pre-existing  materials and derivative works
thereof.  Such license  shall be  non-transferable  except that MBC may transfer
such  license to MBC  Affiliates,  as  defined  herein,  to the extent  such MBC
Affiliate is not a competitor of PSC. The license granted in this Section 7.4 is
restricted in that MBC and MBC Affiliates may (a) use the pre-existing materials
only in the  operation of the AMISYS  System and not to provide data  processing
services  to third  parties  and (b) not  disclose  the PSC  Software or related
Documentation to third parties;  provided,  however,  that MBC or MBC Affiliates
may disclose the PSC Software  and related  Documentation  to third  parties who
have  executed  PSC's  standard  non-disclosure  agreement as necessary  for the
operation or  maintenance of the PSC Software to provide such services to MBC or
its Affiliates.


Article VIII. Representations, Warranties and
                 Covenants

     8.1  PSC'S WARRANTIES.  PSC warrants and represents to
MBC as follows:

     (a) PSC  warrants  that  its  services  shall  be  performed  by  qualified
     personnel  and  consistent  with good  practice  in the  computer  services
     industry.  If PSC breaches this  warranty,  MBC shall notify PSC in writing
     within  thirty (30) days after such services are  performed,  setting forth
     the manner in which the services  are  defective.  Within  thirty (30) days
     after  receipt of such  notice,  PSC shall  supply  services  to correct or
     replace the work at no charge.  DURING  SUCH THIRTY (30) DAY PERIOD,  PSC'S
     OBLIGATION  TO  CORRECT  THE  DEFECTIVE  SERVICES  AT NO  CHARGE  IS  MBC'S
     EXCLUSIVE  REMEDY  FOR BREACH OF SUCH  WARRANTY.  In the event PSC does not
     correct the defect by the end of the thirty (30) day period,  MBC may avail
     itself of other  remedies.  This  Section  8.1(a) shall not affect or delay
     MBC's ability to terminate for cause  pursuant to Section 12.1.  The 30-day
     notice provisions in this Section 8.1(a) and in Section 12.1 may run at the
     same time.

     (b) PSC owns and/or  possesses all rights and interests in the PSC Software
     necessary to grant the rights set forth in this Agreement.

     (c) The  Deliverables  shall be  delivered  to MBC in  accordance  with the
     agreed  upon  specifications  pursuant  to the  procedures  established  in
     Schedule B. If PSC breaches this warranty,  MBC shall notify PSC in writing
     within  thirty (30) days after such  Deliverables  are  delivered,  setting
     forth the  manner in which the  Deliverables  do not meet the  agreed  upon
     specifications.  Within thirty (30) days after receipt of such notice,  PSC
     shall supply  services to correct  such  defects at no charge.  DURING SUCH
     THIRTY (30) DAY PERIOD, PSC'S OBLIGATION TO CORRECT THE DEFECT AT NO CHARGE
     IS MBC'S  EXCLUSIVE  REMEDY FOR BREACH OF SUCH  WARRANTY.  In the event PSC
     does not correct  the defect by the end of the thirty (30) day period,  MBC
     may avail itself of other remedies. This Section 8.1(c) shall not affect or
     delay MBC's  ability to terminate for cause  pursuant to Section 12.1.  The
     30- day notice  provisions  in this Section  8.1(c) and in Section 12.1 may
     run at the same time.

     (d) EXCEPT AS SPECIFIED IN THIS  AGREEMENT,  PSC DISCLAIMS ALL  WARRANTIES,
     EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
     FITNESS FOR A PARTICULAR  PURPOSE.  ANY THIRD PARTY SOFTWARE,  HARDWARE AND
     EQUIPMENT PROVIDED BY PSC UNDER THIS AGREEMENT IS PROVIDED "AS IS", BUT PSC
     SHALL  TRANSFER  TO  MBC  ANY  WARRANTIES  IT  RECEIVES  FROM  THIRD  PARTY
     MANUFACTURERS  OR VENDORS FOR SUCH SOFTWARE,  HARDWARE AND  EQUIPMENT,  AND
     SHALL USE ITS BEST COMMERCIAL  EFFORTS TO HELP MBC ENFORCE SUCH THIRD PARTY
     WARRANTIES.

     8.2 MBC'S WARRANTIES.  MBC represents and warrants that it has procured all
rights and licenses  which are necessary for PSC to implement and use the AMISYS
System and the Third Party  Software in order to perform its  obligations  under
this Agreement.


Article IX.  Confidentiality and Security

     9.1  Definitions.   For purposes of this Agreement:

          9.1.1 "Trade Secrets" means  information  which:  (a) derives economic
     value,  actual or  potential,  from not being  generally  known to, and not
     being  readily  ascertainable  by proper  means by,  other  persons who can
     obtain economic value from its disclosure or use; and (b) is the subject of
     efforts  that are  reasonable  under  the  circumstances  to  maintain  its
     secrecy;

          9.1.2     "Confidential Information" means information,
     other than Trade Secrets, that is of value to its owner and is treated
     as confidential;

          9.1.3 "Proprietary Information" means, collectively, Trade Secrets and
     Confidential  Information.  Proprietary  Information  includes,  but is not
     limited to, the  identity of patients,  patient  records,  patient  related
     materials (including,  but not limited to, records or documents relating to
     the  management or  administration  of patient care or to the processing or
     review of claims),  the content of any AMISYS  records,  financial  and tax
     information,   information   regarding   AMISYS   claims   submission   and
     reimbursements, and the object codes and Source Codes and Documentation for
     proprietary software;

          9.1.4.    "Owner" or "Owning Party" refers to the party
     disclosing Proprietary Information hereunder, whether such
     disclosure is directly from Owner or through Owner's employees or
     agents; and

          9.1.5  "Recipient" or "Receiving  Party" refers to the party receiving
     any Proprietary Information hereunder,  whether such disclosure is received
     directly or through Recipient's employees or agents.

     9.2  Obligation  to  Observe  Confidentiality.  Each  party  hereunder  may
disclose to the other party certain Proprietary  Information of such party or of
such  party's  associated  companies,  suppliers,  customers  or  patients.  The
Recipient  of  the  Proprietary  Information  agrees  to  keep  the  Proprietary
Information confidential and not to, directly or indirectly, distribute, reveal,
publish,  disclose, cause to be disclosed, or otherwise transfer the Proprietary
Information  disclosed by Owner to any third party,  or utilize the  Proprietary
Information  disclosed  by  Owner  for  any  purpose  whatsoever  other  than as
expressly contemplated by this Agreement. With regard to the Trade Secrets, this
obligation  shall continue for so long as such  information  constitutes a trade
secret under  applicable law. With regard to the Proprietary  Information,  this
obligation  shall  continue for the Term of this  Agreement  and for a period of
five (5) years thereafter.

     9.3  Protection.  The  Receiving  Party shall not disclose the  Proprietary
Information  except  to  those  persons  having  a need  to  know  for  purposes
authorized  in  Section  9.2.  Each  party  shall take  appropriate  action,  by
instruction to or agreement with its employees,  agents and  subcontractors,  to
maintain the  confidentiality of the Proprietary  Information.  Either party may
disclose any Proprietary  Information on an as-needed basis to its employees and
its  nonemployee  fiduciaries,   including  without  limitation  its  attorneys,
accountants,  auditors,  controlling persons,  officers,  directors or trustees,
without the Owning Party's prior consent,  provided that such  recipients  enter
into an  agreement  to  keep  such  Proprietary  Information  confidential  with
substantially  the same  protections as contained  herein.  The Receiving  Party
shall  promptly  notify the Owning Party in the event that the  Receiving  Party
learns of an  unauthorized  release of  Proprietary  Information.  The Receiving
Party  shall be  responsible  for the  breach of this  provision  by such  other
parties.

     9.4  Exceptions. The foregoing obligations of confidentiality shall
not apply, if and to the extent that:

     (a) Recipient  establishes  that the information  communicated  was already
     known  to  Recipient,   without   obligations  to  keep  such   information
     confidential, at the time of Recipient's receipt from Owner;

     (b)  Recipient   establishes   that  the   information   communicated   was
     independently  developed or  discovered  by  Recipient,  without  direct or
     indirect access to such Proprietary Information;

     (c) Recipient establishes that the information communicated was received by
     Recipient in good faith from a third party  lawfully in possession  thereof
     and having no obligation to keep such information confidential;

     (d) Recipient  establishes  that the information  communicated was publicly
     known at the time of Recipient's  receipt from Owner or has become publicly
     known other than by a breach of this Agreement; or

     (e) Recipient is required by an administrative agency or other governmental
     body of  competent  jurisdiction  to disclose the  Proprietary  Information
     pursuant to subpoena or other lawful process.

     9.5 Return of  Proprietary  Information.  Except as otherwise  specifically
provided  in  this  Agreement,  upon  the  termination  or  expiration  of  this
Agreement,  each  party  shall (a)  immediately  cease to use the other  party's
Proprietary  Information,  (b)  return  to  the  other  party  such  Proprietary
Information  and all copies thereof  within ten (10) days of the  termination or
expiration,  unless otherwise provided in this Agreement,  and (c) upon request,
certify in writing to the other party that it has complied with its  obligations
set forth in this Article IX, unless otherwise provided in this Agreement.

     9.6  Availability  of  Equitable  Remedies.  The parties  acknowledge  that
monetary remedies may be inadequate to protect rights in Proprietary Information
and that, in addition to legal remedies otherwise  available,  injunctive relief
is an appropriate judicial remedy to protect such rights.

     9.7 Exploitation.  PSC shall not use Proprietary  Information received from
MBC or any Key User for the purpose of  developing  information  or  statistical
compilations for use by third parties or for any other commercial  exploitation,
unless otherwise agreed upon in writing by MBC.

     9.8  Reasonable  Assistance.   Each  party  agrees  to  provide  reasonable
assistance and  cooperation  upon the  reasonable  request of the other party in
connection  with any litigation  against third parties to protect the requesting
party's Proprietary Information or in seeking a protective order or other remedy
designed to keep the  Proprietary  Information  confidential,  provided that the
party seeking such  assistance and  cooperation  shall reimburse the other party
for its reasonable out-of-pocket expenses.

     9.9  Nondisclosure of Existence of Agreement.  Neither party shall refer to
the  existence  of this  Agreement  or disclose its terms or use the name of the
other  party in any press  release,  advertising  or  materials  distributed  to
prospective  customers,  without  consulting the other party.  MBC shall consult
with the PSC Account Manager.  PSC shall not represent,  directly or indirectly,
that any  product or service of PSC has been  approved or endorsed by MBC or any
Authorized User.

     9.10  Section Survives Contract.  This Article IX shall survive the
termination or expiration of this Agreement indefinitely without regard
to the cause of such termination or expiration.


Article X.  Indemnities

     10.1  Indemnification.  Each party shall  indemnify  and hold  harmless the
other  party and its  affiliates,  directors,  officers,  employees  and  agents
(collectively,  the  "indemnitee")  against  any  and all  losses,  liabilities,
judgments,  awards and costs (including  legal fees and expenses)  (collectively
"Losses")  arising out of or related to any claim (1) for personal injury of any
agent,  employee,  customer,  business  invitees  or  business  visitor  of  the
indemnitor;  (2) damage to real property or tangible  personal  property  (other
than intellectual  property  infringement claims) in the possession or under the
control  of the  indemnitor;  and (3) any claim by a third  party  arising  from
indemnitor's   violation  of  its  obligations  of  confidentiality   hereunder,
including,  but not limited  to,  obligations  relating  to patient  identities,
patient  records,  or  patient  related  materials  under  Article  IX  of  this
Agreement,  including any damages finally awarded attributable to such claim and
any  reasonable  expense  incurred by  indemnitee  in  assisting  indemnitor  in
defending  against such claim,  that arises out of any action or inaction by the
indemnitor or its employees or agents;  provided,  however, that indemniteegives
indemnitor:  (a) written  notice  within a reasonable  time after  indemnitee is
served with legal process in an action asserting such claims,  provided that the
failure or delay to notify  indemnitor  shall not  relieve  indemnitor  from any
liability  that it may have to  indemnitee  hereunder  so long as the failure or
delay shall not have  prejudiced  the defense of such claim and then only to the
extent that the indemnitor actually is prejudiced; and (b) reasonable assistance
in defending the claim.  The indemnitor shall be entitled to have sole authority
to defend or settle such claim,  provided  that,  within fifteen (15) days after
receipt of such  written  notice,  the  indemnitor  notifies the  indemnitee  in
writing that it  acknowledges  its  responsibility  to indemnify  indemnitee for
losses  from such  claim  hereunder,  and that it has  elected  to  assume  full
control.  In the event  indemnitor  fails to acknowledge its  responsibility  to
indemnify  indemnitee in respect of such claim, or elects not to defend any such
claim, indemnitee shall have the option but not the duty to reasonably settle or
defend the claim at its cost and indemnitor shall indemnify  indemnitee for such
settlement or any damages  finally awarded  against  indemnitee  attributable to
such claim,  reasonable  costs and expenses  (including  attorneys'  fees),  and
interest on such recoverable funds advanced.

     10.2 PSC Infringement Indemnity.  PSC agrees to indemnify and hold harmless
MBC and its affiliates,  directors,  officers,  employees and agents against any
and all losses,  liabilities,  judgments, awards and costs (including legal fees
and expenses)  arising out of or related to any third-party claim that MBC's use
or possession of any PSC Software  (including for thissubsection but not limited
to any Source  Code and  related  Documentation)  provided by PSC for use by MBC
under this  Agreement,  when used as provided in this  Agreement,  infringes  or
violates the U.S. copyright, patent, trade secret or other proprietary rights of
any third party,  including any damages  finally  awarded  attributable  to such
claim and any reasonable  expense  incurred by MBC in assisting PSC in defending
against such claim;  provided,  however,  that MBC gives PSC: (a) written notice
within a  reasonable  time after MBC is served  with legal  process in an action
asserting  such claims,  provided  that the failure or delay to notify PSC shall
not relieve PSC from any liability  that it may have to MBC hereunder so long as
the  failure or delay  shall not have  prejudiced  the defense of such claim and
then only to the extent that the PSC actually is prejudiced;  and (b) reasonable
assistance in defending the claim.  PSC shall be entitled to have sole authority
to defend or settle such claim,  provided  that,  within fifteen (15) days after
receipt of such written notice, PSC notifies MBC in writing that it acknowledges
its  responsibility  to indemnify MBC for losses from such claim hereunder,  and
that  it has  elected  to  assume  full  control.  In the  event  PSC  fails  to
acknowledge  its  responsibility  to indemnify MBC in respect of such claim,  or
elects not to defend any such  claim,  MBC shall  have the  option,  but not the
duty,  to  reasonably  settle  or  defend  the  claim at its cost and PSC  shall
indemnify MBC for such  settlement or any damages  finally  awarded  against MBC
attributable to such claim,  reasonable  costs and expenses  (including costs of
investigation  and legal fees and  expenses)  and  interest on such  recoverable
funds  advanced.  PSC will  cooperate  with MBC to pass  through any  applicable
indemnity received by PSC from Third Party Software vendors with respect to such
vendors' software.

     If use of the PSC Software by MBC is disrupted as a result of a third party
claim,  MBC may, in addition to any other rights and  remedies  provided in this
Agreement, require PSC to perform one or more of the following actions:

     (a)  Replacement:  Replace the PSC Software by implementing
          a non-infringing product of equivalent functional and
          performance capability of the PSC Software as described in
          the Project Plan and/or respective specifications;

     (b)  Modification:  Modify the PSC Software to avoid the
          infringement, provided, however, no such replacement or
          modification shall substantially impair the functionality or
          performance of such software;

     (c)  Obtain License:  Obtain a license from the third party
          claiming infringement for MBC's use of the PSC Software.

PSC shall have the sole  discretion  of electing  which of the three  options or
combination thereof it will perform,  provided that PSC's choice ameliorates the
disruption.

     10.3 MBC Copyright Indemnity. MBC agrees to indemnify and hold harmless PSC
and its affiliates,  directors,  officers,  employees and agents against any and
all losses,  liabilities,  judgments, awards and costs (including legal fees and
expenses)  arising out of or related to any third-party  claim that PSC's use or
possession of any MBC owned  software  (including  for this  subsection  but not
limited to any Source Code and related Documentation) provided by MBC for use by
PSC under this Agreement, when used as provided in this Agreement,  infringes or
violates the U.S. copyright, patent, trade secret or other proprietary rights of
any third party,  including any damages  finally  awarded  attributable  to such
claim and any reasonable  expense  incurred by PSC in assisting MBC in defending
against such claim;  provided,  however,  that PSC gives MBC: (a) written notice
within a  reasonable  time after PSC is served  with legal  process in an action
asserting  such claims,  provided  that the failure or delay to notify MBC shall
not relieve MBC from any liability  that it may have to PSC hereunder so long as
the  failure or delay  shall not have  prejudiced  the defense of such claim and
then only to the extent that the MBC actually is prejudiced;  and (b) reasonable
assistance in defending the claim.  MBC shall be entitled to have sole authority
to defend or settle such claim,  provided  that,  within fifteen (15) days after
receipt of such written notice, MBC notifies PSC in writing that it acknowledges
its  responsibility  to indemnify PSC for losses from such claim hereunder,  and
that  it has  elected  to  assume  full  control.  In the  event  MBC  fails  to
acknowledge  its  responsibility  to indemnify PSC in respect of such claim,  or
elects not to defend any such  claim,  PSC shall  have the  option,  but not the
duty,  to  reasonably  settle  or  defend  the  claim at its cost and MBC  shall
indemnify PSC for such  settlement or any damages  finally  awarded  against PSC
attributable to such claim,  reasonable  costs and expenses  (including costs of
investigation  and legal fees and  expenses)  and  interest on such  recoverable
funds  advanced.  MBC will  cooperate  with PSC to pass  through any  applicable
indemnity received by MBC from Third Party Software vendors with respect to such
vendor's Software.

     10.4  Subrogation.  In the event that an  indemnitor  shall be obligated to
indemnify an indemnitee  pursuant to this Article X, the indemnitor  shall, upon
payment of such indemnity in full, be subrogated to all rights of the indemnitee
with respect to claims to which such indemnification relates.

     10.5  Exclusive  Remedy.  The  indemnification  rights  of each  indemnitee
pursuant to this Article X shall be the exclusive remedy of such indemnitee with
respect to the claims to which such indemnification relates; provided,  however,
that  such  indemnitee  shall  retain  the  right  to seek  injunctive  or other
non-monetary equitable remedies with respect to such claims.


Article XI.  Remedies

     11.1 Measure and Limitation of Damages.  The measure of damages recoverable
from one party by the other  for any  reason,  whether  arising  by  negligence,
intended  conduct or  otherwise,  shall not include  any  amounts for  indirect,
special,  consequential  or  punitive  damages  of any  party,  including  third
parties,  even if such damages are foreseeable.  In the event one party shall be
liable to the other party for damages  arising under or in connection  with this
Agreement,  whether arising by negligence,  intended conduct or otherwise,  then
that party may  recover  from the other its actual  direct  damages  only.  Such
damages  will be limited to  one-half of all Fees paid by MBC to PSC on the date
of the event giving rise to the claim,  provided the total actual  damages shall
not  exceed  confidential  $______________  for  the  Term  of  this  Agreement.
treatment
                                                                       requested

     11.2  Exclusion.  The  limitations  set  forth  in  Section  11.1  are  not
applicable to (a) any breach of the nondisclosure and confidentiality of Article
IX of this  Agreement,  (b) the failure of one party to make  payments due under
this Agreement to the other, or the (c)  indemnification  claims as set forth in
Article X.

     11.3 Limitation Period.  Neither party to this Agreement may assert against
the other party any claim in connection with this Agreement unless the asserting
party has given the other party written notice of the claim within two (2) years
after the  asserting  party first knew or should have known of the facts  giving
rise to such claim.


Article XII.  Termination


     12.1  Termination for Cause. If either party defaults in the performance of
any of its  material  obligations  under this  Agreement  (other  than a payment
default),  and such default is not cured within 30 days after written  notice is
received by the defaulting party specifying, in reasonable detail, the nature of
the default,  the  non-defaulting  party may, upon further written notice to the
defaulting  party,  terminate  this  Agreement as of the date  specified in such
notice of termination.

     12.2 Termination For Convenience:  Commencing eighteen (18) months from the
Effective  Date,  at any time MBC or PSC may  terminate  this  Agreement for any
reason by  providing  the other  party 180  days'  prior  written  notice of its
decision to terminate.

     12.3  Termination  for  Nonpayment.  If MBC  defaults in the payment of any
amount due to PSC  pursuant  to this  Agreement  and does not cure such  default
within ten (10) days after being given written  notice of such default,  PSC may
terminate this Agreement upon further written notice to MBC.

     12.4  Termination  for  Insolvency  Either  party may,  by giving the other
notice, terminate this Agreement with immediate effect:

          (1)  upon the  institution  by the other  party of  proceedings  to be
               adjudicated  bankrupt or  insolvent,  or the consent by the other
               party to  institution  of bankruptcy  or  insolvency  proceedings
               against  it or the  filing by the other  party of a  petition  or
               answer or consent  seeking  reorganization  or release  under the
               Federal  Bankruptcy  Act,  or any similar  applicable  Federal or
               state law, or the consent by the other party to the filing of any
               such  petition  or the  appointment  of a  receiver,  liquidator,
               assignee,  trustee,  or other similar official of the other party
               or of all or any substantial part of its property,  or the making
               by the other party of an assignment for the benefit of creditors,
               or the  admission in writing by the other party of its  inability
               to pay its debts  generally  as they  become due or the taking of
               corporate  action by the other party in  furtherance  of any such
               action; or

          (2)  if,  within sixty (60) days after the  commencement  of an action
               against  the other  party  seeking  any  bankruptcy,  insolvency,
               reorganization,  liquidation, dissolution or similar relief under
               any present or future law or  regulation,  such action  shall not
               have  been  dismissed  or all  orders or  proceedings  thereunder
               affecting  the  operations  or the  business  of the other  party
               stayed,  or if the stay of any such  order  or  proceeding  shall
               thereafter be set aside;  or if, within sixty (60) days after the
               appointment  without  the  consent or  acquiescence  of the other
               party of any trustee,  receiver or liquidator or similar official
               of the  other  party  or of all or any  substantial  part  of the
               property of the other party, such appointment shall not have been
               vacated.  In  the  event  either  party  becomes  or is  declared
               insolvent or bankrupt,  is the subject of any proceedings related
               to its  liquidation,  insolvency  or  for  the  appointment  of a
               receiver or similar  officer for it, makes an assignment  for the
               benefit of all or substantially  all of its creditors,  or enters
               onto an agreement for the composition,  extension or readjustment
               of all or substantially  all of its  obligations,  then the other
               party may, by giving notice thereof to such party, terminate this
               Agreement as of a date specified in such notice of termination.

     12.5  Transition  Fees/PSC  Software.   Notwithstanding   anything  in  the
Agreement to the  contrary,  whenever the Agreement is terminated or expires the
following  shall  apply,  in  addition  to any rights or remedies of the parties
under the Agreement:

          12.5.1 Transition Charges. If (1) MBC terminates this Agreement at the
          end of  the  second  year  pursuant  to  Section  12.2;  or (2) if PSC
          terminates this Agreement  during the Initial Term pursuant to Section
          12.1,  12.3 or 12.4 of this Article XII, PSC may charge MBC  required,
          reasonable    termination   costs,   including   relocation   charges,
          transportation  charges,   equipment  charges,  and  other  reasonable
          documented expenses related to termination or migration,  provided PSC
          provides  estimates  of all  transition  charges  fees at the time PSC
          employees are relocated to perform services under this Agreement,  and
          MBC approves of such  transition  charges.  MBC's  obligation for such
          fees shall not exceed the approved estimate.

          12.5.2 PSC Software.  PSC Software is and shall remain PSC's  property
          and MBC shall have no rights or interests  to the PSC Software  except
          as  described  in this  Section  12.5.2.  PSC  hereby  grants to MBC a
          perpetual,  non-exclusive,  restricted  license to use the application
          software  programs  (including all related  Documentation)  of any PSC
          Software then being used by PSC in  connection  with the AMISYS System
          upon  expiration of this Agreement or  termination of this  Agreement.
          Such license  shall be  non-transferable  except MBC may transfer such
          license to MBC Affiliates,  as defined herein,  to the extent such MBC
          Affiliate  is not a  competitor  of PSC.  The license  granted in this
          Section  12.5.2 is restricted in that MBC and MBC  Affiliates  may (a)
          use the PSC Software  only in the  operation of the AMISYS  System and
          not to provide data  processing  services to third parties and (b) not
          disclose the PSC Software or related  Documentation  to third parties;
          provided,  however,  that MBC or MBC  Affiliates  may disclose the PSC
          Software and related  Documentation to third parties who have executed
          PSC's standard non-disclosure agreement as necessary for the operation
          or  maintenance of the PSC Software to provide such services to MBC or
          its Affiliates.

     12.6 Rights upon  Termination.  Upon  termination  of this Agreement at the
expiration of the Initial Term or any Renewal Term or by MBC pursuant to Section
12.1, 12.2, 12.3 or Section 12.4 hereof,  PSC will, if requested by MBC, provide
reasonable  training for MBC  personnel or the  personnel of a designated  third
party to permit  continuity in the  performance of  implementation  services for
MBC, said training to be provided during any notice period hereinabove specified
and for up to six (6) additional monthly increments  commencing with the date of
termination, and MBC shall pay PSC for such training at PSC's then current rates
(PSC will  provide  estimates of these rates upon thirty (30) days notice at any
time within the last one hundred  eighty (180) days of the then  current  term).
Such  payment  will be billed  monthly by PSC and PSC may cease to deliver  such
services  if such  invoices  are not paid in full  within  thirty  (30)  days of
receipt. In the event PSC terminates this Agreement pursuant to Sections 12.1 or
12.3, MBC shall  immediately pay PSC all amounts due and payable hereunder as of
the  termination  date;  a partial  month's  fee shall be  prorated as set forth
pursuant to Section 5.8 of this Agreement.

     12.7 Duties Upon Termination.  Upon termination of this Agreement by either
party  under the  provisions  of this  Article  XII,  PSC shall take  reasonable
efforts to minimize any further costs,  subject to MBC's  obligations to pay PSC
reasonable  termination costs under Section 12.5.1. PSC shall be reimbursed only
for the services  actually  performed and the expenses  actually and  reasonably
incurred as of the date of such termination, subject to MBC's obligations to pay
PSC for services pursuant to Section 12.5.


Article XIII.  Taxes

     13.1 Taxes.  MBC shall pay, or  reimburse  PSC for payment of, any taxes or
amounts paid in lieu of taxes,  however  designated  or levied,  based upon this
Agreement,  the charges of PSC for the services or materials provided under this
Agreement,  except for taxes based on the net income of PSC or employment  taxes
for PSC employees.


Article XIV.  Independent Contractor Status

     14.1 Independent  Contractor Status. PSC, in performance of this Agreement,
is acting as an independent  contractor and shall have the exclusive  control of
the manner and means of performing the work contracted for hereunder.  Personnel
supplied by PSC  hereunder,  whether or not located on MBC's  premises,  are PSC
employees or agents and shall not represent themselves to be otherwise.. Nothing
contained in this  Agreement  shall be  construed  to create a joint  venture or
partnership between the parties.


Article XV.  Force Majeure

     15.1 Force Majeure. Neither party hereto shall be liable for any failure or
delay  in  performance  of  its  obligations   hereunder   (other  than  payment
obligations)  by reason  of any  event or  circumstance  beyond  its  reasonable
control,  including without  limitation,  acts of God, war, riot, strike,  labor
disturbance, fire, explosion, flood, or shortage or failure of suppliers.


Article XVI.  Headings

     16.1  Headings.  The  article  and  section  headings  used  herein are for
reference and  convenience  only and shall not bear upon the  interpretation  of
this Agreement or Schedules hereto.


Article XVII.  Severability

     17.1 Severability.  All agreements,  clauses and covenants contained herein
are   severable,   and  in  the  event   any  of  them   shall  be  held  to  be
unconstitutional,  invalid,  illegal,  or  unenforceable,  the remainder of this
Agreement shall be interpreted as if such unconstitutional,  invalid, illegal or
unenforceable agreements,  clauses or covenants were not contained herein. IT IS
EXPRESSLY  UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENT
THAT  PROVIDES  FOR A LIMITATION  OF  LIABILITY,  DISCLAIMER  OF  WARRANTIES  OR
EXCLUSION OF DAMAGES IS INTENDED BY THE PARTIES TO BE SEVERABLE AND  INDEPENDENT
OF ANY OTHER PROVISION AND TO BE ENFORCED AS SUCH.


Article XVIII.  Waiver/Modification

     18.1 Waiver/Modification. The failure by either party to exercise any right
provided  hereunder  shall not be deemed a waiver of such right.  This Agreement
may be amended, modified or supplemented only by a writing signed by the parties
to this Agreement. Such amendments, modifications or supplements shall be deemed
as much a part of this Agreement as if so incorporated herein.


Article XIX.  Binding Nature of Contract, Informed Exchange
                   for Value

     19.1 Binding Nature of Contract,  Informed  Exchange for Value. MBC and PSC
represent  that both have the legal  capacity to enter into this  Agreement  and
Schedules.  This  Agreement  and  Schedules  shall  therefore  be binding on the
parties which have entered into this Agreement.


Article XX.  Notices to Parties

     20.1  Notices to Parties.  All notices  required  or  permitted  under this
Agreement shall be in writing or by facsimile and sent to the other party at the
address or the  facsimile  number  specified  below or to such other  address or
facsimile  number as either  party may  substitute  from time to time by written
notice  to the  other and shall be deemed  given  upon  receipt  of such  notice
whether by certified mail, postage prepaid,  or personal or courier delivery or,
in the  case of  facsimile  transmission,  when  confirmation  is  received,  as
follows:

          If to PSC:        12377 Merit Drive
                            Suite 1600
                            Dallas, TX 75251
                              Attn: Joseph E. Boyd

                            Facsimile Number:  (214) 383-5739

         with a copy to:    12377 Merit Drive
                            Suite 1100
                            Dallas, TX 75251
                              Attn: General Counsel

                            Facsimile Number:  (214) 383-5735

          If to MBC:        Merit Behavioral Care Corporation
                              13736 Riverport Drive
                            Maryland Heights, Missouri  63043
                              Attn: Charles Mangene

                            Facsimile Number:  (314) 595-3526

          with a copy to:   Merit Behavioral Care Corporation
                            One Maynard Drive
                          Park Ridge, New Jersey 07656
                              Attn: General Counsel

                            Facsimile Number:  (201) 573-1324


Article XXI.  Attorney's Fees

     21.1  Attorney's  Fees. If any legal action or other  proceeding is brought
for the  enforcement  of this  Agreement,  or  because of the  alleged  dispute,
breach, default or misrepresentation in connection with any of the provisions of
this Agreement,  the prevailing party shall recover  reasonable  attorney's fees
and other  court  costs  associated  with the  proceeding.  This shall in no way
diminish or preclude any other relief to which the prevailing party is entitled.


Article XXII.  Integration/Counterparts

     22.1 Integration.  The parties hereto  acknowledge that they have read this
Agreement  in its entirety  and  understand  and agree to be bound by all of its
terms and  conditions,  and further  agree that this  Agreement and any Schedule
executed  hereunder and any exhibits or schedules hereto or thereto constitute a
complete and exclusive  statement of the understanding  between the parties with
respect to the AMISYS System and the related  delivery of professional  services
by PSC and the subject  matter of this  Agreement  which  supersede  any and all
other communications between the parties,  whether written or oral, with respect
thereto. Any prior agreements, promises, negotiations or representations related
to the delivery of the services, as contemplated by this Agreement and Schedules
hereto,  by PSC which are not expressly set forth in this Agreement or Schedules
executed hereunder are of no force and effect.

     22.2  Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counter-parts,  each of which  shall be  deemed  an  original,  but all of which
together shall  constitute  one and the same  document.  In making proof of this
Agreement,  it shall not be  necessary  to produce or account  for more than one
such  counterpart  executed  by the  party  against  whom  enforcement  of  this
Agreement is sought.


Article XXIII.  No Third Party Beneficiaries

     23.1 No Third Party  Beneficiaries.  Nothing in this Agreement or Schedules
hereto shall be construed as to create any right or privilege enforceable by any
party other than MBC or PSC and except as  specifically  provided  otherwise  in
this Agreement and Schedules.


Article XXIV.  Assignment

     24.1  Assignment.This  Agreement and all of its  provisions  hereof will be
binding  upon  and  inure  to the  benefit  of each  party  and  its  respective
successors and permitted assigns;  however,  except as specifically set forth in
this  Agreement,  including  the  provisions  of Sections  7.3,  7.4 and 12.4.2,
neither MBC nor PSC shall assign or transfer this Agreement or any of its rights
or obligations  hereunder  without the prior written consent of the other party,
which consent  shall not be  unreasonably  withheld,  except MBC may assign this
Agreement to its  wholly-owned  subsidiaries,  provided MBC is not released from
any of its obligations hereunder.


Article XXV.  Governing Law

     25.1 Choice of Law.  This  Agreement  shall be  interpreted,  enforced  and
otherwise governed according to the laws of the State of Missouri.

     25.2  Venue.  In the event that  either  party  elects to  institute  legal
action,  such  event  shall be brought  in any court of  competent  jurisdiction
within the State of Missouri exclusive of all other jurisdictions except that in
the event such action  cannot be brought in Missouri,  the action may be brought
in any court of  competent  jurisdiction  in the United  States of America.  The
parties  hereby consent to the  establishment  of  jurisdiction  of the State of
Missouri and waive any objections to the  establishment  of  jurisdiction in the
State of Missouri.


Article XXVI.  Right To Perform For Others

     26.1 Right to Perform for Others.  MBC  understands and agrees that PSC may
perform data processing and other services for third parties,  some of which may
be competitors of MBC, including at locations where PSC processes MBC's data.


Article XXVI.  Hiring Of Employees

     26.1 Hiring of Employees.MBC  and PSC each agrees that,  during the term of
this  Agreement  and for  one (1)  year  thereafter,  neither  it nor any of its
subsidiaries or affiliates that it controls shall, except with the prior written
consent of the other,  offer employment to or employ any person employed then or
within the  preceding  twelve (12) months by the other or any  affiliate  of the
other if such person was involved  directly or indirectly in the  performance of
this Agreement.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first written above.

PEROT SYSTEMS CORPORATION


By: /s/ Charles Lyles
Title: Director of Managed Care

MERIT BEHAVIORAL CARE CORPORATION

By: /s/ Dennis P. Moody
Title: Executive Vice President
       National Service



               INDEX TO SCHEDULES

SCHEDULE A:    Generic Business Evaluation & Project Plan

SCHEDULE B:    Services and Standards

SCHEDULE C:    Implementation and Software Development
               Acceptance Criteria

                         SCHEDULE A

               IMPLEMENTATION PLAN AND BUSINESS EVALUATION


                                                           Hours Hours Resource
Task Name                          Duration  Start  Finish Total ToDate  Names

Project  Organization  301d 1/31/96  12/11/96 0h Define Project  Structure 1806h
1/31/96  12/11/96 0h Establish  Steering  Committee  1806h  1/31/96  12/11/96 0h
Establish Implementation Task Force/
    membership/roles/respond         806h    1/31/96 12/11/96 0h
Establish Communication Medium       301d    1/31/96 12/11/96 0h
Meetings                            1806h    1/31/96 12/11/96 0h
Status Reporting                    1806h    1/31/96 12/11/96 0h

BUSINESS EVALUATION                  301d    1/31/96 12/11/96 0h
Executive Overview/Kickoff Meeting  1806h    1/31/96 12/11/96 0h
Review Implementation Process       1806h    1/31/96 12/11/96 0h
Departmental Interviews              301d    1/31/96 12/11/96 0h
Membership/Eligibility              1806h    1/31/96 12/11/96 0h
Provider/Contracting                1806h    1/31/96 12/11/96 0h
Inpatient/Alternative Level of Care 1806h    1/31/96 12/11/96 0h
Outpatient                          1806h    1/31/96 12/11/96 0h
Claims Payable                      1806h    1/31/96 12/11/96 0h
Benefits                            1806h    1/31/96 12/11/96 0h
Claims/Liability Recovery / COB     1806h    1/31/96 12/11/96 0h
1099's                              1806h    1/31/96 12/11/96 0h
Customer Service                    1806h    1/31/96 12/11/96 0h

Business Analysis Document           301d    1/31/96 12/11/96 0h
Prepare Business Analysis Document  1806h    1/31/96 12/11/96 0h
Review Business Analysis Document   1806h    1/31/96 12/11/96 0h
Present Business Analysis Document  1806h    1/31/96 12/11/96 0h
Sign-Off on Business Analysis Document1806h  1/31/96 12/11/96 0h

BUSINESS PROCESS  DEVELOPMENT 301d 1/31/96 12/11/96 0h Review Current  Processes
1806h  1/31/96  12/11/96 0h Review  Business  Policies/Procedures  1806h 1/31/96
12/11/96 0h REFERENCE & CONTROL FILES 301d 1/31/96 12/11/96 0h Enter Files 1806h
1/31/96 12/11/96 0h Client Information Configuration
      (Intake)                      1806h    1/31/96 12/11/96 0h
Proof Entries                       1806h    1/31/96 12/11/96 0h
Document Acceptance (Sign-Off)/MBC  1806h    1/31/96 12/11/96 0h

BENEFIT ANALYSIS                     301d    1/31/96 12/11/96 0h
Provide Benefit Plans                301d    1/31/96 12/11/96 0h
Benefit Plans/Naming Conventions    1806h    1/31/96 12/11/96 0h
Review for AMISYS Exception          301d    1/31/96 12/11/96 0h
Benefit Plans                       1806h    1/31/96 12/11/96 0h
Document Exceptions                  301d    1/31/96 12/11/96 0h
Benefit Plans/LD exclusions         1806h    1/31/96 12/11/96 0h

BENEFIT PACKAGE DEVELOPMENT          301d    1/31/96 12/11/96 0h
Define Benefit Team                 1806h    1/31/96 12/11/96 0h
Build Benefit Packages               301d    1/31/96 12/11/96 0h
Benefit Plans                       1806h    1/31/96 12/11/96 0h
Test Benefit Packages                301d    1/31/96 12/11/96 0h
Benefit Plans                       1806h    1/31/96 12/11/96 0h
Document Benefit Acceptance(Sign-Off)301d    1/31/96 12/11/96 0h
Benefit Plans                       1806h    1/31/96 12/11/96 0h
Move to Production                   301d    1/31/96 12/11/96 0h
Benefit Plans                       1806h    1/31/96 12/11/96 0h

PRICING                              301d    1/31/96 12/11/96 0h
Configuration                       1806h    1/31/96 12/11/96 0h
Fee Schedule                         301d    1/31/96 12/11/96 0h
Identify Arrangement                1806h    1/31/96 12/11/96 0h
Pricing Load                         301d    1/31/96 12/11/96 0h
Identify Arrangements               1806h    1/31/96 12/11/96 0h
Individual Arrangements             1806h    1/31/96 12/11/96 0h
Group Arrangements                  1806h    1/31/96 12/11/96 0h
Facility Arrangements               1806h    1/31/96 12/11/96 0h
Document Acceptance (Sign-Off)      1806h    1/31/96 12/11/96 0h

PROVIDERS                            602d    1/31/96 10/23/97 0h
AMISYS Provider Numbering Scheme    1806h    1/31/96 12/11/96 0h
Provider Configuration               602d    1/31/96 10/23/97 0h
Provider Identification             1806h    1/31/96 12/11/96 0h
Document Identification             1806h    1/31/96 12/11/96 0h
Document Acceptance                 1806h    12/11/96 10/23/97 0h
Provider Entry                       301d    1/31/96 12/11/96 0h
Provider                            1806h    1/31/96 12/11/96 0h
Proof                               1806h    1/31/96 12/11/96 0h
Acceptance Test(withBenefitPackages) 301d    1/31/96 12/11/96 0h
Provider                            1806h    1/31/96 12/11/96 0h
Provider Affiliations               1806h    1/31/96 12/11/96 0h
Document Acceptance                  301d    1/31/96 12/11/96 0h
Provider                            1806h    1/31/96 12/11/96 0h
Provider Affiliations               1806h    1/31/96 12/11/96 0h
Move Provider Information
     to Production                  1806h    1/31/96 12/11/96 0h

MEMBERSHIP                           602d    1/31/96 10/23/97 0h
Group & Division Configuration       301d    1/31/96 12/11/96 0h
Identify Configuration              1806h    1/31/96 12/11/96 0h
Document Configuration              1806h    1/31/96 12/11/96 0h
Document Acceptance                 1806h    1/31/96 12/11/96 0h
Group & Division Load                602d    1/31/96 10/23/97 0h
Information Entry                   1806h    1/31/96 12/11/96 0h
Proof                               1806h    1/31/96 12/11/96 0h
Acceptance Test                     1806h    1/31/96 12/11/96 0h
Document Acceptance                 1806h    12/11/96 10/23/97 0h

CORRESPONDENCE                       301d    1/31/96 12/11/96 0h
Correspondence Set-Up                301d    1/31/96 12/11/96 0h
Information Entry                   1806h    1/31/96 12/11/96 0h
Proof                               1806h    1/31/96 12/11/96 0h
Acceptance Test                     1806h    1/31/96 12/11/96 0h
Document Acceptance                 1806h    1/31/96 12/11/96 0h

CLAIMS                               301d    1/31/96 12/11/96 0h
Configure Claims                    1806h    1/31/96 12/11/96 0h
Proof                               1806h    1/31/96 12/11/96 0h
Acceptance Test                     1806h    1/31/96 12/11/96 0h
Document Acceptance                 1806h    1/31/96 12/11/96 0h

CLAIMS PAYABLE                       602d    1/31/96 10/23/97 0h
Configuration                        301d    1/31/96 12/11/96 0h
Identify Configuration              1806h    1/31/96 12/11/96 0h
Configuration                       1806h    1/31/96 12/11/96 0h
Proof                               1806h    1/31/96 12/11/96 0h
Acceptance Test                     1806h    1/31/96 12/11/96 0h
Document Acceptance                 1806h    1/31/96 12/11/96 0h
Liability Recovery Set-Up            602d    1/31/96 10/23/97 0h
Information Entry                   1806h    1/31/96 12/11/96 0h
Proof                               1806h    1/31/96 12/11/96 0h
Acceptance Test                     1806h    1/31/96 12/11/96 0h
Document Acceptance                 1806h    12/11/96 10/23/97 0h
Claims Payable Test Cycle            301d    1/31/96 12/11/96 0h
Document Test Results               1806h    1/31/96 12/11/96 0h
Make Necessary Changes              1806h    1/31/96 12/11/96 0h
Perform Claims Payable Test Cycle   1806h    1/31/96 12/11/96 0h

AUTHORIZATION CONFIGURATION          301d    1/31/96 12/11/96 0h
Requirements                         301d    1/31/96 12/11/96 0h
Identify Configuration              1806h    1/31/96 12/11/96 0h
Authorization Configuration Set-Up   301d    1/31/96 12/11/96 0h
Information Entry                   1806h    1/31/96 12/11/96 0h
Proof                               1806h    1/31/96 12/11/96 0h
Acceptance Test                     1806h    1/31/96 12/11/96 0h
Document Acceptance                 1806h    1/31/96 12/11/96 0h

MEDICAL MANAGEMENT CONFIGURATION     301d    1/31/96 12/11/96 0h
Requirements                         301d    1/31/96 12/11/96 0h
Concurrent Review                   1806h    1/31/96 12/11/96 0h
Physician Review                    1806h    1/31/96 12/11/96 0h
Appeals                             1806h    1/31/96 12/11/96 0h
Diversions                          1806h    1/31/96 12/11/96 0h
Identify Configuration              1806h    1/31/96 12/11/96 0h
Document Configuration              1806h    1/31/96 12/11/96 0h
Document Acceptance                 1806h    1/31/96 12/11/96 0h
Medical Management Set-Up           1806h    1/31/96 12/11/96 0h

SECURITY (On-Going)                  301d    1/31/96 12/11/96 0h
MBC Security Templates              1806h    1/31/96 12/11/96 0h
Security Set-Up                      301d    1/31/96 12/11/96 0h
Information Entry                   1806h    1/31/96 12/11/96 0h
Proof                               1806h    1/31/96 12/11/96 0h
Acceptance Test                     1806h    1/31/96 12/11/96 0h
Document Acceptance                 1806h    1/31/96 12/11/96 0h

AMISYS REPORTING                     301d    1/31/96 12/11/96 0h
MBC Standard Reports                 301d    1/31/96 12/11/96 0h
Identify Requirements               1806h    1/31/96 12/11/96 0h
Deficiencies/Client Specific         301d    1/31/96 12/11/96 0h
Identify Deficiencies               1806h    1/31/96 12/11/96 0h
Identify Solutions                   301d    1/31/96 12/11/96 0h
Document Solutions                  1806h    1/31/96 12/11/96 0h
Document Acceptance                 1806h    1/31/96 12/11/96 0h

TRAINING                             301d    1/31/96 12/11/96 0h
Staff                                301d    1/31/96 12/11/96 0h
Membership                          1806h    1/31/96 12/11/96 0h
Providers                           1806h    1/31/96 12/11/96 0h
Phone Log                           1806h    1/31/96 12/11/96 0h
Claims/Stop Loss/Liability
     Recovery/COB                   1806h    1/31/96 12/11/96 0h
Inpatient/Alternate Care            1806h    1/31/96 12/11/96 0h
Outpatient                          1806h    1/31/96 12/11/96 0h
Intake                              1806h    1/31/96 12/11/96 0h
Inquiry                             1806h    1/31/96 12/11/96 0h
Reporting                           1806h    1/31/96 12/11/96 0h

INTERFACES                           301d    1/31/96 12/11/96 0h
Identify Interface                  1806h    1/31/96 12/11/96 0h
Document Interface Requirements     1806h    1/31/96 12/11/96 0h
Accept Interface Parameters         1806h    1/31/96 12/11/96 0h
Perform Interface                   1806h    1/31/96 12/11/96 0h
Verify Data                         1806h    1/31/96 12/11/96 0h
Load to Production                  1806h    1/31/96 12/11/96 0h

Conversion Activities                301d    1/31/96 12/11/96 0h
Project Management                   301d    1/31/96 12/11/96 0h
Go Live Support                     1806h    1/31/96 12/11/96 0h
Create File Extracts                1806h    1/31/96 12/11/96 0h
Membership                           301d    1/31/96 12/11/96 0h
Collect detailed info               1806h    1/31/96 12/11/96 0h
Create file extracts                1806h    1/31/96 12/11/96 0h
Membership Configuration            1806h    1/31/96 12/11/96 0h
Write specs & test plan             1806h    1/31/96 12/11/96 0h
Present specs, make corrections     1806h    1/31/96 12/11/96 0h
User sign off on specs & test plan  1806h    1/31/96 12/11/96 0h
Program & unit test                 1806h    1/31/96 12/11/96 0h
Perform 'test' conversions          1806h    1/31/96 12/11/96 0h
Assist w/ error corrections         1806h    1/31/96 12/11/96 0h
Error corrections - users           1806h    1/31/96 12/11/96 0h
Assist with user testing            1806h    1/31/96 12/11/96 0h
User testing - users                1806h    1/31/96 12/11/96 0h
User task sign-off                  1806h    1/31/96 12/11/96 0h
Perform final conversion            1806h    1/31/96 12/11/96 0h
Clean Up                            1806h    1/31/96 12/11/96 0h
Membership-Remarks                   301d    1/31/96 12/11/96 0h
Collect detailed info               1806h    1/31/96 12/11/96 0h
Create file extracts                1806h    1/31/96 12/11/96 0h
Membership Configuration            1806h    1/31/96 12/11/96 0h
Write specs & test plan             1806h    1/31/96 12/11/96 0h
Present specs, make corrections     1806h    1/31/96 12/11/96 0h
User sign off on specs & test plan  1806h    1/31/96 12/11/96 0h
Program & unit test                 1806h    1/31/96 12/11/96 0h
Perform 'test' conversions          1806h    1/31/96 12/11/96 0h
Assist w/ error corrections         1806h    1/31/96 12/11/96 0h
Error corrections - users           1806h    1/31/96 12/11/96 0h
Assist with user testing            1806h    1/31/96 12/11/96 0h
User testing - users                1806h    1/31/96 12/11/96 0h
User task sign-off                  1806h    1/31/96 12/11/96 0h
Perform final conversion            1806h    1/31/96 12/11/96 0h
Clean Up                            1806h    1/31/96 12/11/96 0h
Authorizations                       301d    1/31/96 12/11/96 0h
Collect detailed info               1806h    1/31/96 12/11/96 0h
Create file extracts                1806h    1/31/96 12/11/96 0h
Auths Configuration                 1806h    1/31/96 12/11/96 0h
Write specs & test plan             1806h    1/31/96 12/11/96 0h
Present specs, make corrections     1806h    1/31/96 12/11/96 0h
User sign off on specs & test plan  1806h    1/31/96 12/11/96 0h
Program & unit test                 1806h    1/31/96 12/11/96 0h
Perform 'test' conversions          1806h    1/31/96 12/11/96 0h
Assist w/ error corrections         1806h    1/31/96 12/11/96 0h
Error corrections - users           1806h    1/31/96 12/11/96 0h
Assist with user testing            1806h    1/31/96 12/11/96 0h
User testing - users                1806h    1/31/96 12/11/96 0h
User task sign-off                  1806h    1/31/96 12/11/96 0h
Perform final conversion            1806h    1/31/96 12/11/96 0h
Clean Up                            1806h    1/31/96 12/11/96 0h
Auth Remarks                         301d    1/31/96 12/11/96 0h
Collect detailed info               1806h    1/31/96 12/11/96 0h
Create file extracts                1806h    1/31/96 12/11/96 0h
Auths Configuration                 1806h    1/31/96 12/11/96 0h
Write specs & test plan             1806h    1/31/96 12/11/96 0h
Present specs, make corrections     1806h    1/31/96 12/11/96 0h
User sign off on specs & test plan  1806h    1/31/96 12/11/96 0h
Program & unit test                 1806h    1/31/96 12/11/96 0h
Perform 'test' conversions          1806h    1/31/96 12/11/96 0h
Assist w/ error corrections         1806h    1/31/96 12/11/96 0h
Error corrections - users           1806h    1/31/96 12/11/96 0h
Assist with user testing            1806h    1/31/96 12/11/96 0h
User testing - users                1806h    1/31/96 12/11/96 0h
User task sign-off                  1806h    1/31/96 12/11/96 0h
Perform final conversion            1806h    1/31/96 12/11/96 0h
Clean Up                            1806h    1/31/96 12/11/96 0h
Claims                               301d    1/31/96 12/11/96 0h
Collect detailed info               1806h    1/31/96 12/11/96 0h
Create file extracts                1806h    1/31/96 12/11/96 0h
ClaimsConfiguration                 1806h    1/31/96 12/11/96 0h
Write specs & test plan             1806h    1/31/96 12/11/96 0h
Present specs, make corrections     1806h    1/31/96 12/11/96 0h
User sign off on specs & test plan  1806h    1/31/96 12/11/96 0h
Program & unit test                 1806h    1/31/96 12/11/96 0h
Perform 'test' conversions          1806h    1/31/96 12/11/96 0h
Assist w/ error corrections         1806h    1/31/96 12/11/96 0h
Error corrections - users           1806h    1/31/96 12/11/96 0h
Assist with user testing            1806h    1/31/96 12/11/96 0h
User testing - users                1806h    1/31/96 12/11/96 0h
User task sign-off                  1806h    1/31/96 12/11/96 0h
Perform final conversion            1806h    1/31/96 12/11/96 0h
Clean Up                            1806h    1/31/96 12/11/96 0h
Claim - Remarks                      301d    1/31/96 12/11/96 0h
Collect detailed info               1806h    1/31/96 12/11/96 0h
Create file extracts                1806h    1/31/96 12/11/96 0h
ClaimsConfiguration                 1806h    1/31/96 12/11/96 0h
Write specs & test plan             1806h    1/31/96 12/11/96 0h
Present specs, make corrections     1806h    1/31/96 12/11/96 0h
User sign off on specs & test plan  1806h    1/31/96 12/11/96 0h
Program & unit test                 1806h    1/31/96 12/11/96 0h
Perform 'test' conversions          1806h    1/31/96 12/11/96 0h
Assist w/ error corrections         1806h    1/31/96 12/11/96 0h
Error corrections - users           1806h    1/31/96 12/11/96 0h
Assist with user testing            1806h    1/31/96 12/11/96 0h
User testing - users                1806h    1/31/96 12/11/96 0h
User task sign-off                  1806h    1/31/96 12/11/96 0h
Perform final conversion            1806h    1/31/96 12/11/96 0h
Clean Up                            1806h    1/31/96 12/11/96 0h
Claims - Counters                    301d    1/31/96 12/11/96 0h
Collect detailed info               1806h    1/31/96 12/11/96 0h
Write specs & test plan             1806h    1/31/96 12/11/96 0h
Present specs, make corrections     1806h    1/31/96 12/11/96 0h
User sign off on specs & test plan  1806h    1/31/96 12/11/96 0h
Program & unit test                 1806h    1/31/96 12/11/96 0h
Perform 'test' conversions          1806h    1/31/96 12/11/96 0h
Assist w/ error corrections         1806h    1/31/96 12/11/96 0h
Error corrections - users           1806h    1/31/96 12/11/96 0h
Assist with user testing            1806h    1/31/96 12/11/96 0h
User testing - users                1806h    1/31/96 12/11/96 0h
User task sign-off                  1806h    1/31/96 12/11/96 0h
Perform final conversion            1806h    1/31/96 12/11/96 0h
Clean Up                            1806h    1/31/96 12/11/96 0h

AMISYS  Acceptance  TESTING  301d  1/31/96  12/11/96 0h Develop  Test  Plan/User
Community  1806h  1/31/96  12/11/96 0h Create Test  Scenarios/MBC  1806h 1/31/96
12/11/96  0h  Input  Test  Cases/MBC  1806h  1/31/96  12/11/96  0h  Review  Test
Results/User Community 1806h 1/31/96 12/11/96 0h Document Test Results/MBC 1806h
1/31/96 12/11/96 0h Sign off/Testing/User Community 1806h 1/31/96 12/11/96 0h

AMISYS Integration Testing
     /User  Community  301d  1/31/96  12/11/96 0h  Authorization  Testing/In&Out
Patient1806h  1/31/96 12/11/96 0h Claims  Testing/In & Out Patient 1806h 1/31/96
12/11/96 0h Membership  Testing 1806h 1/31/96 12/11/96 0h Provider Testing 1806h
1/31/96 12/11/96 0h

CLIENT  REVIEW,  APPROVAL & LIVE 301d  1/31/96  12/11/96 0h Client  Reviews Test
Results  1806h  1/31/96  12/11/96 0h Client  Approves Test Results 1806h 1/31/96
12/11/96 0h
Client Approves AMISYS
     for Installation               1806h    1/31/96 12/11/96 0h
Move Modules to Production          1806h    1/31/96 12/11/96 0h

GO LIVE SUPPORT                      301d    1/31/96 12/11/96 0h
                                    1806h    1/31/96 12/11/96 0h

POST-LIVE Support                    301d    1/31/96 12/11/96 0h
Implementation                      1806h    1/31/96 12/11/96 0h
Training                            1806h    1/31/96 12/11/96 0h
Job Scheduling                      1806h    1/31/96 12/11/96 0h

POST-LIVE  ANALYSIS/ACTIVITIES  301d  1/31/96  12/11/96  0h  On-Site  Production
Support  1806h  1/31/96  12/11/96 0h  Response  Time 1806h  1/31/96  12/11/96 0h
Accuracy  1806h  1/31/96  12/11/96  0h  Efficiency  1806h  1/31/96  12/11/96  0h
Transition 1806h 1/31/96 12/11/96 0h


                    AMISYS SYSTEM IMPLEMENTATION SURVEY


     GLOBAL  REQUIREMENTS  (These answers apply across all lines of business for
your  area)  

1.  List  the   offices  in  your  area:   

What do      Address    Administrative   Number of  Will Site Use
you call it? Telephone  Continuum Other  Employees    AMISYS






2.       List your client contracts: (Attach all copies of contracts)

Name of Client Name of Program Product   # of       # Groups      Start Date
Company (i.e.                           Members   # Bene. Pkg.   Renewal Date
Sanus, Humana)

3. Please attach an  organizational  chart.  NOTE:  If you are  considering
adding or reorganizing any positions, describe what you have in mind:

4. Are you anticipating any contractual changes in your area? Include any 
increases, losses or possible new contracts.)  Please  explain.  

5. Do you maintain PCP's? IF YES, please  explain how is it done?  

6. What types of reporting are mandated by the state you are operating in?
Please include report samples.  

7. Please circle the software systems that are presently being used/planned 
at your site?

<PAGE>
         PC Application Software                     Managed Care Applications

         WordPerfect                                 AS400
         Word                                        Bionet
         Lotus                                       HP9000/DEC
         Excel
         Harvard Graphics
         Power Point
         dBase
         Paradox
         PFS First Choice
         Other


8.       Do you have a Local Area Network?        [  ]     Yes      [  ]No

         If YES, do you have a router?

9.       Are you currently using e-mail on your LAN System?


10.      Are your PCS currently running Windows?  [  ]     Yes      [  ]No


11.      Please provide an inventory of the following Hardware at your site(s):


               386s--on Net          486s--on Net             Description
PCS
LAN Ports
Dumb Terminals
Printers

<PAGE>

General Requirements

Please complete pages 2-20 for each client contract that you administer.

The following categories will be questioned:

                  General
                  Enrollment
                  Benefits management
                  Providers
                  Provider Credentialing
                  Pricing
                  Medical Management
                           Authorizations
                           Utilization Review and Case Management
                           Appeals
                           Quality Assurance/Quality Improvement
                  Customer Service
                  Reporting
                  Claims Adjudication
                  Claims Payable
                  Work Flows
<PAGE>

NAME OF CLIENT:

Does this client support any of these products?

         o        ASO
         o        HMO
         o        PPO
         o        Integrated EAP
         o        POS
         o        Medicare
         o        Medicaid
         o        Indemnity
         o        Others (specify)

2.   Do you require the system to accommodate a specific check stock for 
     this line of business?

                                 [  ]     Yes      [  ]    No

3.   Who are your contracts at the client site and which of your local
     staff do you prefer to work with the client?

4.   List any service guarantees and corresponding penalties that you have:

5.   Are you in any type of transition period?  Please describe.

6.   Do you pay any claims in your administrative offices?  
     (Be specific by outpatient, inpatient, etc.)

7.   How many Intake Coordinators are on your staff?

8.   How many Case Managers (Outpatient) are on your staff?

9.   How many Utilization Managers (Inpatient/Alternative Levels of Care) 
     are on your staff?

ENROLLMENT

1.   Do you receive a membership tape from this client?  If yes, attach the 
     format requirements that you have given to your clients and complete 
     the following.

                                   [  ]     Yes      [  ]    No


Complete or   Frequency of                    Where is tape
Update        Tape Received  Type of Media    originally mailed?  # of Members







2.   What is the process for receiving and loading membership tapes?

3.   What subsets of the entire enrollment need to be identified for 
     reporting purposes (e.g., COBRA, Medicare, etc.)?

4.   What types of  reporting  are  required  by your  client,  based on the
     membership  tapes  received?   Please  provide  examples  (i.e.,  error
     reports, paid claim tape formats, etc.).

5.   How does your client identify the contract holder/subscriber.  
     How do you identify the member's relationship to the subscriber?

6.   Do you administer a waiting period (pre-existing clause) before 
     benefits are paid?  Please explain.

                                       [  ]     Yes      [  ]    No

7.   Is dual enrollment a consideration with this client Please explain.

                                       [  ]     Yes      [  ]    No

8.   Do you have a procedure for detecting subscribers or members with other 
     insurance? Please describe.

                                       [  ]     Yes      [  ]    No

9.   If this client requires your tracking of PCPs in any way, does the 
     membership tape provide PCP information?

                                       [  ]     Yes      [  ]    No

10.  Does the client require PCP reporting?

                                       [  ]     Yes      [  ]    No

BENEFITS MANAGEMENT

1.   How many benefit packages do you administer?  Identify and attach each
     benefit package using the following grid.


Benefit Identifier   Client        Group               Membership Handbook
                                                         Attached





2.   Describe the basic limitations/exclusions and general covered services 
     for your major benefit plans.

3.   Do you track the following counter information?  Any additional 
     counters not listed?

                                       [  ]     Yes      [  ]    No

         o        Days
         o        Visits
         o        Dollar limitations
         o        Maximums
         o        Copays
         o        Coinsurance
         o        Deductibles

<PAGE>

4.   What is your definition of a visit?  An encounter?


5.   What types of penalties are imposed when authorization is required 
     but not obtained?


6.   Are there certain diagnoses or procedures that should always be 
     flagged for further review?

                                       [  ]     Yes      [  ]    No

PROVIDER

1.   Provide informal number of contents of each client network for
     individuals, facilities, groups agencies and any other category you track.
     Provide a description of each type.

2.   Provide  lists of all  providers  with whom you now have or at any time
     contracted and all non-participating providers to whom you leave paid a
     claim within the past year.  These lists should be completed in the
     following stages:

         a) Identify the system where the list was produced
         b) List as much information as your systems will provide, including

                  o        service address and telephone number
                  o        billing address
                  o        TIN #
                  o        Fully credentialed and is there a file with 
                              all the information

         c)       Sort and clearly identify by:

                  o        Individual
                  o        Facility
                  o        Groups
                  o        Agencies

         d)       Provide a description of each of the categories listed in 
                    (b) mentioned above
         e)       Under each client contact identify participating 
                    vs. non-participating.
         f)       Under each client contact identify leased vs. MBC.
         g)       Indicate the following category by each: (If there are 
                    more than one, list each that applies)

                  o        MD - Physician
                  o        DL - Doctoral Level
                  o        MS - Master's Level
<PAGE>
                  o        OT - Other
                  o        FC - Facility
                  o        LF - Leased Facility
                  o        GR - Group
                  o        LG - Leased Group

         h)       Identify by "A", "B", etc...each fee schedule that you 
                    use and attach it to your
                  lists of providers.
         i)       Indicate by each provider the appropriate fee schedule 
                    as "A", "B", etc... If
                  you have more than one category as indicated in (e) above, 
                    provide a fee schedule for each category.

PROVIDER CREDENTIALING

Do you do credentialing  or contracting for this client?  If so, please complete
the following section.

1.   Briefly describe your Credentialing process.

2.   How frequently do you re-credential?  Does it vary for different 
     types of providers.  How do you track the next Credentialing date?

3.   Does your client require any special audits? (e.g., NCQA).

                                         [  ]     Yes      [  ]    No

PRICING

1.   Describe criteria for varying payment, e.g., geographic location of 
     provider, location of service procedure code, etc.

2.   What funds are defined? (e.g., referral, hospital)


3.   Describe late claims submission requirements.


4.   Describe any unusual or difficult pricing schemes that are in place.


5.   Do you use any prompt pay discounts?

                                        [  ]     Yes      [  ]    No

<PAGE>
Please describe.

6.   Attach all fee schedules and identify each one as "A", "B", etc.  
     Be sure each schedule is clearly identified for type of provider and 
     network, if applicable.


MEDICAL MANAGEMENT

Authorizations

1.   Describe the process of entering referrals.  Are they entered on-line 
     or on paper? Please have available examples of the forms used to track 
     referral information.

2.   Describe the types of service that will always require an authorization
     in order to be paid.

3.   Describe the type of services that if unauthorized will pay a 
     reduced benefit.

4.   Describe the types of service that will be denied if unauthorized.

5.   Do you automatically assign next review date for Hospital authorizations?

                                      [  ]     Yes      [  ]    No

Describe:


6.   Describe reasons for pending or denying authorizations.


7.   What information from the actual service needs to be updated on 
     the authorization?

Utilization Review And Case Management

1.   Are prospective, concurrent and/or retrospective case reviews performed
     at your site? Specify.

2.   When do you require a physician review and what is the process?

3.   Describe the process of concurrent review for inpatient admissions.  
     Is any of this automated?


<PAGE>

4.   What inquiry capabilities are required for case management?

5.   How do you determine when to begin a new episode?


6.   How do you handle multiple "cases" for the same member?  
     How do you determine when the same member has a new "case"?

7.   Do you track diversions? If so, how?

Appeals

1.   How many levels of appeal does this client require?

2.   What is your appeals process?

3.   Who can initiate an appeal?

4.   Do you generate any correspondence related to appeals?

Quality Improvement/Quality Assurance

1.   What is the structure of your QI/QA department?

2.   What types of quality issues do you monitor?


TECHNICAL

1.   Where do you process the following:

Application               Bionet                      Other System (including
                                                                     Manual)
Authorizations
Customer/Member Services
Appeals
Grievances
Physician/Management
Review
1099's

<PAGE>
Utilization Management
EAP
Intake
Case Management
Provider Contracting
Credentialing
Negotiating
Claims Payable


CUSTOMER SERVICE

1.   How many representatives are there currently?

2.   How do you categorize types of calls?

3.   From what areas do the representatives need to access information?

4.   How do you measure productivity?

5.   How do you identify the representative on each call?

6.   What types of correspondence are generated?

7.   What types of follow-up systems are used?  Are they manual or system 
     generated?  Are there any routing systems in place?

8.   How do you identify the status of a phone call?

REPORTING

1.   Provide a listing of ALL reports that you presently use.

     This list should include the REPORT NAME and a brief DESCRIPTION.

2.   Sort the above mentioned list by department where the report is used.  
     Use the following classifications:

<PAGE>

    o        Inpatient/Alternative Level of Care Utilization Management (UM)
    o        Outpatient Case Management (OP)
    o        TQM
    o        Intake (IN), Customer Service (CS)
    o        Provider Relations (PR)
    o        Claims (CA)
    o        Client Required (CR)
    o        Regional (RG)

      Indicate on each identified report a priority of:

         (A)  Required By GO LIVE (B)  Required but not critical for GO LIVE 
         (C)  Seldom used, may not be necessary.

4.   List your client required "special reports": 
     (Attach copies of ALL client reports)


Name of Report       Frequency          Description






8.       Does the client require HEDIS or GHAA reporting?


CLAIMS ADJUDICATION

NOTE:     Claims Adjudication and Claims Payable to be completed by 
          the Claims Department at NSC.

1.   What training will be needed for this area/client contract?  
     Specify type and estimate number of processors.

2.   Describe the customer service functions, if any, that you perform for 
     these contracts?

3.   Describe the eligibility process for this contract.

4.   Does the current system handle adjudication of such processes as copays,
     deductibles, member benefit limits, family benefit limits and withhold.  
     Describe all cases that are handled manually.

                                   [  ]     Yes      [  ]    No

5.   Describe  all  systems  that have been  utilized to pay claims for this
     contract.  Indicate  corresponding  dates and  whether  the claims were
     inpatient,  alternative levels of care,  outpatient,  all, or any other
     combination.

6.   Describe the identifiers you use to classify types of services, 
     such as physician services and laboratory services.

7.   How do you identify locations of service?  Are they determined by 
     procedure, diagnosis, provider, or by some other element?

8.   Do you have special cases where certain types of services must be
     performed in certain location?  Describe.

                                      [  ]     Yes      [  ]     No

9.   Are certain procedures or diagnoses pended automatically?

                                      [  ]     Yes      [  ]     No

10.  Describe the reasons for pending claims.


11.  Describe your COB process.


12.  What are your special requirements regarding your lag date and 
     pending claims?  Do you use any client interfaces in claims?


CLAIMS PAYABLE

1.       How often is claims Payable run?


2.       Do you currently support 1099's?  If Yes, from which system?

                                       [  ]     Yes      [  ]    No

3.       Do you do any electronic transfers for this client?          

                                       [  ]    Yes      [  ]     No



<PAGE>



4.       Does this client require a specific client stock?  Attach a sample.


5.       If you have underpaid/overpaid the provider, do you net the
         difference from the next check to the provider?


6.       If you have underpaid/overpaid the provider, does he ever return the
         check to you or cut a check to you for the difference?


WORK FLOWS:

This section  describes  proposals  for each of the major  network  flows at the
site. Each description consists of a summary of impacts to the work flow, a list
of recommendations,  and a detailed work flow narrative, and work flow schematic
recommendations as well.




<PAGE>




                                   SCHEDULE B


                        AMISYS IMPLEMENTATION AND SYSTEMS
                         INTEGRATION SERVICES AGREEMENT


                             SERVICES AND STANDARDS

                                   SCHEDULE B

                                TABLE OF CONTENTS

    Section I - Scope of Responsibilities       Page

    Section II - Base Implementation Services   Page

    Section III - Systems Integration and Reporting Services   Page

    Section IV - Additional Services            Page



<PAGE>



                                    SECTION I

                            SCOPE OF RESPONSIBILITIES


Capitalized terms not defined in this Schedule have the meaning given such terms
in the  Agreement.  PSC will  provide  services  in three  categories  under the
Agreement:  Implementation services,  systems integration and reporting services
and additional  services.  The implementation  services,  which are described in
Section 11 of this Agreement ("Base Implementation  Services"),  are included as
part of the Base  Implementation  Fee described in Section 5.1 of the Agreement.
The System  Integration  and  Reporting  Services are  described in described in
Section III of this Schedule B. Payment for such services will be provided under
the terms  described in Section 5.2 of the Agreement.  Other services beyond the
scope of the  services  described  in Sections 11 and III of this  Schedule  are
considered  Additional  Services  and shall be provided in  accordance  with the
terms of Section IV of this Schedule B and will be billed pursuant to the hourly
rates  specified  in Section 5.3 of the  Agreement or at such other rates as the
parties may agree.

Base Implementation Services

PSC and MBC are  responsible  for the migration of MBC's Bionet  systems in 1996
and HP9000 systems in 1997 to the AMISYS Managed Care system ("AMISYS  System").
If MBC and PSC choose to renew the  Agreement in 1998,  PSC will be  responsible
for  providing  services to migrate  MBC's  AS/400  managed  care systems to the
AMISYS System.  PSC will provide the Base  Implementation  Services described in
Section 11 of this  Schedule B in support of this  migration.  PSC will  deliver
such Base  Implementation  Services  necessary to comply with the implementation
Acceptance Criteria described in Section I of Schedule C.

System Integration and Reporting Services

PSC will provide the Systems  Integration  and  Reporting  Services  required to
deliver AMISYS  implementations  as described in Section III of this Schedule B.
PSC is responsible for developing technical  specifications,  programming,  unit
and systems testing of necessary  interfaces and reports. MBC is responsible for
acceptance  testing requested  interfaces and reports to insure that they comply
with applicable business requirements.




<PAGE>



Additional Services

PSC  will  provide  cost and  time  estimates  related  to  Additional  Services
requested by MBC.  These  services are more fully  defined in Section IV of this
Schedule B.

The specific services included in each of these categories to be provided by PSC
are more fully described in Sections 11, III, and IV of this Schedule B.

                                   SECTION II

                          BASE IMPLEMENTATION SERVICES


Project Management, Planning, and Analysis

o        For each MBC site at which PSC will  implement the AMISYS  System,  PSC
         will develop a business  evaluation  for each legacy  system  migration
         followed by the development of a project plan detailing specific tasks,
         time frames,  responsibilities,  and  Deliverables.  A generic business
         evaluation  document and project plan is set forth in Schedule A. These
         generic  documents  w ill be used to  develop a site  specific  project
         plan. The scope of each project plan will include  project  management,
         training,  configuration  and conversion of MBC's legacy systems to the
         AMISYS System

o        PSC will  develop,  execute and maintain a Master  Project Plan ("MPP")
         schedule and the coordination of the updates on an as needed basis.

o        PSC will maintain the MPP to reflect  actual project  completion  dates
         and make any work plan changes as mutually  agreed upon between PSC and
         MBC. PSC will  distribute  project updates to the project team (MBC and
         PSC key management personnel) as needed, but no less than monthly. With
         specific references to the MPP, PSC shall be responsible for:

         o        Providing project status reports to the project team on 
                  a weekly basis.

         o        Reporting  variances between the planned and actual completion
                  dates to the project team. A joint  assessment will be made by
                  the  project  team to  determine  the cause and  impact of the
                  project variance. Project scheduling will be done based on the
                  monthly, or as needed, project assessment.

         o        Reporting any late and potentially late project tasks that, if
                  not addressed, will impact the project schedule. Develop short
                  interval   schedules  that  will  address   management  issues
                  identified in the monthly report.

         o        Reporting key accomplishments along with those activities 
                  scheduled for the


<PAGE>



                  next reporting period to the project team.

         o        Assisting with additional tasks, when mutually agreed upon 
                  by MBC and PSC.


PSC Project Team

o         PSC Management Team.  PSC shall provide a Core Management Team c
          onsisting of an Account Manager, Implementation Manager and Technical 
          Manager to direct and oversee all aspects of the AMISYS System 
          implementations and migration from the MBC legacy systems.  The
          Account Manager will report to the MBC Project Manager and be 
          accountable for all related projects and deliverables for services
          provided by PSC.  The Core Management Team will be responsible for 
          coordinating PSC staff, AMISYS(R)staff and MBC employees assigned to
          the project.  The Core Management Team will be responsible for 
          tasking each MBC employee assigned to the AMISYS(R) System 
          implementations.  Each member of the Core Management Team will be
          dedicated to MBC for a minimum of two (2) years, provided such 
          individuals employment with PSC continues for this period.

o        Project  Managers.  PSC shall provide Project Managers to support three
         (3) concurrent  implementations.  Each Project Manager will report to a
         PSC  core  manager  and be  responsible  for an  installation.  Project
         Managers  responsibilities  include  management  of all  aspects  of an
         installation  including  project plan  development and oversight,  task
         development  and assignment to PSC staff,  AMISYS staff,  and MBC staff
         assigned  to the  projects.  Tasks to be  included  and  managed by the
         Project  Manager  include  system  configuration,  conversion,  systems
         integration and software development.

o         Transition Manager and Team.  PSC shall provide a Transition Team to 
          assist in the completion of implementations performed by PSC and to   
          transition the support responsibility to the MBC customer service 
          team ("MBC Support Team") who will be responsible for the on-going 
          support of all AMISYS sites.  The Transition Team will manage all 
          aspects of post-implementation issue resolution and site migration
          to MBC Support.  The Transition Team will lead each implementation 
          after the Live Date (as defined in Schedule C) for a period of no 
          more than ninety (90) days. During this ninety-day transition period,
          the Transition Team will complete turn-over documentation in
          preparation for MBC to assume support responsibilities.  The
          Transition Team's responsibilities include resolution of initial 
          conversion issues, configuration issues, problem resolution and
          procedural use of the AMISYS system.

o        Business  Analysts.  PSC will  provide  Business  Analysts  to  provide
         configuration  support,  training,  and  transition  support to the MBC
         Support team. As implementations are defined,  PSC will assign Business
         Analysts to complete  required tasks.  These tasks include Benefit Plan
         configuration,  testing,  training and any other related  configuration
         requirements defined in a Project Plan.


<PAGE>

o        System Engineers.  PSC will provide technical resources as required 
         ("Systems Engineers") to meet required system conversion requirements.
         As implementations are defined, PSC will assign System Engineers to 
         complete required tasks.

AMISYS Applications

o        As part of the AMISYS System  implementations,  PSC will  implement the
         AMISYS  subsystems  described below.  PSC shall provide  implementation
         management,  system  configuration,  training  and  transition  support
         services for each site defined.  AMISYS  modules to be  implemented  as
         part of the Base Implementation Services Fee include-.

         - Security
         - Membership
         -Authorizations
         -Claims / Liability Recovery
         -Phone Log
         -Correspondence Generator
         -Configuration Testing
         -Benefits Configuration
         -Provider
         -Clinical
         -Pricing
         -MURS

Conversion Services

o        PSC shall provide required Systems  Engineers in the data conversion of
         the  Bionet,   HP9000  and  AS400  systems.  The  following  Conversion
         services,   when  appropriate,   are  included  as  part  of  the  Base
         Implementation Fee.

o        Membership - conversion for each site will include the actual 
         membership data and miscellaneous membership.  The data sets included
         in Membership conversion are: Contracts, Contract-Spans, Members, 
         Member-Spans and Member Addresses.  Miscellaneous Membership includes 
         the Member Remarks data sets.

o        Claims -  conversion  of the  claims  files for each site  include  the
         Claim,  Service and Claim Remarks,  and the Claims counters (Counter-M)
         data sets only. Only paid and denied claims will be converted using the
         Claim and  Service  data sets.  Pended  claims are not  included in the
         conversion  services.  Required data entry of needed data elements will
         be  resolved in the legacy  system or manually  entered by MBC users in
         the new AMISYS environment.


<PAGE>




o        Authorizations - conversion of the Authorization files for each site
         include: the Authorization, Authorization Detail, Admission and 
         Authorization Remarks data sets only.

o        Providers - Where possible, considering data availability and accuracy,
         provider  files for each site will be converted  from the AS/400 system
         (Bionet).  These  files  include-.  Provider,  Address,   Affiliations,
         Remarks and all appropriate historical spans.

o        Clinical - If Clinical  data is captured on a legacy system an analysis
         will be performed to determine  whether  "legacy"  clinical data can be
         converted to AMISYS. If this conversion  analysis  determines that this
         "Clinical  Conversion" is technically  feasible,  PSC will provide such
         service.

o        EAP - All  membership  related EAP data,  including but not limited to,
         member demographics,  employment history,  salary data and occupational
         data will be converted to the AMISYS System when EAP  functionality  is
         available on AMISYS.

o        All other files on these  systems will be data entered by MBC employees
         not assigned as part of the MBC Project  Team.  Any requests to convert
         the  files  will be  considered  as an  Additional  Service  and may be
         completed with the Service Request  process  described in Section IV of
         this Schedule B.

o        PSC  conversion  technicians  will  work  with  MBC  users  to map data
         elements  from legacy  systems to the AMISYS  System.  Systematic  data
         clean  up  will  be  performed   where   possible  to  compensate   for
         deficiencies  in existing MBC  systems.  PSC  technicians  will develop
         conversion programs and unit test plans,  support  implementation teams
         in systems  testing  efforts  and provide  support to MBC users  during
         acceptance testing.

o     PSC will perform the following tasks in connection with converting data.

         1.       Collect detailed information on the current system.
         2.       Develop specifications and unit test plans for each data set
                  to be converted.
         3.       Present specifications to MBC users and make corrections.
         4.       Develop programs and unit test.
         5.       Conduct test conversions.
         6.       Assist with error corrections from 'test' conversions.


<PAGE>



         7.       Assist with user testing.
         8.       Conduct final conversions.
         9.       Migrate converted data into production.
         10.      Provide support to users completing manual corrections after
                  final conversion.
         11.      Provide go-live support to assist in general troubleshooting.
         12.      Provide Conversion project management.
         13.      Provide on-site visits as required

o        The  following  items are not included in  Conversion  Services and, if
         needed,  may be  facilitated  using Systems  Integration  and Reporting
         Services  outlined in Section 111.  These tasks will  require  separate
         estimates  and will be included in Systems  Integration  and  Reporting
         Services.

         o        Developing interfaces for other systems
         o        Developing interfaces for enrollment or claims data received
                  from outside sources
         o        AMISYS Customization and/or Custom Reports a Converting
                  General Ledger information
         o        Transferring A/R balances

o        The following data will be entered manually by MBC users:

         o        Groups & Divisions
         o        Providers(to the extent not systematically converted)
         o        Provider Remarks(to the extent not systematically converted)
         o        Provider Addresses(to the extent not systematically converted)
         o        COBRA
         o        Medical Management
         o        COB
         o        Comments Other Than Membership, Claims, and Authorizations

Transition Services

         The PSC Transition  Team will be responsible  for supporting  sites for
         the first  ninety  (90) days after the Live Date.  Transition  Services
         will include the following activities:

         1.       Migrating sites to the MBC Support Team;
         2.       Documenting operational issues which arise from each site as 
                  it relates to the use of the AMISYS System and resolving such
                  issues with MBC users and MBC management;
         3.       Providing and coordinating any follow-up training as needed 
                  for MBC AMISYS


<PAGE>



                  users;
         4.       Tracking and reporting issues relating to the AMISYS System;
         5.       Providing all implementation documentation to MBC management
                  for each site; and
         6.       Performing  with the MBC  Support  Team a Post  Implementation
                  Review to assess the current  environment  at each site.  This
                  review  will be  performed  no earlier  than 60 days after the
                  Live Date and not more than 75 days after the Live Date.

Implementation Sites and Time Frames

o    PSC shall complete the required Bionet migrations for the specific 
     sites listed below in the 1996 calendar year.  Each of these sites will
     each have an implementation project plan that will be mutually agreed upon
     by PSC and MBC prior to commencing the implementation.  The generic 
     project plan set forth in Section 1 of Schedule A, shall serve as the
     general framework for implementation of the AMISYS System.  This
     generic project plan will be customized for each MBC site.  The project 
     plan may be amended from time to time with the consent of both parties.  
     The definition of completed implementations are those sites that have 
     either been transitioned to the MBC Support Team or are in the 90-day 
     transition period.  The 1996 commitments include-

         Indiana  -  This  effort   includes   support  and  cleanup  of  Bionet
         installations only. The Transition Team will develop an action plan and
         use this site as the model for  transition to the MBC Support Team. The
         transition period will begin on February 1 and will be completed within
         ninety (90) days and the MBC Support Team will assume responsibility by
         April 30, 1996.

         Illinois - The  implementation  team will  complete  the  migration  of
         existing  Bionet  accounts.  The Transition Team will develop an action
         plan for the outstanding  Bionet issues.  The transition period of this
         site begins on February 1, 1996 and the  transition  to the MBC Support
         Team will be completed by June 15, 1996.

         Massachusetts/Vermont  - This implementation includes conversion of the
         Bionet  system only. An  implementation  project plan will be developed
         and this  site  will be one of the  first  implementations  to begin in
         1996. The Live Date shall be July 31, 1996.

         Ohio - This  implementation will parallel the Indiana office transition
         and a separate  project  plan will be  developed to migrate the offices
         and complete  transition into the Indiana offices.  This implementation
         will be started by March 1, 1996 (implementation Start Date). A project
         plan will be developed thirty (30) days after the Implementation  Start
         Date which will define the Live Date for this implementation in 1996.

         Colorado/Arizona - An implementation project plan will be developed
         and all Bionet accounts  will  be  migrated  to  the  AMISYS  System
         in  1996.   This implementation will be started by March 1, 1996  
         (Implementation  Start Date).  A project  plan will be  developed 
         thirty  (30) days after the Implementation  Start  Date  which  will 
         define the Live Date for this implementation in 1996.

         Florida - An  implementation  project  plan will be  developed  and all
         Bionet  accounts  will be migrated to the AMISYS  System in 1996.  This
         implementation will be started by June 15, 1996  (Implementation  Start
         Date). A project plan will be developed  forty-five (45) days after the
         Implementation  Start  Date  which  will  define the Live Date for this
         implementation in 1996.

         Hawaii - An  implementation  project  plan  will be  developed  and all
         Bionet  accounts  will be migrated to the AMISYS  System in 1996.  This
         implementation will be started by July 31, 1996  (Implementation  Start
         Date). A project plan will be developed  forty-five (45) days after the
         Implementation  Start  Date  which  will  define the Live Date for this
         implementation in 1996.

         New York Metro  Region - The  implementation  project  plan for the New
         York Metro AMISYS  System will be defined and  initiated  in 1996.  The
         scope  of  this  migration  is  currently  undefined  and  will  not be
         completed  in 1996.  It is  expected  that the Empire  project  will be
         transitioned  first  followed by the remaining  HP9000  accounts.  This
         implementation will be started by July 31, 1996  (Implementation  Start
         Date).  A project  plan will be  developed  sixty  (60) days  after the
         Implementation  Start  Date  which  will  define the Live Date for this
         implementation in 1997.

o        Requirements associated with the implementation of HP9000 and Texas IDX
         sites on the AMISYS  System in 1997 will be defined in a roll-out  plan
         which will be agreed to by PSC and MBC by September 1, 1996.

o        The  requirements for the transition of the AS/400 based systems to the
         AMISYS System have not been defined. PSC will work with MBC in 1996 and
         1997 to define the AMISYS System's capability to support this business.
         Required software  modifications and implementation  activities will be
         specified  in project  plans.  PSC will execute  AS/400  implementation
         plans (assuming the continuance of this agreement) in 1998  culminating
         in the transition of all MBC core business to the AMISYS System.



<PAGE>



                                   SECTION III

                   Systems Integration and Reporting Services

PSC will provide systems  integration  and reporting  services in support of MBC
sites implemented on the AMISYS System. To complete required systems interfaces,
system reporting and other related system  development  needs, PSC shall provide
Systems   Integration   and   Reporting   Services   in  addition  to  the  Base
Implementation  Services.'  These services will be used in conjunction  with the
implementations,  and the process for initiating  requirements will be through a
Service  Request  process defined as follows- Prior to beginning any development
projects  PSC will  provide an  estimate  of effort and  duration  which will be
approved by MBC.  This  Service  Request  (SR) will be approved or denied by MBC
within  five (5)  working  days of  submission  of the SR. A work  plan  will be
developed as part of the Site Project  Plan,  if  appropriate,  or a development
work plan will be  maintained  as part of each SR. Each work plan will  document
the applicable RADDIO processes.

o        Report  development  services will be managed through a standardization
         process directed at minimizing  custom site specific reports in support
         of centralized MBC corporate reporting standards.

o        Required  system  interfaces  will  be  implemented  using  a  standard
         approach  that  will  promote  efficiencies  in data  center  and  user
         department operations.




<PAGE>



                                   SECTION IV

                               Additional Services


Upon  MBC's   request,   PSC  shall  provide  MBC  with  software   development,
modification  services,  additional  implementation  services for new  business,
Enhancement  work and other  billable  work related to the AMISYS  System,  plus
training, installation and consulting work (cumulatively "Additional Services").
MBC will submit a  definition  of the request in writing,  including  functional
specifications,  sample screens and reports,  data requirements and reference to
current system functions where applicable. This written request shall constitute
MBC's  request for resource  estimates and  associated  costs to MBC to complete
said project.  If functional  specifications  are incomplete,  MBC may authorize
PSC, in writing, to develop a specifications  document and agrees to pay for the
time to  provide  it at the  rates set forth in  Section  5.3 of the  Agreement.
Within  fourteen  (14) working  days from:  (a) PSC's  receipt of MBC's  written
request- or (b) MBC's approval of the specifications  document developed by PSC,
if such a document is developed by PSC, PSC shall provide to MBC a cost estimate
and expected completion date for the project. For more complex projects, PSC may
extend the analysis and estimating period to thirty (30) days.

         Upon MBC's approval of the estimates  provided by PSC, PSC will proceed
         with the project.  A project plan,  which will include a description of
         Deliverables,  will be developed and provided to MBC for approval. Upon
         approval of the project plan, PSC will schedule the Deliverables.  Upon
         completion of the Deliverables, PSC will provide the following:

i)       an acceptance plan to unit test the modification as well as system
         test the changes.
ii)      a written report describing documentation changes, technical 
         documentation and implementation procedures.
iii)     copies of source code changes, screen changes or database changes.

o        Except to the extent included in Base Implementation Services, PSC
         shall provide to MBC other project-requested services such as network
         management, AMISYS system configuration, conversion services, systems
         integration services and training services. MBC will submit, in
         writing, a definition of the request including any contractual
         requirements.  This constitutes MBC's request for resource estimates 
         and associated  costs to MBC to complete the requested project.  If
         functional specifications are incomplete, MBC may authorize, in
         writing, PSC development of a specifications document and agrees to
         pay for the time to provide it at the rates set forth in Section
         5.3 of the Agreement.

         Within  fourteen  (14)  working  days from  receipt of (1) the  project
         request; or (2) MBC's approval of the specifications document developed
         by PSC, if such  document is developed by PSC, PSC shall  provide MBC a
         cost estimate and expected completion


<PAGE>



         date of the  project.  For more  complex  projects,  PSC may extend the
         analysis and estimating period to thirty (30) days.

         Upon MBC approval of the project estimate  provided by PSC,  scheduling
         of the project will be initiated  and a proposed  project plan provided
         to MBC. For each project  approved by MBC, a detailed project plan will
         be developed detailing tasks and responsibilities of each party.

         Upon approval of the project plan, PSC will schedule the . project. PSC
         shall be responsible for maintaining the project plan to reflect actual
         project  completion  dates and making any  changes as  mutually  agreed
         between  MBC,  customer  and PSC.  Project  plans shall be  distributed
         monthly.  If at any time  during a project  operating  on a fixed price
         basis, MBC or customer party does not fulfill their assigned tasks, PSC
         will have the  right to add  additional  resources  to the  project  to
         ensure  completion  as  scheduled  or inform MBC, in writing,  that the
         project plan will have to be modified.




<PAGE>




                                   SCHEDULE C

                     IMPLEMENTATION AND SOFTWARE DEVELOPMENT


                               ACCEPTANCE CRITERIA


                                   SCHEDULE C

                                TABLE OF CONTENTS


Section I       AMISYS Implementation Projects                       Page 3

Section II      Software Development                                 Page 7

Section III     Additional Services                                  Page 9





<PAGE>




                                    SECTION I

                         AMISYS IMPLEMENTATION PROJECTS


Master Project Plan

A Master  Project  Plan will be  maintained  to  identify  high-level  tasks and
Deliverables   necessary  to  meet  PSC  commitments  and  MBC  stated  business
objectives.  The  Master  Project  Plan  will  incorporate  milestone  dates and
activities  described  in  site-specific  project  plans for the  implementation
projects  as defined in  Schedule B. The Master  Project  Plan will  contain the
following key milestones which will be used to monitor its status.

         Milestones

         o        Live Date - The date that each  site  begins  using  AMISYS to
                  support  business  with  production  data.  The Live Date also
                  marks the date at which each  project  enters the ninety  (90)
                  day transition  period as defined in Section 11 of Schedule B.
                  The Live Date will be used to  determine  each sites status as
                  related to PSC commitments.

         o        Subsystem Configuration  Completion - This represents the date
                  by which  configuration  of each AMISYS  subsystem is complete
                  and available for MBC acceptance testing.

         o        Subsystem Configuration  Acceptance - This represents the date
                  by which MBC will accept  subsystem  configuration or identify
                  required changes and deficiencies.

         o        Subsystem  Data  Conversion  Completion - This  identifies the
                  date by which data for each  subsystem  will be converted  and
                  available for MBC acceptance testing.

         o        Subsystem Data Conversion  Acceptance - Identifies the date by
                  which MBC will accept  converted  data for each  subsystem  or
                  identify  required changes and  deficiencies.  Data conversion
                  will be deemed to be accepted  when all changes  identified by
                  the Subsystem Data Conversion date have been resolved.

Site Project Plan

A detailed project plan will be maintained for each MBC  implementation  site as
described  in Section  11 of  Schedule  B. The Site  Project  Plan will  contain
detailed information on tasks, timeliness dependencies and responsibilities. The
information  in the Site  Project  Plan will be  updated  weekly by the  Project
Manager.  Implementation  project status will be reported  weekly to appropriate
MBC and PSC staff. The Site Project Plans will be developed jointly


<PAGE>



between PSC and MBC and require the approval of both parties. In addition to the
items defined under Master Project Plan, the Site Project Plans will include the
following key Deliverables and supporting task details specific to each site:

         Deliverables

         o        Implementation Start Date - The commencement date for each
                  implementation project.

         o        Configuration Tasks - The following activities will be defined
                  relating to the configuration of each AMISYS subsystem:

                  o        Configuration Specification - Defines the 
                           configuration parameters and the relationship to
                           MBC business processes.

                  o        Configuration    Specification   Approval   -   MBC's
                           acknowledgment  that the planned  configuration meets
                           the configuration specifications.

                  o        Subsystem Configuration Completion - Defines the date
                           for  each  subsystem  by  which  PSC  will  have  all
                           configuration completed and available for testing.

                  o        Subsystem Configuration Testing - For each subsystem,
                           defines the plan and date for completion of subsystem
                           configuration testing.

                  o        Subsystem Configuration Acceptance Test - Defines the
                           plan  and  the  date  by  which   MBC  will   perform
                           acceptance  testing  and either  accept the system or
                           report to PSC changes and/or  deficiencies  to PSC to
                           the extent the subsystem  configuration does not meet
                           the MBC approved configuration  specifications or the
                           acceptance  criteria.  Each  subsystem will be deemed
                           accepted  when all  Deliverables  are approved by MBC
                           and the following Acceptance Criteria are met:

Subsystem                 Acceptance Criteria

Benefits                  95% of test claims will map to the appropriate 
                          benefit, or not map to any benefit as defined in 
                          the subsystem configuration specification

Pricing                   95% of test claims map to the appropriate pricing
                          arrangement

-        Conversion Tasks - The following activities will be defined for each 
               subsystem for which data is converted



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         o        Data Specification - Defines the mappings and processes to
                     be used in converting the data from the legacy systems

         o        Data Specification Acceptance - MBC approval date for data 
                    specification

        o        Data Conversion Programming - Date conversion programming and
                     unit testing is complete and data is available for
                     acceptance testing

         o        Data Conversion Acceptance Testing - Defines the start and end
                  dates for MBC  acceptance of converted  data.  The  conversion
                  will be deemed accepted when all  Deliverables are approved by
                  MBC and the following Acceptance Criteria are met:

Subsystem                 Acceptance Criteria

Provider                  None

Authorization             95% of authorizations will load without errors

Claims                    90% of claims loaded without errors

                  (Any  error  relating  to data  integrity  will not be used to
                  determine the acceptance pass rate unless that error is due to
                  conversion mapping or programming  errors.  Errors relating to
                  source  data  quality  are  specifically   excluded  from  the
                  acceptance pass rate.)

         o        System Test - Defines the  process of jointly  testing  AMISYS
                  configuration  and converted data to insure all AMISYS modules
                  and data are  consistent  with the MBC approved  configuration
                  and data specifications.

         o        Acceptance Test - Defines the process MBC users will employ to
                  determine  that  implementation  tasks  have  been  accurately
                  completed   and   are  in   compliance   with   MBC   approved
                  configuration and data specifications.  The AMISYS System will
                  be deemed accepted by MBC when all  Deliverables  are approved
                  by MBC and the following acceptance standards are met-.

Subsystem                 Acceptance Criteria

General                   All Deliverables have been presented to MBC

Provider                  A sampling of 20% of providers have been verified as
                          accurate

Membership                Membership has been loaded with less
                          than  a 5%  error  rate  (Any  error
                          relating to data  integrity will not
                          be used


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                           to  determine  the  acceptance  pass
                           rate  unless  that  error  is due to
                           interface   mapping  or  programming
                           errors.  Errors  relating  to source
                           data   quality   are    specifically
                           excluded  from the  acceptance  pass
                           rate.)

 Authorization             Authorizations  map  to  appropriate
                           Member Span,  Provider,  Affiliation
                           and  process to a payable  status in
                           95% of tests.

 Claims                    Claims map to appropriate Benefit, Fee Schedule,
                           Pricing Arrangement, Provider Affiliation,
                           Authorization, and Member Span in 90% of tests.

         o        Go Live Plan - This plan will  describe  the events  necessary
                  for a site to begin using the AMISYS  System  with  production
                  data to support  business.  The plan will be  developed by PSC
                  and approved  jointly by PSC and MBC.  The plan will  describe
                  the  process  for  the  Live  Date  and  go-line  support  and
                  migration to the Transition Team for on-going support.

         o        Transition Plan - A plan will be developed for each site to 
                  describe the process by which post-implementation problems 
                  will be resolved.  In addition, the plan will define the 
                  process for migrating to the on-going support of the MBC
                  Support Team.  As part of the Transition Plan, there will be
                  a Post Implementation review scheduled which will be 
                  conducted jointly by MBC and PSC.  This review will document
                  any additional training needed by the users as well as
                  outstanding issues, including productivity statistics such 
                  as claims processed per adjudicator per day for each site.  
                  This review will be scheduled no earlier than 60 days after 
                  the Live Date and not more than 75 days after the Live Date.



<PAGE>




                                   SECTION 11

                              Software Development

Overview

For services  provided that include  interfaces,  base system  modifications and
report  development  by PSC, PSC has been  retained to manage and  implement the
required  functionality  as approved by MBC on a  modification  by  modification
basis. PSC will follow its RADDIO methodology during all phases of the project.

Methodology

As part of PSC  methodology,  each  identified  function or task has been broken
down into the following processes

         A.       Development of Business (functional) Specification
         B.       Development of Technical Specification
         C.       Coding and Unit Testing
         D.       Acceptance Testing
         E.       Development of Production Work Flow Document

The Business  Specifications  will be developed by PSC associates from the basic
information gathered from MBC users. If additional  information or clarification
is needed,  questions  will be  developed  and  submitted  to MBC.  The Business
Specifications  will  identify  Deliverables.  Meetings  will  be  scheduled  as
necessary to discuss issues. These meetings will be limited to reduce the impact
on the  AMISYS  implementation  and  conversion  efforts.  When  completed,  the
Business Specification will be delivered to MBC for approval.  Once MBC approves
the Business Specifications,  PSC will develop a Technical Specification for MBC
approval.  Acceptance Criteria will be developed by MBC and approved by PSC. The
acceptance  process  will  test  to  insure  that  the  delivered  functionality
satisfies the Business Specifications and the Technical Specifications. Once MBC
and PSC approve the Business  Specifications,  the Technical  Specifications and
the Acceptance Criteria, PSC will begin developing the software.

After all  Deliverables  have been presented to MBC and PSC has completed coding
and unit testing,  MBC will complete  acceptance testing within thirty (30) days
after delivery by PSC and notify PSC, in writing, of acceptance or set forth the
manner in which  the  Deliverables  fail to meet the  Acceptance  Criteria,  the
Business Specifications or the Technical  Specifications.  In the event that MBC
fails to notify PSC within the thirty (30) day period,  such Deliverables  shall
be deemed to be accepted.

For those deficiencies identified,  PSC shall have thirty (30) days from receipt
of notice to


<PAGE>



either:

         1.    correct the deficiencies outlined in the notice,
         2.    respond in writing that the work requires more than thirty (30)
               days to be completed, but that PSC shall use commercial best 
               efforts to complete such work as soon thereafter as reasonably   
               practicable, or
         3.    respond that PSC does not believe that the alleged deficiency 
               is truly a deficiency.

Any  software  development  mutually  agreed as necessary to a Live Date for any
Implementation  as  defined in  Section I of this  Schedule C must be  completed
prior to the Live Date for that project or such project  shall not be considered
"Live." In any event, all system development related to implementation  projects
must be completed prior to transitioning to MBC for on-going support.

If necessary,  PSC and MBC may mutually agree upon an additional  time period in
order to continue Acceptance Testing of the corrected Deliverable.  By accepting
a Deliverable,  MBC represents  that it has reviewed the  Deliverable and to the
best knowledge has detected no errors or omissions unless otherwise specified in
writing.



<PAGE>



                                   SECTION III

                               Additional Services

Acceptance  Criteria for additional  projects will be developed and presented at
the point in time when MBC approves PSC to work on the new project. The criteria
described  above will be adopted as applicable  for  implementation  or software
development projects.

Upon  completion of the project,  MBC shall have thirty (30) days for Acceptance
or to notify PSC in writing  setting  forth the manner in which the  Deliverable
does not meet the  Acceptance  Criteria.  In the event  MBC fails to notify  PSC
within  the  thirty  (30) day  period,  such  Deliverable  shall be deemed to be
accepted.  For those  deficiencies  identified,  PSC shall have thirty (30) days
from receipt of a notice to either: i) correct the deficiencies  outlined in the
notice;  or ii) respond that the work  requires more than thirty (30) days to be
competed,  but that PSC shall use commercial  best efforts to complete such work
as soon thereafter as reasonably  practicable- or iii) respond that PSC does not
believe that the alleged deficiency is truly a deficiency. If necessary, PSC and
MBC may  mutually  agree upon an  additional  time  period in order to  continue
acceptance testing of the corrected Deliverable. By accepting a Deliverable, MBC
represents  that it has  reviewed  the  Deliverable  and  detected  no errors or
omissions  in meeting the  Acceptance  Criteria  unless  otherwise  specified in
writing by MBC.