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                                                                    EXHIBIT 4.5


                          REGISTRATION RIGHTS AGREEMENT



                               Dated May 21, 2002


                                      among

                        PACIFICARE HEALTH SYSTEMS, INC.,
                  PACIFICARE HEALTH PLAN ADMINISTRATORS, INC.,
                           PACIFICARE EHOLDINGS, INC.,
                                RX-CONNECT, INC.,
                                 SENIORCO, INC.,


                                       and


                        MORGAN STANLEY & CO. INCORPORATED
                                 UBS WARBURG LLC



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                          REGISTRATION RIGHTS AGREEMENT


        THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered
into as of May 21, 2002, among PACIFICARE HEALTH SYSTEMS, INC., a Delaware
corporation (the "Company"), PACIFICARE HEALTH PLAN ADMINISTRATORS, INC.
("PHPA"), PACIFICARE EHOLDINGS, INC. ("Eholdings"), RX-CONNECT, INC. ("Rx,
Inc."), SENIORCO, INC. ("SeniorCo" and together with PHPA, Eholdings and RX,
Inc., the "Guarantors") and MORGAN STANLEY & CO. INCORPORATED and UBS WARBURG
LLC (the "Placement Agents").

        This Agreement is made pursuant to the Placement Agreement dated May 16,
2002, among the Company, the Guarantors and the Placement Agents (the "Placement
Agreement"), which provides for the sale by the Company to the Placement Agents
of an aggregate of $500,000,000 principal amount of the Company's 10 3/4% Senior
Notes due 2009 (the "Securities"). In order to induce the Placement Agents to
enter into the Placement Agreement, the Company has agreed to provide to the
Placement Agents and their direct and indirect transferees the registration
rights set forth in this Agreement. The execution of this Agreement is a
condition to the closing under the Placement Agreement.

        In consideration of the foregoing, the parties hereto agree as follows:

        1. Definitions.

        As used in this Agreement, the following capitalized defined terms shall
have the following meanings:

                "1933 Act" shall mean the Securities Act of 1933, as amended
        from time to time.

                "1934 Act" shall mean the Securities Exchange Act of 1934, as
        amended from time to time.

                "Closing Date" shall mean the Closing Date as defined in the
        Placement Agreement.

                "Company" shall have the meaning set forth in the preamble and
        shall also include the Company's successors.

                "Exchange Offer" shall mean the exchange offer by the Company of
        Exchange Securities for Registrable Securities pursuant to Section 2(a)
        hereof.

                "Exchange Offer Registration" shall mean a registration under
        the 1933 Act effected pursuant to Section 2(a) hereof.

                "Exchange Offer Registration Statement" shall mean an exchange
        offer registration statement on Form S-4 (or, if applicable, on another
        appropriate form) and all amendments and supplements to such
        registration statement, in each case including the


<PAGE>

        Prospectus contained therein, all exhibits thereto and all material
        incorporated by reference therein.

                "Exchange Securities" shall mean securities issued by the
        Company under the Indenture containing terms identical to the Securities
        (except that the Exchange Securities will not contain restrictions on
        transfer) and to be offered to Holders of Securities in exchange for
        Securities pursuant to the Exchange Offer.

                "Holder" shall mean the Placement Agents, for so long as they
        own any Registrable Securities, and each of their successors, assigns
        and direct and indirect transferees who become registered owners of
        Registrable Securities under the Indenture; provided that for purposes
        of Sections 4 and 5 of this Agreement, the term "Holder" shall include
        Participating Broker-Dealers (as defined in Section 4(a)).

                "Indenture" shall mean the Indenture relating to the Securities
        dated as of May 21, 2002 among the Company, the Guarantors and State
        Street Bank and Trust Company of California, N.A., as trustee, and as
        the same may be amended from time to time in accordance with the terms
        thereof.

                "Majority Holders" shall mean the Holders of a majority of the
        aggregate principal amount of outstanding Registrable Securities;
        provided that whenever the consent or approval of Holders of a specified
        percentage of Registrable Securities is required hereunder, Registrable
        Securities held by the Company or any of its affiliates (as such term is
        defined in Rule 405 under the 1933 Act) (other than the Placement Agents
        or subsequent Holders of Registrable Securities if such subsequent
        holders are deemed to be such affiliates solely by reason of their
        holding of such Registrable Securities) shall not be counted in
        determining whether such consent or approval was given by the Holders of
        such required percentage or amount.

                "Person" shall mean an individual, partnership, limited
        liability company, corporation, trust or unincorporated organization, or
        a government or agency or political subdivision thereof.

                "Placement Agents" shall have the meaning set forth in the
        preamble.

                "Placement Agreement" shall have the meaning set forth in the
        preamble.

                "Prospectus" shall mean the prospectus included in a
        Registration Statement, including any preliminary prospectus, and any
        such prospectus as amended or supplemented by any prospectus supplement,
        including a prospectus supplement with respect to the terms of the
        offering of any portion of the Registrable Securities covered by a Shelf
        Registration Statement, and by all other amendments and supplements to
        such prospectus, and in each case including all material incorporated by
        reference therein.

                "Registrable Securities" shall mean the Securities; provided,
        however, that the Securities shall cease to be Registrable Securities
        (i) when a Registration Statement with respect to such Securities shall
        have been declared effective under the 1933 Act and such Securities
        shall have been disposed of pursuant to such Registration Statement,
        (ii) when



                                       2
<PAGE>

        such Securities have been sold to the public pursuant to Rule 144(k) (or
        any similar provision then in force, but not Rule 144A) under the 1933
        Act or (iii) when such Securities shall have ceased to be outstanding.

                "Registration Expenses" shall mean any and all expenses incident
        to performance of or compliance by the Company with this Agreement,
        including without limitation: (i) all SEC, stock exchange or National
        Association of Securities Dealers, Inc. registration and filing fees,
        (ii) all fees and expenses incurred in connection with compliance with
        state securities or blue sky laws (including reasonable fees and
        disbursements of counsel for any underwriters or Holders in connection
        with blue sky qualification of any of the Exchange Securities or
        Registrable Securities), (iii) all expenses of any Persons in preparing
        or assisting in preparing, word processing, printing and distributing
        any Registration Statement, any Prospectus, any amendments or
        supplements thereto, any underwriting agreements, securities sales
        agreements and other documents relating to the performance of and
        compliance with this Agreement, (iv) all rating agency fees, (v) all
        fees and disbursements relating to the qualification of the Indenture
        under applicable securities laws, (vi) the fees and disbursements of the
        Trustee and its counsel, (vii) the fees and disbursements of counsel for
        the Company and, in the case of a Shelf Registration Statement, the
        reasonable fees and disbursements of one counsel for the Holders (which
        counsel shall be selected by the Majority Holders and which counsel may
        also be counsel for the Placement Agents) and (viii) the fees and
        disbursements of the independent public accountants of the Company,
        including the expenses of any special audits or "cold comfort" letters
        required by or incident to such performance and compliance, but
        excluding fees and expenses of counsel to the underwriters (other than
        fees and expenses set forth in clause (ii) above) or the Holders and
        underwriting discounts and commissions and transfer taxes, if any,
        relating to the sale or disposition of Registrable Securities by a
        Holder.

                "Registration Statement" shall mean any registration statement
        of the Company that covers any of the Exchange Securities or Registrable
        Securities pursuant to the provisions of this Agreement and all
        amendments and supplements to any such Registration Statement, including
        post-effective amendments, in each case including the Prospectus
        contained therein, all exhibits thereto and all material incorporated by
        reference therein.

                "SEC" shall mean the Securities and Exchange Commission.

                "Shelf Registration" shall mean a registration effected pursuant
        to Section 2(b) hereof.

                "Shelf Registration Statement" shall mean a "shelf" registration
        statement of the Company pursuant to the provisions of Section 2(b) of
        this Agreement which covers all of the Registrable Securities (but no
        other securities unless approved by the Holders whose Registrable
        Securities are covered by such Shelf Registration Statement) on an
        appropriate form under Rule 415 under the 1933 Act, or any similar rule
        that may be adopted by the SEC, and all amendments and supplements to
        such registration statement,



                                       3
<PAGE>

        including post-effective amendments, in each case including the
        Prospectus contained therein, all exhibits thereto and all material
        incorporated by reference therein.

                "Trustee" shall mean the trustee with respect to the Securities
        under the Indenture.

                "Underwriter" shall have the meaning set forth in Section 3
        hereof.

                "Underwritten Registration" or "Underwritten Offering" shall
        mean a registration in which Registrable Securities are sold to an
        Underwriter for reoffering to the public.

                2. Registration Under the 1933 Act.

                (a) To the extent not prohibited by any applicable law or
applicable interpretation of the Staff of the SEC, the Company shall use its
best efforts to cause to be filed an Exchange Offer Registration Statement
covering the offer by the Company to the Holders to exchange all of the
Registrable Securities for Exchange Securities and shall use its reasonable
efforts to have such Registration Statement declared effective by the SEC and
remain effective until the closing of the Exchange Offer. The Company shall
commence the Exchange Offer promptly after the Exchange Offer Registration
Statement has been declared effective by the SEC and use its reasonable efforts
to have the Exchange Offer consummated not later than 60 days after such
effective date. The Company shall commence the Exchange Offer by mailing the
related exchange offer Prospectus and accompanying documents to each Holder
stating, in addition to such other disclosures as are required by applicable
law:

                (i) that the Exchange Offer is being made pursuant to this
        Registration Rights Agreement and that all Registrable Securities
        validly tendered will be accepted for exchange;

                (ii) the dates of acceptance for exchange (which shall be a
        period of at least 20 business days from the date such notice is mailed)
        (the "Exchange Dates");

                (iii) that any Registrable Security not tendered will remain
        outstanding and continue to accrue interest, but will not retain any
        rights under this Registration Rights Agreement;

                (iv) that Holders electing to have a Registrable Security
        exchanged pursuant to the Exchange Offer will be required to surrender
        such Registrable Security, together with the enclosed letters of
        transmittal, to the institution and at the address (located in the
        Borough of Manhattan, The City of New York) specified in the notice
        prior to the close of business on the last Exchange Date; and

                (v) that Holders will be entitled to withdraw their election,
        not later than the close of business on the last Exchange Date, by
        sending to the institution and at the address (located in the Borough of
        Manhattan, The City of New York) specified in the notice a telegram,
        telex, facsimile transmission or letter setting forth the name of such
        Holder, the principal amount of Registrable Securities delivered for
        exchange and a statement that such Holder is withdrawing his election to
        have such Securities exchanged.



                                       4
<PAGE>

                As soon as practicable after the last Exchange Date, the Company
        shall:

                (i) accept for exchange Registrable Securities or portions
        thereof tendered and not validly withdrawn pursuant to the Exchange
        Offer; and

                (ii) deliver, or cause to be delivered, to the Trustee for
        cancellation all Registrable Securities or portions thereof so accepted
        for exchange by the Company and issue, and cause the Trustee to promptly
        authenticate and mail to each Holder, an Exchange Security equal in
        principal amount to the principal amount of the Registrable Securities
        surrendered by such Holder.

The Company shall use its reasonable efforts to complete the Exchange Offer as
provided above and shall comply with the applicable requirements of the 1933
Act, the 1934 Act and other applicable laws and regulations in connection with
the Exchange Offer. The Exchange Offer shall not be subject to any conditions,
other than that the Exchange Offer does not violate applicable law or any
applicable interpretation of the Staff of the SEC. The Company shall inform the
Placement Agents of the names and addresses of the Holders to whom the Exchange
Offer is made, and the Placement Agents shall have the right, subject to
applicable law, to contact such Holders and otherwise facilitate the tender of
Registrable Securities in the Exchange Offer.

        (b) In the event that (i) the Company determines that the Exchange Offer
Registration provided for in Section 2(a) above is not available or may not be
consummated as soon as practicable after the last Exchange Date because it would
violate applicable law or the applicable interpretations of the Staff of the
SEC, (ii) the Exchange Offer is not for any other reason consummated by February
21, 2003, or (iii) the Exchange Offer has been completed and in the opinion of
counsel for the Placement Agents a Registration Statement must be filed and a
Prospectus must be delivered by the Placement Agents in connection with any
offering or sale of Registrable Securities, the Company shall use its reasonable
efforts to cause to be filed as soon as practicable after such determination,
date or notice of such opinion of counsel is given to the Company, as the case
may be, a Shelf Registration Statement providing for the sale by the Holders of
all of the Registrable Securities and shall use its reasonable efforts to have
such Shelf Registration Statement declared effective by the SEC. In the event
the Company is required to file a Shelf Registration Statement solely as a
result of the matters referred to in clause (iii) of the preceding sentence, the
Company shall use its best efforts to file and shall use its reasonable efforts
to have declared effective by the SEC both an Exchange Offer Registration
Statement pursuant to Section 2(a) with respect to all Registrable Securities
and a Shelf Registration Statement (which may be a combined Registration
Statement with the Exchange Offer Registration Statement) with respect to offers
and sales of Registrable Securities held by the Placement Agents after
completion of the Exchange Offer. The Company agrees to use its reasonable
efforts to keep the Shelf Registration Statement continuously effective until
the expiration of the period referred to in Rule 144(k) with respect to the
Registrable Securities or such shorter period that will terminate when all of
the Registrable Securities covered by the Shelf Registration Statement have been
sold pursuant to the Shelf Registration Statement. The Company further agrees to
supplement or amend the Shelf Registration Statement if required by the rules,
regulations or instructions applicable to the registration form used by the
Company for such Shelf Registration Statement or by the 1933 Act or by any other
rules and regulations



                                       5
<PAGE>

thereunder for shelf registration or if reasonably requested by a Holder with
respect to information relating to such Holder, and to use its reasonable
efforts to cause any such amendment to become effective and such Shelf
Registration Statement to become usable as soon as thereafter practicable. The
Company agrees to furnish to the Holders of Registrable Securities copies of any
such supplement or amendment promptly after its being used or filed with the
SEC.

        (c) The Company shall pay all Registration Expenses in connection with
the registration pursuant to Section 2(a) or Section 2(b). Each Holder shall pay
all underwriting discounts and commissions and transfer taxes, if any, relating
to the sale or disposition of such Holder's Registrable Securities pursuant to
the Shelf Registration Statement.

        (d) An Exchange Offer Registration Statement pursuant to Section 2(a)
hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will
not be deemed to have become effective unless it has been declared effective by
the SEC; provided, however, that, if, after it has been declared effective, the
offering of Registrable Securities pursuant to a Shelf Registration Statement is
interfered with by any stop order, injunction or other order or requirement of
the SEC or any other governmental agency or court, such Registration Statement
will be deemed not to have become effective during the period of such
interference until the offering of Registrable Securities pursuant to such
Registration Statement may legally resume. As provided for in the Indenture, in
the event the Exchange Offer is not consummated or the Shelf Registration
Statement is not declared effective on or prior to February 21, 2003, the annual
interest rate on the Securities will be increased by 0.5% until the Exchange
Offer is consummated, the Shelf Registration Statement is declared effective by
the SEC or the Registrable Securities become freely tradeable without
registration under the Securities Act.

        (e) Without limiting the remedies available to the Placement Agents and
the Holders, the Company acknowledges that any failure by the Company to comply
with its obligations under Section 2(a) and Section 2(b) hereof may result in
material irreparable injury to the Placement Agents or the Holders for which
there is no adequate remedy at law, that it will not be possible to measure
damages for such injuries precisely and that, in the event of any such failure,
the Placement Agents or any Holder may obtain such relief as may be required to
specifically enforce the Company's obligations under Section 2(a) and Section
2(b) hereof.

        3. Registration Procedures.

        In connection with the obligations of the Company with respect to the
Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the
Company shall as expeditiously as possible:

        (a) prepare and file with the SEC a Registration Statement on the
appropriate form under the 1933 Act, which form (x) shall be selected by the
Company and (y) shall, in the case of a Shelf Registration, be available for the
sale of the Registrable Securities by the selling Holders thereof and (z) shall
comply as to form in all material respects with the requirements of the
applicable form and include all financial statements required by the SEC to be
filed therewith, and use its reasonable efforts to cause such Registration
Statement to become effective and remain effective in accordance with Section 2
hereof;



                                       6
<PAGE>

        (b) prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such
Registration Statement effective for the applicable period and cause each
Prospectus to be supplemented by any required prospectus supplement and, as so
supplemented, to be filed pursuant to Rule 424 under the 1933 Act, in each case,
subject to suspensions permitted by the penultimate paragraph of this Section 3;
to keep each Prospectus current during the period described under Section 4(3)
and Rule 174 under the 1933 Act that is applicable to transactions by brokers or
dealers with respect to the Registrable Securities or Exchange Securities;

        (c) in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, to counsel for the Placement Agents, to counsel for the
Majority Holders, if any, and to each Underwriter of an Underwritten Offering of
Registrable Securities, if any, without charge, as many copies of each
Prospectus, including each preliminary Prospectus, and any amendment or
supplement thereto and such other documents as such Holder or Underwriter may
reasonably request, in order to facilitate the public sale or other disposition
of the Registrable Securities; and subject to the penultimate paragraph of this
Section 3, the Company consents to the use of such Prospectus and any amendment
or supplement thereto in accordance with applicable law by each of the selling
Holders of Registrable Securities and any such Underwriters in connection with
the offering and sale of the Registrable Securities covered by and in the manner
described in such Prospectus or any amendment or supplement thereto in
accordance with applicable law;

        (d) use its reasonable efforts to register or qualify the Registrable
Securities under all applicable state securities or "blue sky" laws of such
jurisdictions as any Holder of Registrable Securities covered by a Registration
Statement shall reasonably request in writing by the time the applicable
Registration Statement is declared effective by the SEC, to cooperate with such
Holders in connection with any filings required to be made with the National
Association of Securities Dealers, Inc. and do any and all other acts and things
which may be reasonably necessary or advisable to enable such Holder to
consummate the disposition in each such jurisdiction of such Registrable
Securities owned by such Holder; provided, however, that the Company shall not
be required to (i) qualify as a foreign corporation or as a dealer in securities
in any jurisdiction where it would not otherwise be required to qualify but for
this Section 3(d), (ii) file any general consent to service of process or (iii)
subject itself to taxation in any such jurisdiction if it is not so subject;

        (e) in the case of a Shelf Registration, notify each Holder of
Registrable Securities, counsel for the Majority Holders and counsel for the
Placement Agents promptly and, if requested by any such Holder or counsel,
confirm such advice in writing (i) when a Registration Statement has become
effective and when any post-effective amendment thereto has been filed and
becomes effective, (ii) of any request by the SEC or any state securities
authority for amendments and supplements to a Registration Statement and
Prospectus or for additional information after the Registration Statement has
become effective, (iii) of the issuance by the SEC or any state securities
authority of any stop order suspending the effectiveness of a Registration
Statement or the initiation of any proceedings for that purpose, (iv) if,
between the effective date of a Registration Statement and the closing of any
sale of Registrable Securities covered thereby, the representations and
warranties of the Company contained in any underwriting agreement, securities
sales agreement or other similar agreement, if any, relating to



                                       7
<PAGE>

the offering cease to be true and correct in all material respects or if the
Company receives any notification with respect to the suspension of the
qualification of the Registrable Securities for sale in any jurisdiction or the
initiation of any proceeding for such purpose, (v) of the happening of any event
during the period a Shelf Registration Statement is effective which makes,
results in or causes such Registration Statement or the related Prospectus to
include an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements, in light of the circumstances under
which they were made, not misleading and (vi) of any determination by the
Company that a post-effective amendment to a Registration Statement would be
appropriate;

        (f) make every reasonable effort to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement as promptly as
practicable and provide prompt notice to each Holder of the withdrawal of any
such order;

        (g) in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, without charge, at least one conformed copy of each
Registration Statement and any post-effective amendment thereto (without
documents incorporated therein by reference or exhibits thereto, unless
requested);

        (h) in the case of a Shelf Registration, cooperate with the selling
Holders of Registrable Securities to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and not
bearing any restrictive legends and enable such Registrable Securities to be in
such denominations (consistent with the provisions of the Indenture) and
registered in such names as the selling Holders may reasonably request at least
one business day prior to the closing of any sale of Registrable Securities;

        (i) in the case of a Shelf Registration, upon the occurrence of any
event contemplated by Section 3(e)(v) hereof, use its reasonable efforts, but
subject to suspensions permitted by the penultimate paragraph of this Section 3,
to prepare and file with the SEC a supplement or post-effective amendment to a
Registration Statement or the related Prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Securities, such Prospectus will
not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading. The Company agrees to notify the
Holders to suspend use of the Prospectus as promptly as practicable after the
occurrence of such an event, and the Holders hereby agree to suspend use of the
Prospectus until the Company has amended or supplemented the Prospectus to
correct such misstatement or omission;

        (j) a reasonable time prior to the filing of any Registration Statement,
any Prospectus, any amendment to a Registration Statement or amendment or
supplement to a Prospectus or any document which is to be incorporated by
reference into a Registration Statement or a Prospectus after initial filing of
a Registration Statement, provide copies of such document to the Placement
Agents and their counsel (and, in the case of a Shelf Registration Statement,
counsel for the Majority Holders) and make such of the representatives of the
Company as shall be reasonably requested by the Placement Agents or their
counsel (and, in the case of a Shelf Registration Statement, counsel for the
Majority Holders) available for discussion



                                       8
<PAGE>

of such document, and shall not at any time file or make any amendment to the
Registration Statement, any Prospectus or any amendment of or supplement to a
Registration Statement or a Prospectus or any document which is to be
incorporated by reference into a Registration Statement or a Prospectus, of
which the Placement Agents and their counsel (and, in the case of a Shelf
Registration Statement, counsel for the Majority Holders) shall not have
previously been advised and furnished a copy or to which the Placement Agents or
their counsel (and, in the case of a Shelf Registration Statement, counsel for
the Majority Holders) shall object;

        (k) obtain a CUSIP number for all Exchange Securities or Registrable
Securities, as the case may be, not later than the effective date of a
Registration Statement;

        (l) cause the Indenture to be qualified under the Trust Indenture Act of
1939, as amended (the "TIA"), in connection with the registration of the
Exchange Securities or Registrable Securities, as the case may be, cooperate
with the Trustee and the Holders to effect such changes to the Indenture as may
be required for the Indenture to be so qualified in accordance with the terms of
the TIA and execute, and use its reasonable efforts to cause the Trustee to
execute, all documents as may be required to effect such changes and all other
forms and documents required to be filed with the SEC to enable the Indenture to
be so qualified in a timely manner;

        (m) in the case of a Shelf Registration, upon execution of a
confidentiality agreement in a form customarily used in connection with
underwritten public offerings, make available for inspection by a representative
of the Majority Holders, any Underwriter participating in any disposition
pursuant to such Shelf Registration Statement, and attorneys and accountants
designated by the Majority Holders, at reasonable times and in a reasonable
manner, all financial and other records, pertinent documents and properties of
the Company, and cause the respective officers, directors and employees of the
Company to supply all information reasonably requested by any such
representative, Underwriter, attorney or accountant in connection with a Shelf
Registration Statement in order to enable such persons to conduct a reasonable
investigation within the meaning of Section 11 of the 1933 Act;

        (n) in the case of a Shelf Registration, use its reasonable efforts to
cause all Registrable Securities to be listed on any securities exchange or any
automated quotation system on which similar securities issued by the Company are
then listed if requested by the Majority Holders, to the extent such Registrable
Securities satisfy applicable listing requirements;

        (o) use its reasonable efforts to cause the Exchange Securities to be
rated by two nationally recognized statistical rating organizations (as such
term is defined in Rule 436(g)(2) under the 1933 Act), if the Registrable
Securities have been rated;

        (p) upon the reasonable request of any Holder of Registrable Securities
covered by a Registration Statement, and subject to suspensions permitted by the
penultimate paragraph of this Section 3, (i) promptly incorporate in a
Prospectus supplement or post-effective amendment such information with respect
to such Holder as such Holder reasonably requests to be included therein and
(ii) make all required filings of such Prospectus supplement or such
post-effective amendment promptly after the Company has received notification of
the matters to be incorporated in such filing; and



                                       9
<PAGE>

        (q) in the case of a Shelf Registration, enter into such customary
agreements and take all such other actions in connection therewith (including
those reasonably requested by the Majority Holders) in order to expedite or
facilitate the disposition of such Registrable Securities including, but not
limited to, an Underwritten Offering and in connection with any Underwritten
Offering or a Shelf Registration required as a result of the matters referred to
in clause (iii) of Section 2(b), (i) to the extent possible, make such
representations and warranties to the Holders and any Underwriters of such
Registrable Securities with respect to the business of the Company and its
subsidiaries, the Registration Statement, Prospectus and documents incorporated
by reference or deemed incorporated by reference, if any, in each case, in form,
substance and scope as are customarily made by issuers to underwriters in
underwritten offerings and confirm the same if and when requested, (ii) obtain
opinions of counsel to the Company (which counsel and opinions, in form, scope
and substance, shall be reasonably satisfactory to the Majority Holders and such
Underwriters and their respective counsel) addressed to each selling Holder and
Underwriter of Registrable Securities, covering the matters customarily covered
in opinions requested in underwritten offerings, (iii) obtain "cold comfort"
letters from the independent certified public accountants of the Company (and,
if necessary, any other certified public accountant of any subsidiary of the
Company, or of any business acquired by the Company for which financial
statements and financial data are or are required to be included in the
Registration Statement) addressed to each selling Holder and Underwriter of
Registrable Securities, such letters to be in customary form and covering
matters of the type customarily covered in "cold comfort" letters in connection
with underwritten offerings, and (iv) deliver such documents and certificates as
may be reasonably requested by the Holders of a majority in principal amount of
the Registrable Securities being sold or the Underwriters, and which are
customarily delivered in underwritten offerings, to evidence the continued
validity of the representations and warranties of the Company made pursuant to
clause (i) above and to evidence compliance with any customary conditions
contained in an underwriting agreement.

        In the case of a Shelf Registration Statement, the Company may require
each Holder of Registrable Securities to furnish to the Company such information
regarding the Holder and the proposed distribution by such Holder of such
Registrable Securities as the Company may from time to time reasonably request
in writing for such Holder to be listed as a selling security holder in the
Shelf Registration Statement.

        In the case of a Shelf Registration Statement, each Holder agrees that,
upon receipt of any notice from the Company of the happening of any event of the
kind described in Section 3(e)(v) hereof, such Holder will forthwith discontinue
disposition of Registrable Securities pursuant to a Registration Statement until
such Holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 3(i) hereof, and, if so directed by the Company, such
Holder will deliver to the Company (at its expense) all copies in its
possession, other than permanent file copies then in such Holder's possession,
of the Prospectus covering such Registrable Securities current at the time of
receipt of such notice. If the Company shall give any such notice to suspend the
disposition of Registrable Securities pursuant to a Registration Statement, the
Company shall extend the period during which the Registration Statement shall be
maintained effective pursuant to this Agreement by the number of days during the
period from and including the date of the giving of such notice to and including
the date when the Holders shall have received copies of the supplemented or
amended Prospectus



                                       10
<PAGE>

necessary to resume such dispositions. The Company may give any such notice so
long as there are no more than 60 days in any 365-day period in which such
suspensions are in effect.

        The Holders of Registrable Securities covered by a Shelf Registration
Statement who desire to do so may sell such Registrable Securities in an
Underwritten Offering. In any such Underwritten Offering, the investment banker
or investment bankers and manager or managers (the "Underwriters") that will
administer the offering will be selected by the Majority Holders of the
Registrable Securities included in such offering.

        4. Participation of Broker-Dealers in Exchange Offer.

        (a) The Staff of the SEC has taken the position that any broker-dealer
that receives Exchange Securities for its own account in the Exchange Offer in
exchange for Securities that were acquired by such broker-dealer as a result of
market-making or other trading activities (a "Participating Broker-Dealer"), may
be deemed to be an "underwriter" within the meaning of the 1933 Act and must
deliver a prospectus meeting the requirements of the 1933 Act in connection with
any resale of such Exchange Securities.

        The Company understands that it is the Staff's position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a
plan of distribution containing a statement to the above effect and the means by
which Participating Broker-Dealers may resell the Exchange Securities, without
naming the Participating Broker-Dealers or specifying the amount of Exchange
Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers to satisfy their prospectus delivery obligation under the 1933
Act in connection with resales of Exchange Securities for their own accounts, so
long as the Prospectus otherwise meets the requirements of the 1933 Act.

        (b) In light of the above, notwithstanding the other provisions of this
Agreement, the Company agrees that the provisions of this Agreement as they
relate to a Shelf Registration shall also apply to an Exchange Offer
Registration to the extent, and with such reasonable modifications thereto as
may be, reasonably requested by the Placement Agents or by one or more
Participating Broker-Dealers, in each case as provided in clause (ii) below, in
order to expedite or facilitate the disposition of any Exchange Securities by
Participating Broker-Dealers consistent with the positions of the Staff recited
in Section 4(a) above; provided that:

                (i) the Company shall not be required to amend or supplement the
        Prospectus contained in the Exchange Offer Registration Statement, as
        would otherwise be contemplated by Section 3(i), for a period exceeding
        180 days after the last Exchange Date (as such period may be extended
        pursuant to the penultimate paragraph of Section 3 of this Agreement)
        and Participating Broker-Dealers shall not be authorized by the Company
        to deliver and shall not deliver such Prospectus after such period in
        connection with the resales contemplated by this Section 4; and

                (ii) the application of the Shelf Registration procedures set
        forth in Section 3 of this Agreement to an Exchange Offer Registration,
        to the extent not required by the positions of the Staff of the SEC or
        the 1933 Act and the rules and regulations thereunder, will be in
        conformity with the reasonable request to the Company by the



                                       11
<PAGE>

        Placement Agents or with the reasonable request in writing to the
        Company by one or more broker-dealers who certify to the Placement
        Agents and the Company in writing that they anticipate that they will be
        Participating Broker-Dealers; and provided further that, in connection
        with such application of the Shelf Registration procedures set forth in
        Section 3 to an Exchange Offer Registration, the Company shall be
        obligated (x) to deal only with one entity representing the
        Participating Broker-Dealers, which shall be Morgan Stanley & Co.
        Incorporated unless it elects not to act as such representative, (y) to
        pay the fees and expenses of only one counsel representing the
        Participating Broker-Dealers, which shall be counsel to the Placement
        Agents unless such counsel elects not to so act and (z) to cause to be
        delivered only one, if any, "cold comfort" letter with respect to the
        Prospectus in the form existing on the last Exchange Date and with
        respect to each subsequent amendment or supplement, if any, effected
        during the period specified in clause (i) above.

        (c) The Placement Agents shall have no liability to the Company or any
Holder with respect to any request that it may make pursuant to Section 4(b)
above.

        5. Indemnification and Contribution.

        (a) The Company agrees to indemnify and hold harmless the Placement
Agents, each Holder and each Person, if any, who controls any Placement Agent or
any Holder within the meaning of either Section 15 of the 1933 Act or Section 20
of the 1934 Act, or is under common control with, or is controlled by, any
Placement Agent or any Participating Broker-Dealer, from and against all losses,
claims, damages and liabilities (including, without limitation, any legal or
other expenses reasonably incurred by the Placement Agents, any Holder or any
such controlling or affiliated Person in connection with defending or
investigating any such action or claim) caused by any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement (or any amendment thereto) pursuant to which Exchange Securities or
Registrable Securities were registered under the 1933 Act, including all
documents incorporated therein by reference, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, or caused by any
untrue statement or alleged untrue statement of a material fact contained in any
Prospectus (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact necessary to make the statements
therein in light of the circumstances under which they were made not misleading,
except insofar as such losses, claims, damages or liabilities are caused by any
such untrue statement or omission or alleged untrue statement or omission based
upon information relating to the Placement Agents or any Holder furnished to the
Company in writing through Morgan Stanley & Co. Incorporated or any selling
Holder expressly for use therein; provided, however, that the foregoing
indemnity with respect to any preliminary Prospectus shall not inure to the
benefit of any Placement Agent or any Holder, or any Person controlling such
Placement Agent or Holder or any Person under common control with, or controlled
by, any Placement Agent or any Participating Broker-Dealer, to the extent it is
established that any such losses, claims, damages or liabilities result from the
fact that such Placement Agent or Holder, or Person controlling such Placement
Agent or Holder, or Person under common control with, or controlled by, any
Placement Agent or any Participating Broker-Dealer, sold Registrable Securities
or Exchange Securities to a person to whom there was not



                                       12
<PAGE>

sent or given, by or on behalf of such Placement Agent or Holder a copy of the
Prospectus (as then amended or supplemented, if the Company shall have furnished
any amendments or supplements thereto) at or prior to the written confirmation
of the sale of the Registrable Securities or Exchange Securities to such person,
and if such losses, claims, damages or liabilities result from an untrue
statement or alleged untrue statement or an omission or alleged omission
contained in such preliminary Prospectus that was corrected in the Prospectus
(as so amended or supplemented), unless such failure is the result of
noncompliance by the Company with its obligations to deliver copies of the
Prospectus to the Placement Agents or such Holder; nor shall this indemnity
inure to the benefit of any Placement Agent or Holder, or any Person controlling
such Placement Agent or Holder, or any Person under common control with, or
controlled by, such Placement Agent or Participating Broker-Dealer, from whom
the person asserting any such losses, claims, damages or liabilities purchased
the Registrable Securities or Exchange Securities concerned to the extent it is
established that, at the time of such purchase, such Placement Agent or Holder
had received written notice from the Company that the use of such Prospectus was
suspended as provided in the penultimate paragraph of Section 3. In connection
with any Underwritten Offering permitted by Section 3, the Company will also
indemnify the Underwriters, if any, their officers and directors and each Person
who controls such Persons (within the meaning of the 1933 Act and the 1934 Act)
to the same extent as provided above with respect to the indemnification of the
Holders, if requested in connection with any Registration Statement.

        (b) Each Holder agrees, severally and not jointly, to indemnify and hold
harmless the Company, the Placement Agents and the other selling Holders, and
each of their respective directors, officers who sign the Registration Statement
and each Person, if any, who controls the Company, any Placement Agent and any
other selling Holder within the meaning of either Section 15 of the 1933 Act or
Section 20 of the 1934 Act to the same extent as the foregoing indemnity from
the Company to the Placement Agents and the Holders, but only with reference to
information relating to such Holder furnished to the Company in writing by such
Holder expressly for use in any Registration Statement (or any amendment
thereto) or any Prospectus (or any amendment or supplement thereto).

        (c) In case any proceeding (including any governmental investigation)
shall be instituted involving any Person in respect of which indemnity may be
sought pursuant to either paragraph (a) or paragraph (b) above, such Person (the
"indemnified party") shall promptly notify the Person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the reasonable fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have the right
to retain its own counsel, but the reasonable fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the indemnifying
party and the indemnified party shall have mutually agreed to the retention of
such counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified party
and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. It is understood
that the indemnifying party shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for (a) the reasonable
fees and expenses



                                       13
<PAGE>

of more than one separate firm (in addition to any local counsel) for the
Placement Agents and all Persons, if any, who control any Placement Agent within
the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act
or any Person under common control with, or controlled by, any Placement Agent
or Participating Broker-Dealer, (b) the reasonable fees and expenses of more
than one separate firm (in addition to any local counsel) for the Company, its
directors, its officers who sign the Registration Statement and each Person, if
any, who controls the Company within the meaning of either such Section and (c)
the reasonable fees and expenses of more than one separate firm (in addition to
any local counsel) for all Holders and all Persons, if any, who control any
Holders within the meaning of either such Section, and that all such reasonable
fees and expenses shall be reimbursed as they are incurred. In such case
involving the Placement Agents and Persons who control the Placement Agents or
any Person under common control with, or controlled by, any Placement Agent or
Participating Broker-Dealer such firm shall be designated in writing by Morgan
Stanley & Co. Incorporated. In such case involving the Holders and such Persons
who control Holders, such firm shall be designated in writing by the Majority
Holders. In all other cases, such firm shall be designated by the Company. The
indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent but, if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by reason
of such settlement or judgment. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement of any pending
or threatened proceeding in respect of which such indemnified party is or could
have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such proceeding.

        (d) If the indemnification provided for in paragraph (a) or paragraph
(b) of this Section 5 is unavailable to an indemnified party or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then
each indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities in such proportion as is appropriate to reflect the relative fault
of the indemnifying party or parties on the one hand and of the indemnified
party or parties on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative fault of the
Company and the Holders shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Holders and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Holders' respective obligations to contribute
pursuant to this Section 5(d) are several in proportion to the respective
principal amount of Registrable Securities of such Holder that were registered
pursuant to a Registration Statement.

        (e) The Company and each Holder agree that it would not be just or
equitable if contribution pursuant to this Section 5 were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in paragraph (d) above. The amount paid
or payable by an indemnified party as a result of the losses, claims, damages
and liabilities referred to in paragraph (d) above shall be deemed to



                                       14
<PAGE>

include, subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section 5, no Holder shall be required to indemnify or contribute any amount in
excess of the amount by which the total price at which Registrable Securities
were sold by such Holder exceeds the amount of any damages that such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11 (f) of the 1933 Act) shall
be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. The remedies provided for in this Section 5 are
not exclusive and shall not limit any rights or remedies which may otherwise be
available to any indemnified party at law or in equity.

        The indemnity and contribution provisions contained in this Section 5
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
the Placement Agents, any Holder or any Person controlling any Placement Agent
or any Holder, or any Person under common control with, or controlled by, any
Placement Agent or Participating Broker-Dealer or by or on behalf of the
Company, its officers or directors or any Person controlling the Company, (iii)
acceptance of any of the Exchange Securities and (iv) any sale of Registrable
Securities pursuant to a Shelf Registration Statement.

        6. Miscellaneous.

        (a) No Inconsistent Agreements. The Company has not entered into, and on
or after the date of this Agreement will not enter into, any agreement which is
inconsistent with the rights granted to the Holders of Registrable Securities in
this Agreement or otherwise conflicts with the provisions hereof. The rights
granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company's other
issued and outstanding securities under any such agreements.

        (b) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Company has obtained the written consent of Holders of at least
a majority in aggregate principal amount of the outstanding Registrable
Securities affected by such amendment, modification, supplement, waiver or
consent; provided, however, that no amendment, modification, supplement, waiver
or consent to any departure from the provisions of Section 5 hereof shall be
effective as against any Holder of Registrable Securities unless consented to in
writing by such Holder.

        (c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 6(c), which address initially is, with respect to the Placement Agents,
the address set forth in the Placement Agreement; and (ii) if to the Company,
initially at the Company's address set forth in the Placement Agreement and
thereafter at such other address, notice of which is given in accordance with
the provisions of this Section 6(c).



                                       15
<PAGE>

        All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and on
the next business day if timely delivered to an air courier guaranteeing
overnight delivery.

        Copies of all such notices, demands, or other communications shall be
concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.

        (d) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Securities
in violation of the terms of the Placement Agreement. If any transferee of any
Holder shall acquire Registrable Securities, in any manner, whether by operation
of law or otherwise, such Registrable Securities shall be held subject to all of
the terms of this Agreement, and by taking and holding such Registrable
Securities such Person shall be conclusively deemed to have agreed to be bound
by and to perform all of the terms and provisions of this Agreement and such
Person shall be entitled to receive the benefits hereof. The Placement Agents
(in their capacity as Placement Agents) shall have no liability or obligation to
the Company with respect to any failure by a Holder to comply with, or any
breach by any Holder of, any of the obligations of such Holder under this
Agreement.

        (e) Purchases and Sales of Securities. The Company shall not, and shall
use its best efforts to cause its affiliates (as defined in Rule 405 under the
1933 Act) not to, purchase and then resell or otherwise transfer any Securities.

        (f) Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Placement Agents, on the other hand, and shall have the right to
enforce such agreements directly to the extent it deems such enforcement
necessary or advisable to protect its rights or the rights of Holders hereunder.

        (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

        (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

        (i) Governing Law. This Agreement shall be governed by the laws of the
State of New York.

        (j) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable,



                                       16
<PAGE>

the validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be affected
or impaired thereby.

                            [Signature page follows]





                                       17
<PAGE>

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


                                    PACIFICARE HEALTH SYSTEMS, INC.


                                    By: /s/ Gregory W. Scott
                                        ---------------------------------------
                                        Name:
                                        Title:


                                    PACIFICARE HEALTH PLAN ADMINISTRATORS, INC.


                                    By /s/ Coy F. Baugh
                                      -----------------------------------------
                                    Name:
                                    Title:


                                    PACIFICARE EHOLDINGS, INC.


                                    By /s/ Bary G. Bailey
                                      -----------------------------------------
                                    Name:
                                    Title:


                                    RX-CONNECT, INC.


                                    By /s/ Bary G. Bailey
                                      -----------------------------------------
                                    Name:
                                    Title:


                                    SENIORCO, Inc.


                                    By /s/ Bary G. Bailey
                                      -----------------------------------------
                                    Name:
                                    Title:



                                       S-1
<PAGE>


Confirmed and accepted as of the date first above written:

MORGAN STANLEY & CO. INCORPORATED
UBS WARBURG LLC


By:  MORGAN STANLEY & CO. INCORPORATED


By /S/  BRYAN W. ANDRZEJEWSKI
   -----------------------------------------
   Name: Bryan W. Andrzejewski
   Title:



                                      S-2