THE BEACON COMPANY, INC.

                        FACILITY PARTICIPATION AGREEMENT


         THIS FACILITY PARTICIPATION AGREEMENT ("Agreement"), is made and
entered into this _______ day of ________, 1997, by and between The Beacon
Company, Inc. ("MCO"), and _____________________ ("Hospital").

                                    RECITALS

         1. MCO is a North Carolina stock corporation organized to develop,
manage and market an integrated system of managed health care services in a
cost-efficient and effective manner.

         2. MCO intends to develop a network of physician, hospital, and other
health care providers that will agree to provide certain managed health care
services, hereinafter referred to as Covered Services and further defined in
Section 1.2, pursuant to contracts negotiated by MCO.

         3. Hospital is duly licensed, registered, certified, accredited or
otherwise duly authorized to provide health care services under the laws of the
State of North Carolina, including accreditation by the Joint Commission for the
Accreditation of Healthcare Organizations ("JCAHO").

         4. MCO desires to engage Hospital to furnish Covered Services and
Hospital desires to furnish such services at designated facilities of Hospital.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Hospital and MCO agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

         1.1 Copayment. "Copayment" means those charges required by a Managed
Care Agreement which may be collected from an Eligible Subscriber as additional
payment for Covered Services at the time medical services are rendered.

         1.2 Covered Services. "Covered Services" means those medical services
for which third-party Payers or purchasers of health care services are obligated
to reimburse Hospital, in whole or in part, pursuant to a Managed Care
Agreement.

<PAGE>

         1.3 Emergency. "Emergency" means the sudden onset of a medical
condition manifesting itself by acute symptoms of sufficient severity that the
absence of immediate medical attention reasonably could result in permanently
placing an Eligible Subscriber's health in jeopardy, causing other serious
medical consequences, causing impairments to bodily functions, or causing
serious or permanent dysfunction of any body organ or part.

         1.4 Managed Care Agreement. "Managed Care Agreement" means a written
contract between a third-party Payer or purchaser of health care services and
the MCO whereby the MCO agrees to provide a network of health care facilities
and providers who have agreed to be bound by, and to provide managed health care
services to Eligible Subscribers in accordance with, the terms of Managed Care
Agreements.

         1.5 MCO Network. "MCO Network" means a network of Participating
Providers, all of whom have in full force and effect an agreement with MCO to
provide Medical Services to Providers.

         1.6 MCO Network Provider Manual. "MCO Network Provider Manual" means
the manual prepared by MCO, as amended from time to time by MCO, and
communicated, in writing, to Participating Providers, to assist in the provision
of Covered Services pursuant to the terms of this Agreement.

         1.7 Medical Services. "Medical Services" means those health care
services provided to Eligible Subscribers by Hospital, physicians, and other
health care providers, which may or may not be Covered Services.

         1.8 Medically Appropriate. "Medically Appropriate" means Medical
Services which, under provisions of this Agreement, are determined to be: (i)
appropriate for the prevention, diagnosis or treatment of the symptoms, injury
or disease; (ii) provided for the prevention, diagnosis or direct care and
treatment of the symptoms, injury or disease; (iii) within medical, dental or
other health care practice standards within the health care community; (iv) not
primarily for the convenience of Hospital, Eligible Subscriber or Participating
Provider providing Covered Services to Eligible Subscriber; and (v) an
appropriate level of service or supply needed to provide safe and adequate care.

         1.9 Opt Out Form. "Opt Out Form" means the notice provided by Hospital
to MCO on a form approved for that purpose by MCO, notifying MCO that Hospital
intends to opt out of a given Managed Care Agreement. A sample copy of an Opt
Out Form is attached hereto in Appendix A.

         1.10 Participating Provider. "Participating Provider" means a health
care provider or health care facility, including hospital, that has in force and
effect an agreement with MCO to provide Medical Services to Eligible
Subscribers.

         1.11 Payer. "Payer" means the purchaser of Covered Services on behalf
of Eligible Subscribers.

<PAGE>

         1.12 Eligible Subscriber. "Eligible Subscriber" means any individual
who is entitled to Covered Services pursuant to any Managed Care Agreement.
Reference to eligibility guidelines may be found in MCO Network Provider Manual,
however, such guidelines should be subject to modification to satisfy Payer
requirements for applicable Managed Care Agreements.

                                    ARTICLE 2

                        ENROLLMENT AND GRANT OF AUTHORITY

         2.1 Inclusion in MCO Network. MCO and Hospital hereby mutually agree
that, as of the effective date of this Agreement, Hospital shall be included as
a participant in MCO Network for the provision of managed health care services,
with all associated rights, privileges and obligations, as set forth in this
Agreement.

         2.2 Authority to Utilize Hospital Name and Other Information. Hospital
hereby expressly provides MCO with the authority to market its availability as a
participant in MCO Network as follows:

                 (a) Hospital shall permit its name, address, business telephone
number and other information to be included as part of the roster of MCO Network
for use in marketing, negotiations with prospective purchasers of health care
services and distribution to Eligible Subscribers.

                 (b) Hospital shall provide MCO with a current list of all
locations where medical services are provided by Hospital, and shall keep MCO
informed regarding any changes in such locations or services.

         2.3     Authority to Negotiate Managed Care Agreements.

                 (a) Subject to Subsection (b) of this Section, Hospital hereby
expressly provides MCO with the authority to negotiate and execute Managed Care
Agreements on its behalf. Hospital expressly agrees to be bound by the terms and
conditions of all Managed Care Agreements entered into by MCO unless it has
opted out of such agreement in accordance with the provisions of Section 2.3(b).
Hospital also may negotiate and execute contracts with third-party payers or
purchasers of health care services independently or as a participant in another
network.

                 (b) Hospital may reject any Managed Care Agreement executed by
MCO that Hospital determines is not in its best interests. To reject a Managed
Care Agreement, Hospital shall deliver an Opt Out Form to MCO within thirty (30)
days of receipt of such Managed Care Agreement from MCO pursuant to Section 4.4
hereunder. In the event that Hospital does not reject a Managed Care Agreement
within thirty (30) days of receipt pursuant to this subsection 2.3(b) and
Section 4.4, Hospital will be deemed to have accepted such agreement, and such
agreement will be deemed to be incorporated by reference into, and made a part
of, this Agreement, without the necessity of amending this Agreement, and
Hospital will be bound by its terms and conditions. Once Hospital has become
bound by a Managed Care Agreement, it shall

<PAGE>

remain bound by such agreement until the earlier of termination of this
Agreement pursuant to Article 5 hereunder, or termination of the applicable
Managed Care Agreement pursuant to its terms and conditions. However, in any
event, Hospital shall be required to comply with Section 5.5 of this Agreement,
relating to the effect of expiration or termination.

                 (c) Hospital expressly acknowledges that Managed Care
Agreements executed by MCO may compensate Hospital on a fee-for-service,
discounted fee-for-service, withhold, capitation or other at-risk basis, and
that MCO may enter into withhold, capitation or other at-risk Managed Care
Agreements which, unless opted out of by Hospital as set forth in Section 2.3(b)
and Section 4.4, will require Hospital to accept financial risk. However, MCO
only shall enter into at-risk agreements with Health Maintenance Organizations
licensed to do business in North Carolina, or other entities that are licensed
or otherwise permitted by the North Carolina Department of Insurance to enter
into at-risk agreements with MCO.

                                    ARTICLE 3

                          RESPONSIBILITIES OF HOSPITAL

         3.1 Provision of Medical Services. Hospital hereby agrees to provide
Medical Services within the scope of its credentials to Eligible Subscribers on
terms and conditions of Managed Care Agreements executed by MCO, only after such
time that Hospital has become bound by a Managed Care Agreement pursuant to
Section 2.3 above. With respect to the provision of such services, Hospital
further agrees:

                 (a) To provide Medical Services pursuant to prevailing
professional standards at the time Medical Services are rendered;

                 (b) To refrain from discriminating against any Eligible
Subscriber in the provision of Medical Services on the basis of race, color,
sex, age, religion, national origin, marital status or disability, and to
provide care to Eligible Subscribers of at least the same quality and cost
effectiveness as the care provided by Hospital to all other patients with
comparable conditions or injuries;

                 (c) If Eligible Subscriber requests certain Medical Services
and other services which Hospital knows are not Covered Services, whether
because such services are not Medically Appropriate or are otherwise not covered
under the applicable Managed Care Agreement, to advise Eligible Subscriber of
Eligible Subscriber's financial responsibility for payment of such services
before rendering such services, and to obtain Eligible Subscriber's written
consent and acknowledgment of financial responsibility before performing such
services;

                 (d) To admit or arrange for admission of Eligible Subscriber,
when appropriate, only to Participating Provider facilities, unless: (i)
Hospital obtains prior approval from the representative or medical director
identified as such in the applicable Managed Care Agreement, or from MCO's
representative or medical director; (ii) in case of an Emergency, where referral
to a Participating Provider facility is not reasonably possible or not
consistent with good medical care, (iii) where no Participating Provider
facilities have such expertise and Hospital obtains

<PAGE>

prior approval from the appropriate representative or medical director, (iv) as
otherwise provided in the applicable Managed Care Agreement, or (v) as expressly
permitted by the policies and procedures of MCO;

                 (e) To undertake all necessary actions reasonably requested by
MCO to ensure that Eligible Subscribers have adequate access to Covered
Services; and

                 (f) To maintain the confidentiality of information contained in
Eligible Subscribers' medical and billing records and, except for the
dissemination of such records in accordance with and subject to applicable laws,
and as required by this Agreement, Hospital will not disclose such information
except with the consent of Eligible Subscriber.

         3.2 Related Activities. Hospital shall participate in and comply fully
with the Utilization Review, Quality Assurance, Case Management and
Credentialing programs established by MCO, and any related or similar programs
that are operated by a Payer pursuant to any Managed Care Agreement executed by
MCO. These programs shall be fully disclosed to Hospital by MCO for
consideration as part of a Managed Care Agreement during the applicable thirty
(30) day opt out period in accordance with subsection 2.3 (b) and Section 4.4.
Failure to cooperate and to comply fully with such programs may result in
suspension, restriction or revocation of Hospital's inclusion in MCO Network.
Subject to any applicable laws regarding confidentiality, Hospital shall provide
all information, written or otherwise, reasonably requested by MCO in connection
with its establishment and implementation of the programs described in this
Section 3.2. In connection with the negotiation or operation of any Managed Care
Agreement, MCO shall have the right to share information developed through its
Utilization Review, Quality Assurance, Case Management and Credentialing
programs, as it deems necessary, subject to any applicable laws regarding
confidentiality.

         3.3 Clinical Protocols. Hospital shall participate, as reasonably
requested by MCO, in the development and implementation of clinical protocols to
be used by Participating Providers.

         3.4     Hospital Qualifications.

                 (a) Throughout the term of this Agreement, and as a condition
of continued participation in MCO Network, Hospital shall maintain:

                      (i)   A valid and unrestricted license to operate an
acute care hospital in the State of North Carolina;

                      (ii)  Full and unrestricted JCAHO accreditation; and

                      (iii) Full and unrestricted participation status in the
Medicare and Medicaid programs.

                 (b) Hospital shall notify the MCO immediately in writing if any
of the qualifications listed in 3.4 (a) above are suspended, revoked or
otherwise restricted.

<PAGE>

         3.5 Insurance. Hospital shall maintain general liability and
professional malpractice insurance coverage as required by law and in amounts
sufficient to insure Hospital and its employees and agents against any claim or
claims for damages resulting, directly or indirectly, from the performance, or
lack of performance, of any service or other activity by the Hospital or its
employees or agents. The types and minimum amounts of insurance coverage to be
secured and maintained by the Hospital are set forth in Schedule of Insurance
Coverage attached to this Agreement as Appendix C. Hospital shall notify MCO
within ten (10) days of termination or other restriction of coverage by the
applicable insurance carrier or entity for general liability and professional
malpractice insurance coverage. The Hospital shall provide the MCO with an
Accord Form Certificate of Insurance, in a form acceptable to MCO, upon
execution of this Agreement. Hospital will provide evidence of such coverage
annually, and at any time upon MCO's reasonable request. In the event of
cancellation, Hospital shall provide either evidence that it has obtained
professional malpractice insurance from another carrier with no break in
coverage, or evidence of an extended reporting period, or tail, coverage that
covers any break in service.

         3.6 Credentials Application. Within sixty (60) days of request by MCO's
Board of Directors, Hospital shall provide MCO with a completed MCO Credentials
Application, on a form approved for that purpose by MCO, which completed form
shall be incorporated by reference in and made a part of this Agreement.
Hospital hereby agrees to notify MCO of any and all material changes in the
information contained in Credentials Application within ten (10) days of such
change, unless this Agreement expressly adopts a different notice provision in
another context.

         3.7 Records. Hospital shall maintain, with respect to each Eligible
Subscriber for whom it provides services, medical and billing records in such
form, containing such information, preserved for such time, and meeting all
other record-keeping requirements, as may be specified under applicable federal
and state law, or as directed by MCO pursuant to a Managed Care Agreement. MCO
and each respective purchaser or third-party Payer that has entered into a
Managed Care Agreement shall have the right, upon reasonable notice and during
regular business hours, to inspect, review and make copies of such records upon
request, provided any necessary and appropriate release has been obtained from
Eligible Subscriber or her/his legal representative. Hospital shall be entitled
to review a copy of any executed release which is necessary before providing
access to records authorized by this Section 3.7.

         3.8 Administrative and Claims Processing. Hospital agrees to comply
with the administrative and claims processing and payment procedures of Managed
Care Agreements, or MCO, including any applicable rights of appeal or dispute
resolution procedures with respect thereto. Hospital acknowledges that the Payer
or purchaser of health care services that has entered into a Managed Care
Agreement may deny payment to Hospital for Medical Services rendered to an
Eligible Subscriber if such services were determined not to be Covered Services,
whether because such services were not Medically Appropriate or were otherwise
not covered under the terms and conditions of the applicable Managed Care
Agreement.

         3.9 Compliance with Rules. Hospital shall cooperate and comply with all
rules and regulations set forth in MCO Network Provider Manual, as amended from
time to time by MCO,

<PAGE>

and communicated, in writing, to Hospital forty five (45) days prior to the
effective date of such amendment. If Hospital objects to such amendment in
writing within such forty five (45) day period, MCO agrees to use its best
efforts to make revisions addressing Hospital's objections. Hospital also agrees
to render all services contemplated by this Agreement in compliance with all
applicable statutes, regulations, rules and directives of federal, state and
other governmental and regulatory bodies having jurisdiction over Hospital.

         3.10 Notification Related to Compliance. Hospital shall notify MCO
within ten (10) business days, and hereby authorizes any health care facility,
governmental agency, professional society or professional licensing,
registering, accrediting or certifying authority ("Reporting Entity") to notify
MCO: (i) of any disciplinary action taken by any Reporting Entity with respect
to Hospital, which action is reported or required to be reported to the agency
or organization which authorizes Hospital to provide health care services; (ii)
following notification to Hospital from the Hospital's insurance carrier that a
legal action pending against Hospital for professional negligence is considered
to be a material loss contingency, and of the final disposition of such legal
action; (iii) of any indictment or conviction of a felony, or of any criminal
charge against Hospital or its officers or employees, related to the provision
of health care services; (iv) of any order, judgment or decree entered by any
court of competent jurisdiction approving a petition seeking reorganization of
Hospital or appointing a receiver, trustee, custodian or liquidator of Hospital
or appointing a receiver trustee, custodian or liquidator of Hospital; and (v)
of any judgment against Hospital which may materially effect the ability of
Provider to carry out its responsibilities under this Agreement.

         3.11 Provider-Patient Relationship. Neither MCO, Payer nor any entity
performing quality assessment or utilization review or similar services has any
control over the provider-patient relationship and any final decisions regarding
treatment or confinement remain with the provider and patient. Hospital shall
acknowledge that MCO does not provide medical, dental or other health are
services, and that Hospital and its representatives shall be solely responsible
for all clinical decisions regarding the admission, treatment, referral or
discharge of Eligible Subscribers under the care of Hospital or a member of
Hospital's medical staff, notwithstanding the receipt by Hospital or a member of
Hospital's medical staff, whether in writing or otherwise, of any information,
recommendation, authorization or denial of authorization regarding such
admission, treatment, referral or discharge that may be issued by MCO or its
agent pursuant to applicable Managed Care Agreements, or by any other person or
entity performing quality assessment or utilization review or other similar
services with respect to an Eligible Subscriber.

                                    ARTICLE 4

                           RESPONSIBILITIES OF THE MCO

         4.1 Development of MCO Network. MCO shall undertake to develop a
network of Participating Providers which MCO determines to be reasonably
required to provide the Covered Services to be rendered pursuant to Managed care
Agreements entered into by MCO.

<PAGE>

         4.2 Marketing of the MCO Network. MCO shall design, develop and
implement a marketing program that shall identify and solicit third-party Payers
and purchasers of health care services that may be interested in entering into
Managed Care Agreements with MCO.

         4.3 Negotiation and Execution of Managed Care Agreements. Pursuant to
the grant of authority in Section 2.3 above, MCO shall negotiate and execute
Managed Care Agreements with third-party Payers and purchasers of health care
services on behalf of Hospital.

         4.4 Delivery of Managed Care Agreements to the Hospital. After MCO has
executed a Managed Care Agreement, it shall deliver a copy thereof together with
a copy of the Opt Out Form to Hospital within a reasonable period of time after
its execution. After receipt of such Managed Care Agreement the Hospital shall
have thirty (30) days to complete and return the Opt Out Form to MCO in
accordance with subsection 2.3(b), in order to opt out of the applicable Managed
Care Agreement.

         4.5 Related Activities. MCO shall develop and shall provide for the
implementation of certain programs, including Utilization Review, Quality
Assurance, Case Management, and Credentialing, as outlined in the Network
Provider Manual. Such programs shall be designed to facilitate and manage the
delivery of appropriate services, pursuant to Managed care Agreements and
consistent with current standards of care in the community. MCO shall secure or
otherwise contract for systems and equipment reasonably necessary to accomplish
MCO's work to undertake the implementation and management of such programs.

         4.6 Promotional Materials. MCO agrees to identify Hospital as a
participant in MCO Network in promotional materials provided to third-party
payers and purchasers of health care services with which MCO intends to
negotiate. Upon request, MCO will provide Hospital with materials suitable for
placement in its facility(s) identifying Hospital and its facility(s) as
Participating Providers in MCO Network.

         4.7 List of Participating Providers. MCO agrees to provide Hospital
with lists of all Participating Providers within a reasonable geographic area
surrounding Hospital's practice locations. MCO will provide Hospital with
revisions to, or updated versions of, such a list from time to time.

         4.8 Copy of Rules and Regulations. MCO will provide Hospital with a
copy of its MCO Network Provider Manual which describes rules, regulations,
policies, procedures, protocols and programs regarding performance of Managed
Care Agreements and may be amended from time to time. MCO agrees to provide
Hospital written notice of any such amendments at least thirty (30) days prior
to the effective date of such amendment.

         4.9 Personal Representative. MCO will identify a personal
representative who will assist Hospital, upon request, in obtaining prompt
processing and payment of claims filed pursuant to this Agreement.

<PAGE>

                                    ARTICLE 5

                              TERM AND TERMINATION

         5.1 Term. Unless otherwise terminated as provided herein, the term of
this Agreement shall be one (1) year from the execution date of this Agreement
and shall be renewed automatically for successive periods of one (1) year,
unless terminated with proper notice as described below.

         5.2     Termination by Hospital.

                 (a) Hospital may terminate this Agreement at any time, without
cause, upon ninety (90) days' prior written notice to the MCO.

                 (b) Hospital may terminate this Agreement upon thirty (30)
days' written notice for breach of this Agreement.

         5.3     Termination by MCO.

                 (a) MCO may terminate this Agreement at any time, without
cause, upon ninety (90) days' prior written notice to the Hospital.

                 (b) MCO may terminate this Agreement with cause upon thirty
(30) days' written notice for any breach of this Agreement. Cause shall include,
but not be limited to, any of the following:

                      (i)   Any breach of this Agreement;

                      (ii) A decision by Hospital to "opt out" of more than
three (3) consecutive Managed Care
Agreements presented by MCO.

                 (c) MCO may terminate this Agreement immediately upon the
occurrence of any of the following events:

                      (i) The suspension, revocation, restriction or limitation
of Hospital's license to operate an acute care hospital in the State of North
Carolina;

                      (ii) The suspension, revocation or significant limitation
of Hospital's JCAHO accreditation;

                      (iii) The inability of Hospital to procure or maintain
professional liability insurance in accordance with Section 3.5 above;

                      (iv) The refusal or failure of Hospital to treat any
Eligible Subscriber in accordance with the terms of Managed Care Agreements.

<PAGE>

         5.4 Termination of MCO Network Participation. Termination of this
Agreement by either party pursuant to this Article 5 shall automatically
terminate Hospital's participation in MCO Network, and Hospital's participation
in all Managed Care Agreements incorporated by reference into this Agreement.

         5.5 Effect of Expiration or Termination. This Agreement will be of no
further force or effect as of the date of its expiration or termination and
Hospital and MCO will be relieved and discharged from this Agreement except
that:

                 (a) The respective Payers will remain liable in accordance with
the terms of the applicable Managed Care Agreement(s) for payment of Covered
Services rendered by Hospital to a Eligible Subscriber who remains eligible
under the respective Managed Care Agreement or by operation of law who is under
Hospital's care at the time of the expiration or termination, until the services
being rendered to such Eligible Subscriber by the Hospital are completed or
Eligible Subscriber is transferred reasonably to another Participating Provider
facility;

                 (b) Each party will remain liable for any obligations or
liabilities arising from activities carried on by such party or its agents or
employees during the period this Agreement is in effect;

                 (c) Each party will retain the right to seek any redress
available under law for any loss or injury caused by the other party as a result
of such other party's substantial breach of its obligations under this
Agreement, except that in no event will a party be entitled to specific
performance of this Agreement or any provision of this Agreement after the
effective date of the Agreement's expiration or termination;

                 (d) With consent of Eligible Subscriber, or as required by law,
Hospital will provide MCO, any Eligible Subscriber's physician or medical
professional serving as a Participating Provider and any duly authorized third
party, with reasonable access to medical records of Eligible Subscriber
maintained by Hospital to the extent that such access is required in connection
with Eligible Subscriber's medical care. Such persons or entities also will be
entitled to obtain copies of Eligible Subscriber's medical records promptly,
provided that such persons or entities agree to reimburse Hospital for the
reasonable cost of preparing such copies; and

                 (e) In the event that this Agreement is terminated, Hospital
agrees to assist the attending physician(s) in immediately transferring his or
her patients covered under Managed Care Agreements to other Participating
Provider facilities, to the extent that such transfer is medically appropriate
and legally permissible.

                                    ARTICLE 6

                             FINANCIAL ARRANGEMENTS

         6.1 Billing and Collection. Subject to Section 3.8, the Hospital shall
be responsible for billing and collecting for all Medical Services it provides
to Eligible Subscribers pursuant to any Managed Care Agreement.

<PAGE>

                 (a) Unless specified differently for a Managed Care Agreement
executed by MCO, Hospital shall accept as payment in full for Covered Services
the amounts provided in Appendix B, including any amounts which are expressly
made the responsibility of Eligible Subscriber (such as deductibles and
copayments) and Hospital shall not be entitled to additional payment from MCO or
Eligible Subscriber, except as may be expressly provided in the applicable
Managed Care Agreement.

                 (b) Hospital will not bill, charge, collect a deposit from,
seek compensation from or have recourse against any Eligible Subscriber for any
services provided under this Agreement during its term, except as expressly
provided in the Managed Care Agreement and this Agreement, and except for those
amounts which are the responsibility of Eligible Subscriber (such as deductibles
and copayments). Section 6.1 (b) will survive the termination of this Agreement
for any reason, including but not limited to the insolvency of MCO or the
respective Payer under a Managed Care Agreement.

         6.2 Hospital Compensation. Hospital's sole source of compensation for
Covered Services provided to Eligible Subscribers are those amounts collected
pursuant to Section 6.1 above. In no event shall MCO be liable to pay any
compensation or any other amounts to Hospital for services rendered.

         6.3     Third Party and Eligible Subscriber Payments

                 (a) In the event Hospital is eligible to receive payment for
such Medical Services, either in whole or in part, under any state or federal
health care program or other contractual or legal entitlement, including but not
limited to a private group health insurance or indemnification program, as to
which coordination of benefits or similar provisions in the respective Managed
Care Agreements may be applicable, Hospital may attempt to collect such third
party payments following customary collection procedures, and subject to any
limitations set forth in the applicable Managed Care Agreement.

                 (b) For cases in which the Payer under a Managed Care Agreement
is the secondary Payer, Hospital will be entitled to be paid the amount payable
in accordance with the applicable Managed Care Agreement and this Agreement for
each Covered Service (assuming no other payers) less the amount payable by
Eligible Subscriber's primary Payer. In no event may the sum of the primary and
secondary payments, when a Payer under a Managed Care Agreement is the secondary
Payer, exceed the payment to which Hospital is entitled under the applicable
Managed Care Agreement and this Agreement, if the Payer under the applicable
Managed Care Agreement had been the primary Payer.

                 (c) Payments made in accordance with this Agreement will be the
maximum amount payable to Hospital without regard to any other factor which
might otherwise affect the amount payable in the absence of this Agreement.

<PAGE>

                 (d) Hospital will reimburse the Payer under a Managed Care
Agreement, the MCO or the Eligible Subscriber, as appropriate, for any payments
made to Hospital in error, including but not limited to, the circumstances set
forth below:

                      (i) Duplicate Payments: When two or more payments have
been made to the Hospital for the same service;

                      (ii) Services Not Rendered: When payments have been made
to Hospital for services not rendered or arranged for by Hospital;

                      (iii) Non-Covered Services: When payments have been made
by the Payer under a Managed Care Agreement for Medical Services later
determined not to have been Covered Services under the applicable Managed Care
Agreement, unless stated otherwise in the applicable Managed Care Agreement;

                      (iv) Coordination of Benefits: When a Payer under a
Managed Care Agreement is the secondary Payer under a coordination of benefits
provision and payment has been made for services which payment has or should
have been made by the primary Payer; or

                      (v) Worker's Compensation: When payment has been made for
services for which benefits are available to Eligible Subscriber under a
Worker's Compensation insurance or benefits program or any other laws of any
state or the United States.

                                    ARTICLE 7

                   NON-EXCLUSIVE AGREEMENT AND CONFIDENTIALITY

         7.1 Non-Exclusive Agreement. This Agreement shall be non-exclusive.
Hospital may join other networks or organizations which negotiate and execute
Managed Care Agreements with any third-party Payer or purchaser of health care
services.

         7.2 Confidentiality. MCO and Hospital agree not to disclose the terms
and conditions of this Agreement or any Managed Care Agreement entered into by
MCO unless a confidentiality agreement is signed between MCO and the applicable
third party.

                                    ARTICLE 8

                           ACCESS TO BOOKS AND RECORDS

         8.1 Access to Books and Records. Upon written request of the Secretary
of Health and Human Services, the Comptroller General or any of their duly
authorized representatives, Hospital will make available those contracts, books,
documents and records necessary to verify the nature and extent of the cost of
providing its services. Such inspection will be available up to four (4) years
after the rendering of such services. This section is included pursuant to and
is governed by the requirement of 1861(v)(1)(I) of the Social Security Act and
the Regulations

<PAGE>

relating to it. No attorney-client, accountant-client or legal privilege will be
deemed to have been waived by Hospital by virtue of this Agreement.

                                    ARTICLE 9

                                 INDEMNIFICATION

         9.1     Indemnification.

                 (a) Hospital shall indemnify and hold harmless MCO from any and
all claims, liabilities, losses, damages or expenses of any kind, including
costs and attorneys' fees, which result from negligent acts or omissions by
Hospital, its agents or employees regarding the duties and obligations of
Hospital under this Agreement, including the duty to maintain the legal standard
of care applicable to Hospital.

                 (b) MCO shall indemnify and hold harmless Hospital from any and
all claims, liabilities, losses, damages or expenses of any kind, including
costs and attorneys' fees, which result from negligent acts or omissions by MCO,
its agents or employees regarding the duties and obligations of MCO under this
Agreement.

                                   ARTICLE 10

                             INDEPENDENT CONTRACTORS

         10.1 Independent Contractors. In performing the duties imposed by this
Agreement and any Managed Care Agreements negotiated and executed hereunder,
Hospital and MCO are at all times acting as independent contractors. Neither
party hereto shall have the power to control the method by which the other
fulfills its obligations under this Agreement, and nothing herein shall be
construed to establish an employment relationship. MCO shall not withhold any
amounts of money for income tax, employment insurance, social security or any
other withholding pursuant to any law or requirement of any governmental body
relating to services provided hereunder.

                                   ARTICLE 11

                                     NOTICES

         11.1 Notices. Notices or communications required or permitted to be
given under this Agreement shall be given to the respective parties by hand or
by certified or registered mail, postage prepaid (such notice or communication
being deemed given as of the date of receipt) at the following addresses:

To MCO:
         Attention:  President and CEO
         The Beacon Company, Inc.
         825 Kennedy Avenue
         New Bern, North Carolina  28560

<PAGE>

To Hospital:

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         Either party may change the address for such notice by giving proper
written notice of such change to the other party.

                                   ARTICLE 12

                                  MISCELLANEOUS

         12.1 Section Headings; Preamble. The section headings in this Agreement
are for reference purposes only and shall not be given any legal effect nor
affect in any way the meaning or interpretation of this Agreement. The preamble
language of this Agreement shall be considered part of this Agreement and shall
be considered in the interpretation hereof.

         12.2 Operational Policies and Directives. Hospital agrees to comply
with any policies or directives issued by MCO for the purpose of clarifying or
implementing the terms of this Agreement, provided that MCO provides Hospital
with prior notice of such policies. In the event that any such policy
contradicts the terms of this Agreement, the terms of this Agreement shall
prevail.

         12.3 Resolution of Disputes. MCO shall undertake to secure the
agreement of all Payors to utilize the Professional Review organization of North
Carolina (The "PRONC") to resolve disputes, which cannot be resolved by
negotiation by Payer, MCO, and Hospital, involving medical or clinical issues
related to Medically Appropriate Medical Services. To the extent any such
disputes are submitted to the PRONC for resolution, the findings and
determinations of the PRONC shall be binding upon all parties. Any and all
disputes between MCO and Hospital arising under this Agreement and concerning
issues other than the medical or clinical issues related to Medically
Appropriate Medical Services shall be resolved by arbitration through the
Alternative Dispute Resolution Program, rules and procedures of the National
Health Lawyers Association. In the event there is a q dispute over the question
whether the basic disagreement concerns medical or clinical issues related to
Medically Appropriate Medical Services, such dispute shall be submitted to the
PRONC for resolution, unless any party to the dispute, other than MCO or
Hospital, has not agreed to utilize the PRONC for dispute resolution.

<PAGE>

         12.4 Governing Law and Enforcement. This Agreement shall be executed
and delivered, and shall be construed and enforced in accordance with the laws
of the State of North Carolina. Unless the circumstances require an alternate
venue, this Agreement shall be enforceable only by a court of competent
jurisdiction located in Craven County, North Carolina.

         12.5 Assignment. Neither MCO nor Hospital shall have the right to
assign this Agreement or any portion hereof without the prior written consent of
the other party.

         12.6 Entire Agreement. This Agreement supersedes any prior agreements
between the parties hereto with respect to the subject matter hereof and
constitutes the entire agreement between the parties.

         12.7 Amendments. This Agreement or any part, article, section, or
exhibit hereof may be amended by MCO at any time during the term of the
Agreement. An amendment may be proposed by MCO or by the Hospital. After
approval by the MCO, the amendment will be mailed to Hospital at least ninety
(90) days prior to its effective date. Upon receipt of the amendment, Hospital
will have sixty (60) days to either accept or reject the amendment. If an
amendment is not acceptable to the Hospital, it must give written notice to the
MCO of such rejection within sixty (60) days of receipt of the amendment. Upon
Hospital's rejection of the amendment, MCO shall have the right to terminate
this Agreement and Hospital's participation in any Managed Care Agreements then
in full force and effect. In the absence of written notice of rejection by
Hospital, Hospital will be deemed to have accepted such amendment as of the
effective date thereof. Managed Care Agreements added pursuant to Section 2.3(b)
of this Agreement shall not be deemed amendments for purposes of this provision.
The applicable provisions of Section 5.5 shall apply to any termination under
this Section 12.6.

         12.8 Severability. If any clause or provision of this Agreement shall
be judged invalid or unenforceable by a court of competent jurisdiction or by
operation of any applicable law, the validity of any other clause or provision
shall not be affected and the remainder of this Agreement shall remain in full
force and effect.

         12.9 Survival. The obligations of this Agreement which are to be
performed after the termination hereof shall survive such termination.

         12.10 Waiver. The failure of either party hereto to enforce any
provision or breach of this Agreement shall not constitute a continuing waiver
of any provision or subsequent breach of this Agreement.

         12.11 Execution. This Agreement and any amendments hereto may be
executed in duplicate copies by the MCO and the Hospital. Each duplicate copy
shall be deemed an original. The parties represent and warrant, each to the
other, that this Agreement has been duly authorized and constitutes an
enforceable obligation.

<PAGE>

         IN WITNESS WHEREOF, MCO and Hospital have hereunto caused this
Agreement to be duly and properly executed as by law provided on the day and
year first above written.

MCO:

By:      President and CEO
         The Beacon Company, Inc.
         825 Kennedy Avenue
         New Bern, North Carolina  28560


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         Signature


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HOSPITAL:

By:
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         Name


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         Title


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         Hospital Name


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         Address


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         Address


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         Signature


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         Date