mbssilicense





                           SOFTWARE LICENSE AGREEMENT


This SOFTWARE LICENSE AGREEMENT ("Agreement") is made effective the Effective
Date written on the signature page herein, and in consideration of the
covenants, representations, and warranties set forth herein and other good and
valuable consideration, between MB Software Solutions, Inc., a Texas corporation
having its principal place of business at 2225 East Randol Mill Road Suite 305
in Arlington, TX 76011-6306 ("Licensor") and InnerSpace Corporation, a Delaware
corporation having its principal place of business at 201 Allen Road, NE Suite
310 in Atlanta, GA 30328-4864 ("Licensee") as follows:


                                    RECITALS

Licensor owns the collection of computer programs known as OneClaim(R)Plus
("Licensed Programs") and all user documentation relating to the Licensed
Programs ("User Documentation"). The Licensed Programs in object code form and
User Documentation comprise the "Licensed Software."

Licensor and Licensee have entered into that certain Software Source Code
License Agreement of even date herewith which entitles Licensee to use and
modify source code of the License Programs and to use and modify its User
Documentation and to exercise certain license rights with respect to the
Licensed Software as set forth therein.

Prior to completing the OneClaim(R)Plus Upgrade Tasks described in the Software
Source Code License Agreement and offering the Modifications to its Clients as
therein described, Licensee desires to acquire a license to sublicense two
copies of the Licensed Programs, with the rights to install one copy of the
Licensed Programs on a computer system at a customer site of Licensee's
choosing, to host the remaining copy on a server for use by Licensee's customers
via the Internet, World Wide Web or Virtual private network, and to exercise
certain license rights with respect to the Licensed Software as set forth below.

The parties hereto hereby agree as follows:

1.      LICENSE
Licensor grants to Licensee a non-exclusive license to use the Licensed Software
as specified herein in object code form during the Term of this Agreement. The
Licensed Software shall be operated exclusively by Licensee and its employees,
contractors or agents on no more than one microcomputer running only one copy of
the Licensed Programs, and on one microcomputer network server running only one
copy of the Licensed Programs. Licensee shall have the right to make the
Licensed Software available to its client(s) on such single microcomputer or
microcomputer server. Licensee shall not allow any others to have access to the
Licensed Software, either directly or indirectly, except pursuant to end user
license agreements, and shall not make or allow others to make copies or
reproductions of the Licensed Software in any form other than for back-up
purposes. Licensee is solely responsible for, and will take all reasonable
measures necessary to insure that the confidential and proprietary nature of the
Licensed Programs is maintained.


2.      TERM AND TERMINATION OF AGREEMENT
This Agreement is effective upon the Effective Date and will remain in force in
perpetuity, unless terminated as provided below ("Term"). Upon the occurrence of
any of the events set forth below ("Events of Default"), Licensor shall have the
right to terminate this Agreement by giving written notice of termination, such
termination being effective with the giving of such notice: (i) Nonpayment of
any amount payable to Licensor that is continuing then (10) calendar days after
Licensor gives Licensee written notice of such nonpayment; (ii) breach by
Licensee of any covenant (other than a payment breach referred to in clause (i)
above) or any representation or warranty contained in this Agreement that is
continuing sixty (60) calendar days after Licensor gives Licensee written notice
of such breach; provided that if Licensee, using its best efforts, cannot cure
such breach within the flat sixty (60) days, the cure period shall be extended
by an additional sixty (60) calendar days, the total cure period not to exceed
one hundred twenty (120) days; or (iii) Licensee fails to comply with the terms
of the license granted under Article 1 hereof and such noncompliance is


Licensor's Initials _______   page 1 of 10 pages   Licensee's Intitials _______



continuing thirty (30) calendar days after Licensor gives Licensee notice of
such noncompliance. Upon termination of this Agreement by Licensor, Licensee
forfeits and forgoes all license rights with respect to the Licensed Software
and shall furnish Licensor an affidavit certifying that all copies of the
Licensed Software have been returned to Licensor, or destroyed, and Licensed
Software no longer will be in any use by Licensee or any Licensee's client,
customer or sublicensee.


3.      PAYMENT
Licensee agrees to pay to Licensor a License Fee in the amount of $15,000.00, of
which $10,000 is payable upon execution of this Agreement, and $5,000 is payable
on December 15, 2001. In addition, Licensee shall pay any sales or other taxes
levied on, or measured by, such payment, or arising from the use of the Licensed
Software and any parts or maintenance supplied, including without limitation,
any additional sales, use, gross receipts, privilege, excise and personal
property taxes unless specified otherwise herein.

Licensee also agrees to pay to Licensor all reasonable and actual travel and
lodging expenses associated with any training or other visits by Licensor's
employee(s) within 15 days of submission of the related Expense Report. Licensee
will provide Licensor's employee(s) with suitable airline transportation
ticket(s) in advance for travel it approves in support of this Agreement.


4.      TITLE
Title and all ownership rights to the Licensed Software and its copyrights are
and shall remain in Licensor. Licensee agrees to maintain the confidential and
proprietary nature of the Licensed Software provided by Licensor. Licensee shall
require that any of its client(s) or sublicensees using the Licensed Software,
acknowledge in writing Licensor's title and the confidential and proprietary
nature of the Licensed Software. Licensor reserves all rights not specifically
granted herein.


5.      PERMISSION TO COPY LICENSED SOFTWARE
Licensee is hereby granted permission to make or posses up to two (2) copies of
the Licensed Software for backup purposes. Licensee agrees to reproduce and
include the copyright notices of Licensed Software on all copies, in whole or in
part, in any form, including partial copies or modifications of Licensed
Software made hereunder. All copies of the Licensed Software made under this
Agreement shall become the property of Licensor subject to the terms of any
end-user sublicense agreements into which Licensee has entered. This does not
imply that Licensor owns the media upon which the permitted copies are made.


6.      DELIVERY
Contemporaneously with the execution of this Agreement, Licensor shall deliver
to Licensee one copy of the Licensed Software.


7.      WARRANTIES AND REPRESENTATIONS
Licensor represents and warrants to Licensee that (a) Licensor is a corporation
duly organized, validly existing and in good standing under the laws of Texas,
and has all requisite corporate power and authority to execute, deliver and
perform this Agreement; (b) this Agreement, when executed and delivered by
Licensor, will be the legal, valid and binding obligation of Licensor,
enforceable against Licensor in accordance with its terms; (c) the execution,
delivery and performance of this Agreement by Licensor does not conflict with,
or constitute a breach or default under, (i) the charter documents of Licensor,
(ii) any law, order, judgment or governmental rule or regulation applicable to
Licensor, or (iii) any provision of any agreement, contract, commitment or
instrument to which Licensor is a party; and the execution, delivery and
performance of this Agreement by Licensor does not require the consent, approval
or authorization of, or notice or declaration to or filing or registration with,
any governmental or regulatory authority; (d) Licensor owns full right, title
and interest in and to the Licensed Software; and (e) Licensor has not received
any written notice that the Licensed Software infringes the proprietary rights
of any third party.


Licensor's Initials _______   page 2 of 10 pages   Licensee's Intitials _______


Licensee represents and warrants to Licensor that (a) Licensee is a corporation
duly organized, validly existing and in good standing under the laws of
Delaware, and has all requisite corporate power and authority to execute,
deliver and perform this Agreement; (b) this Agreement, when executed and
delivered by Licensee, will be the legal, valid and binding obligation of
Licensee, enforceable against Licensee in accordance with its terms; and (c) the
execution, delivery and performance of this Agreement by Licensee does not
conflict with, or constitute a breach or default under, (i) the charter
documents of Licensee, (ii) any law, order, judgment or governmental rule or
regulation applicable to Licensee, or (iii) any provision of any agreement,
contract, commitment or instrument to which Licensee is a party; and the
execution, delivery and performance of this Agreement by Licensee does not
require the consent, approval or authorization of, or notice or declaration to
or filing or registration with, any governmental or regulatory authority.


8.      ADDITIONAL TERMS AND CONDITIONS
The additional terms and conditions set out in Exhibit 1, Exhibit 2, and Exhibit
3, attached hereto, are incorporated into this Agreement and are an integral
part hereof.


9.      REQUIREMENT OF LICENSED SOFTWARE SUPPORT AND MAINTENANCE SERVICE AGREEMENT
As an integral aspect of this Software License Agreement, Licensee shall execute
and maintain a Software Support and Maintenance Service Agreement in the form
and substance of Exhibit 1 attached hereto and made a part hereof. Termination
of this License Agreement shall forthwith terminate the Software Support and
Maintenance Services Agreement.


10. CONFIDENTIAL AND PROPRIETARY INFORMATION
Licensee hereby acknowledges that the Licensed Software contains confidential
and proprietary information belonging exclusively to Licensor or such third
party as may be identified on the Licensed Software or applicable Documentation
("Confidential & Proprietary Information"). Confidential & Proprietary
Information does not include: (i) information already known or independently
developed by the Licensee outside the scope of this relationship by personnel
not having access to any Confidential & Proprietary Information; (ii)
information in the public domain through no wrongful act of the Licensee, or
(iii) information received by the Licensee from a third party who was free to
disclose it. With respect to the Confidential & Proprietary Information, and
except as expressly authorized herein, the Licensee hereby agrees that during
the Term and at all times thereafter it shall not use, commercialize or disclose
such Confidential & Proprietary Information to any person or entity, except to
its own agents, employees or third parties having a "need to know" (and who
themselves are bound by similar nondisclosure restrictions); provided that all
such recipients shall have first executed a confidentiality agreement containing
substantially similar terms . Neither the Licensee nor any recipient shall: (i)
alter or remove from any Licensed Product or associated Documentation any
proprietary, copyright, trademark or trade secret legend, or (ii) attempt to
decompile, disassemble or reverse engineer the Licensed Product or other
Confidential & Proprietary Information (and any information derived in violation
of such covenant shall automatically be deemed Confidential & Proprietary
Information owned exclusively by Licensor) except in accordance with the terms
of the Software Source Code License Agreement of even date herewith. The
Licensee and its personnel shall use at least the same degree of care in
safeguarding the Confidential & Proprietary Information as it uses in
safeguarding its own confidential information, but in no event shall less than
due diligence and care be exercised. Upon termination, Licensee shall return or
destroy all Confidential & Proprietary Information in its possession or control
and cease all further use thereof. Licensee acknowledges that violation of the
provisions of this Section would cause irreparable harm to Licensor not
adequately compensable by monetary damages. In addition to other relief, it is
agreed that injunctive relief shall be available to prevent any actual or
threatened violation of such provisions.


11.     ASSIGNMENT
This Agreement can be transferred or assigned by either of the parties upon
written notice from the assigning party to the non-assigning party.


Licensor's Initials _______   page 3 of 10 pages   Licensee's Intitials _______


12.     DISCLAIMER OF WARRANTY AND LIMITATION OF LICENSOR'S LIABILITY
Licensor makes no warranties with respect to the Licensed Software except that
the media upon which the Licensed Software is distributed shall be
machine-readable. The sole obligation of Licensor in this regard shall be
replacement of defective media during the thirty- (30) day period following
delivery of the Licensed Software hereunder. THE FOREGOING LICENSOR
REPRESENTATION AND WARRANTY IS IN LIEU OF ALL OTHER REPRESENTATIONS OR
WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT
SHALL LICENSOR BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION,
LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF
OR INABILITY TO USE THIS LICENSED SOFTWARE.


13.     ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Licensor and
Licensee. It is intended as a complete and exclusive statement of the terms of
their Agreement. No agent, employee, or representative of Licensor has any
authority to bind Licensor to any affirmation, representation or warranty
concerning the product(s) sold under this Agreement, unless the same is included
within this written Agreement. This Agreement may be modified or rescinded only
by a written instrument signed by the parties hereto or by their duly authorized
agents.


14.     NOTICES
Notices hereunder  will be delivered and effective as follows:
        (a) Every notice required or contemplated by this Agreement to be given by
        either Party may be delivered in person or may be sent by courier,
        telecopy, express mail, telex, telegraph or postage prepaid certified
        or registered air mail, addressed to the Party for whom it is
        intended, at the address of each Party's principal place of business
        first shown above and directed to the person executing this Agreement.
        Either Party may change its addressee or address for notice by giving
        notice to the other Party of the change.
        (b) Any written notice will be effective no later than the date actually
        received.
        (c) Unless otherwise provided in this Agreement, notice by courier,
        express mail, certified mail, or registered mail will be effective on
        the date it is officially recorded as delivered by return receipt or
        equivalent and in the absence of such record of delivery it will be
        irrefutably presumed to have been delivered on the fifth business day
        after it was deposited, first-class postage prepaid, in the United
        States Mail.
        (d) Notice by telex or telegraph will be deemed given at the time it is
        recorded by the carrier in the ordinary course of business as having
        been delivered, but in any event no later than one business day after
        dispatch.
        (e) Notice not given in writing will be effective only if acknowledged in
        writing by a duly authorized officer of the Party to whom it was
        given.
        (f) As used in this Section 13, a reference to a particular date means the
        date itself, if a business day, otherwise the first business day after
        the date.


15.     EFFECT OF PARTIAL INVALIDITY
If any one or more of the provisions of this Agreement should be ruled wholly or
partly invalid or unenforceable by a court or other government body of competent
jurisdiction, then:

        (a) the validity and enforceability of all provisions of this Agreement,
        not ruled to be invalid or unenforceable, will be unaffected;
        (b) the effect of the ruling will be limited to the jurisdiction of the
        court or other government body making the ruling;
        (c) the provision(s) held wholly or partly invalid or unenforceable will
        be deemed amended, and the court or other government body is
        authorized to reform the provision(s), to the minimum extent necessary
        to render them valid and enforceable in conformity with the Parties'
        intent as manifested herein; and
        (d) if the ruling, and/or the controlling principle of law or equity
        leading to the ruling, is subsequently overruled, modified, or amended
        by legislative, judicial, or administrative action, then the
        provision(s) in question as originally set forth in this Agreement
        will be deemed valid and enforceable to the maximum extent permitted
        by the new controlling principle of law or equity.


Licensor's Initials _______   page 4 of 10 pages   Licensee's Intitials _______

16.     BUSINESS JUDGMENT
In any circumstance where this Agreement provides for either Party to make a
determination in its judgment, that judgment will be conclusive and binding,
regardless of any allegation of malice or bad faith on the part of that Party,
unless it be shown by clear and convincing evidence that a prudent person in the
management of his or her own affairs could not have made the judgment in
question in the same circumstances.


17.     CHOICE OF LAW, JURISDICTION AND VENUE
This Agreement will be interpreted and enforced in accordance with the laws of
the State of Texas applicable to agreements made and performed entirely in that
state by Persons domiciled therein. Wherever a term defined by the Uniform
Commercial Code is used in this Agreement, the definition contained in the Code
as adopted in the State of Texas as effective and in force on the date of this
Agreement shall control. Suit to enforce this Agreement or any provision thereof
will be brought exclusively in the state or federal courts located in Tarrant
County in the State of Texas.


18.     ATTORNEY'S FEES
If litigation or other action is commenced between the Parties concerning any
dispute arising out of or relating to this Agreement, the prevailing Party in
any contested ancillary proceeding relating to the action (e.g., motions to
transfer, to compel discovery, etc.) and the prevailing Party in the action
itself will be entitled, in addition to any other award that may be made, to
recover all court costs or other official costs and all reasonable expenses
associated with the ancillary proceeding or action, including without limitation
reasonable attorney's fees and expenses.


19.     NO WAIVER
The failure of either Party at any time to require performance by the other
Party of any provision of this Agreement shall in no way affect the right of
such Party to require performance of that provision. Any waiver by either Party
of any breach of any provision of this Agreement shall not be construed as a
waiver of any continuing or succeeding breach of such provision, a waiver of the
provision itself, or a waiver of any right under this Agreement.


20.     BINDING ON SUCCESSORS
This Agreement will be binding upon and inure to the benefit of the Parties and
their successors and assigns.


21.     SECTION HEADINGS
The article headings contained in this Agreement are for reference purposes only
and shall not in any way control the meaning or interpretation of this
Agreement.


22.     COUNTERPARTS
This Agreement may be executed in separate counterparts, each of which so
executed and delivered shall constitute an original, but all such counterparts
shall together constitute one and the same instrument. Any such counterpart may
comprise one or more duplicates any of which may be executed by less than all of
the Parties, provided that each Party executes at least one such duplicate. The
Parties stipulate that a photostatic copy of an executed original will be
admissible in evidence for all purposes in any proceeding as between the
Parties.



Licensor's Initials _______   page 5 of 10 pages   Licensee's Intitials _______



IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have
caused this Agreement to be executed by their duly authorized representatives.



ACCEPTED BY LICENSOR:                                LICENSEE:

MB SOFTWARE SOLUTIONS, INC.                          INNERSPACE CORPORATION


By:/s/ Scott A. Haire                                By:/s/ Robert D. Arkin

Name:           Scott A. Haire                       Name:  Robert D. Arkin
Title:          Chairman                             Title: Chief Executive Officer
Effective Date: November 14, 2001                    Date:  November 14, 2001






SALES AGENT:

         Robert E. Gross
         725 Winter Wind Way
         Roswell, GA  30075-1853






                               page 6 of 10 pages


Exhibit 1 to Software License Agreement



               SOFTWARE SUPPORT AND MAINTENANCE SERVICES ADDENDUM



A.       SOFTWARE SUPPORT AND MAINTENANCE SERVICES
Subject to terms and conditions set forth below, Licensor agrees to provide and
Licensee agrees to purchase Software Support and Maintenance Services, with
respect to the Licensed Programs. In providing Software Support and Maintenance
Services to the Licensee, Licensor agrees to perform the following:

        o Provide remote technical assistance and consultation to Licensee with
          respect to use of Licensed Programs. This requires remote
          communication capabilities provided by Licensee's hardware vendor

        o Provide two continuous days of training in Florida for up to three
          persons designated by Licensee.

        o Provide the services of Robert Tapales for two continuous days of
          training in Honolulu, Hawaii at the offices of Health Unified, Inc.,
          once the License Fee is paid in full.

Any assistance required to fulfill Licensor's obligations under this Agreement
will be provided at no additional charge unless such assistance is found to be
the result of hardware failure, user error, neglect or negligence. Assistance
required as a result of such failure, user error, neglect or negligence will be
compensated by the Licensee at Licensor's standard hourly rate then in effect,
plus reasonable expenses for transportation, meals and lodging that are
preapproved by Licensee and away from Licensor's principal place of business.

B.       ACCESS TO LICENSED PROGRAMS
Licensee shall provide Licensor with remote access to the installed Licensed
Programs and its affiliated hardware during regular business hours, and for
reasonable periods of time, for the purpose of testing, identification of
defects, and installation of any Licensed Software changes, fix or upgrade.
Licensor will exercise best efforts to coordinate with Licensee an appropriate
schedule to perform service and support so as to minimize the operational impact
to Licensee's operations. In appropriate circumstances, at the sole discretion
of Licensor, changes, fixes or upgrades may be delivered through appropriate
magnetic media, electronically transmitted or delivered through a representative
of Licensor. Licensee must obtain, install and maintain a current version of
Symantec Inc.'s pcAnywhere remote access software and a compatible
communications modem capable at least 56kb transmission speed. A
telecommunications line (dial up or Internet) must be maintained and available
to support external communications from Licensee's microcomputer running the
Licensed Programs to computer equipment operated by Licensor's Support
Representative.

C.       EXCLUDED SERVICE
Licensor is not obligated to provide service under this Agreement necessitated
by vandalism, theft, misuse, neglect, acts of third parties, fire, water,
casualty, act of God, mob violence, labor disputes, malfunction of affiliated
equipment, unauthorized modification of the Licensed Software, electrical
failure, accidents, or from other causes unrelated to the ordinary operation of
the Licensed Software. This Agreement is void if service is performed on the
Licensed Software by individuals not authorized by Licensor, or if attempts are
made to modify the Licensed Software or use the Licensed Software in a manner
not set out in the instruction manual or this Agreement. Should it be necessary
to perform services outlined in this Agreement at the Licensee's site, Licensee
shall be responsible for actual out-of-pocket expenses incurred in travel and
per-diem. Service is defined as any act or attempt to install, deliver, change,
repair, adjust, update, train or any other act requiring a credentialed,
manufacturer trained technician. All administrative access, adjustments, setups,
are part of the unique features of the Licensed Software and are within the
allowable functions of the Licensee's system administrator. It is expected that
Licensee's system administrator receives all Licensor provided application
training. Support services will only be provided to designated individuals that
have received application training from Licensor.

D.       TERM
The Term for Software Support and Maintenance Services shall commence on the
Effective Date, as specified herein, and shall continue for one year. Unless
terminated according to provisions herein. The Term for Software Support and
Maintenance Service shall be renewable for successive one-year periods by
Licensor's acceptance of Licensee's payment of the then current Annual Fee for
Maintenance and Support Services.



Licensor's Initials _______   page 7 of 10 pages   Licensee's Intitials _______



Exhibit 1 to Software License Agreement



E.       TERMINATION
Licensor may terminate this Agreement at any time if the Licensee shall fail to
make any required Software Support and Maintenance Services fee payment,
pursuant to the payment terms set forth above.

F.       SOFTWARE SUPPORT AND MAINTENANCE SERVICES FEES
Following the first anniversary of the Effective Date, the Licensee is under no
obligation to pay an Annual Fee for Software Support and Maintenance Services
and Licensor is under no obligation to provide Software Support and Maintenance
Services.

G.       RESPONSE TIME
Licensor guarantees a best efforts attempt regarding the response time to a
service call from the Licensee. Licensor will respond to service calls in the
order received and will make every effort to respond within the timeframes
specified in "Exhibit 2", Software Maintenance Support Policy. Licensor,
however, has established a priority coding system for each problem reported.
Details as to the priority levels can be found on "Exhibit 2" of this Agreement.

H.       EXCUSED PERFORMANCE
Licensor shall not be liable for any failure to perform or delayed performance
of any obligation under the Agreement if such performance is prevented, hindered
or delayed by reason of any cause beyond the reasonable control of Licensor,
including, without limitation, any labor dispute, strike or other industrial
disturbance, act of God, flood, shortage of materials from various
manufacturers, earthquakes, hurricanes, casualty, war, act of public enemy,
riot, insurrection, embargo law, blockage, action, restriction and regulation or
order of any government, government agency or subdivision thereof.

I.       WARRANTY
Licensor warrants that it will provide the Software Support and Maintenance
Services described in section A of this Software Support and Maintenance Service
Addendum and replace any defective licensed programs in a prompt and
professional manner, THIS WARRANTY IS IN LIEU OF ANY OTHER WARRANTIES, WHETHER
EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTY OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN THE EVENT OF ANY BREACH
OF THE WARRANTY CONTAINED IN THIS SECTION, LICENSOR'S SOLE RESPONSIBILITY SHALL
BE TO PERFORM WHATEVER SERVICES ARE NECESSARY TO CORRECT PROBLEMS WITH ANY
LICENSED PROGRAM SO THAT IT CONFORMS WITH ITS PUBLISHED PRODUCT SPECIFICATIONS.

J.       LIMITATION OF LIABILITY
IN THE EVENT OF ANY BREACH OF THIS AGREEMENT BY THE LICENSOR (INCLUDING, WITHOUT
LIMITATION, ANY BREACH OF THE WARRANTY CONTAINED IN SECTION J.), LICENSOR SHALL
NOT BE LIABLE FOR DAMAGES IN ANY AMOUNT EXCEEDING THE CHARGES PAID BY THE
LICENSEE TO LICENSOR FOR SERVICES UNDER THIS SOFTWARE SUPPORT AND MAINTENANCE
SERVICES ADDENDUM. IN NO EVENT SHALL LICENSOR BE LIABLE FOR INCIDENTAL DAMAGES,
CONSEQUENTIAL DAMAGES, LOST DATA, LOSS OF USE OF THE EQUIPMENT, OR LOST PROFITS,
NOTWITHSTANDING THE FACT THAT LICENSOR MAY HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.



Licensor's Initials _______   page 8 of 10 pages   Licensee's Intitials _______



Exhibit 2 to Software License Agreement


                  SOFTWARE MAINTENANCE SUPPORT POLICY ADDENDUM



The Priority Level Codes below identify the priority levels assigned to each
software error reported into Licensor's Support Center by Licensee
organizations.

Priority Level 1 - Urgent

A software error that renders the entire system inoperable. Telephone response
will occur within thirty (30) minutes of Licensee's support call into the
Licensor support phone line, so long as Licensee remains on hold within the
queue. Technical Resources (in the form of personnel and, if necessary,
applications) are assigned and remedial work will begin within one (1) hour.
Resources will continue to work on the problem during normal business hours
until the problem is resolved. Average resolution time is usually less than 8
hours.

Priority Level 2 - High

A software error is detected for a system module, which seriously impairs system
operations, but does not render the entire system inoperable. Technical
Resources (in the form of personnel, and if necessary, applications) are
assigned within four (4) hours. Resources will continue to work on the problem
during normal business hours until the problem is resolved.

Priority Level 3 - Average

A minor problem, but of sufficient severity as to warrant correction, or a
reasonable workaround, but does not render the entire system inoperable.
Technical Resources will continue to work on the problem during normal business
hours, as such resources are available, and until the problem is resolved.

Priority Level 4 - Low

"Would likes" and lesser minor problems. Licensor reserves the right to
determine "would like" relevance to the Licensed Software and the scheduling of
the development and release of such items.


Licensor's Initials _______   page 9 of 10 pages   Licensee's Intitials _______



Exhibit 3 to Software License Agreement


               ELECTRONIC CLAIMS AND STATEMENTS SERVICES ADDENDUM

A.       ELECTRONIC CLAIMS AND STATEMENTS SERVICES
Subject to terms and conditions set forth below, Licensor agrees to provide and
the Licensee agrees to purchase Electronic Claims and Electronic Statements
Services, with respect to the Licensed Programs for a period of two years after
the Effective Date ("Processing Period"), such services shall be provided solely
and exclusively by Licensor in the event Licensee or Licensee's clients or
sublicensees using the Licensed Programs use any electronic claims or electronic
statement processing services. Thereafter, Licensee reserves the right to
purchase such services from providers other than Licensor. Licensor agrees to
perform the following on behalf of Licensee or any Licensee's clients that are
using the Licensed Programs during the Processing Period:

        o Provide for the submission and filing of Electronic Healthcare Claims
          out of the Licensed Programs. Where and when they are available, this
          will include Acknowledgement Reporting and Other Claim Related
          Electronic Transactions, which may include, but are not limited to,
          Insurance Eligibility Inquiry and Electronic Claims Status Checking.

        o Provide for the submission and mailing of Electronic Patient
          Statements out of the Licensed Programs. Where and when they are
          available, this will include Acknowledgement and Status Reporting.

        o Provide remote technical assistance and consultation to Licensee with
          respect to the use of Electronic Claims And Electronic Statements
          Services. Licensee will provide such support to its clients that are
          using the Licensed Programs.

B.       PRICING
Licensee shall pay Licensor for the Electronic Claims and Statements Services as
they are used by Licensee or Licensee's Clients relating to the Licensed
Programs. Licensee is able to charge different pricing to its clients using the
Licensed Programs and participating in these services. This pricing is subject
to change with 60 day's written notice by Licensor to Licensee.

o Electronic Claims

        o A one time Enrollment Fee of $75.00 per Practice, where a Practice is
          defined as one or more healthcare providers practicing under one
          Federal Tax ID.

        o 45 cents for each Electronic Claim submitted, including each Paper
          Claim that is subsequently printed and submitted from the
          clearinghouse for non-electronic payors.

o Other Claim Related Electronic Transactions

        o Pricing will be determined at a later time, as these transactions may
          become available and requested by Licensee.

o Electronic Patient Statements

        o A one-time Postage Deposit of 50% of the estimated monthly statements
          anticipated to be processed on behalf of Licensee or Licensee's
          clients using the Licensed Programs. Such Postage Deposit may be
          adjusted from time to time, at the sole discretion of Licensor, in the
          event that monthly submissions of Electronic Statements increase or
          decrease significantly.

        o 65 cents for each Electronic Statement submitted.

C.       PAYMENTS

        o Licensee shall make all required payments relating to Electronic
          Claims, Other Claim Related Electronic Transactions and/or Electronic
          Statements, pursuant to monthly invoicing by Licensor, such that they
          are received by Licensor within 15 days of related invoicing. Any
          payments not made to Licensor when due shall accrue a financial
          interest fee of 18% APR, or the maximum amount allowable by law,
          whichever is least. If any of these required payments are not received
          within 30 days from Licensor's invoicing, Licensor may terminate the
          Electronic Claims or Statements Services, in its sole discretion.

Licensor's Initials _______   page 10 of 10 pages   Licensee's Intitials _______