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                                                                   EXHIBIT 10(m)


                     THIRD AMENDMENT TO EMPLOYMENT AGREEMENT


        This amendment is made as of May 28, 1998, in Columbus, Ohio, among
CompManagement, Inc., an Ohio corporation ("CMI"), CompManagement Health
Systems, Inc., an Ohio corporation ("CHS") (CMI and CHS are collectively
referred to as the "Company"), and Robert J. Bossart (the "Employee").

                             Background Information
                             ----------------------

        The Employee and the Company are parties to an Employment Agreement
dated as of July 21, 1995 (the "Original Employment Agreement"), which agreement
was amended as of October 1996 (the "First Amendment"), and as of December 15,
1997 (the "Second Amendment"). The Original Employment Agreement, as amended by
the First Amendment and the Second Amendment, is hereinafter collectively
referred to as the "Employment Agreement." The Employment Agreement, as amended
by this amendment, is hereinafter collectively referred to as the "Agreement."

                             Statement of Agreement
                             ----------------------

        The parties hereby acknowledge the accuracy of the foregoing Background
Information and hereby agree as follows:

        Section 1. Sales Commissions. The provisions of this section shall
govern the payment of sales commissions to the Employee and shall supersede and
replace in its entirety Section 5(b) of the Original Employment Agreement,
Section 3 of the First Amendment, and Section 7 of the Second Amendment.

               (a) CMI Sales Commissions. The Company shall pay to the Employee
        sales commissions on the CMI Fees (as defined below) generated by the
        sales efforts of the Employee (the "CMI Sales Commissions"). The CMI
        Sales Commissions shall be in an amount up to (i) 25% of the amount
        (subject to allocation as described in (d), below) of the CMI Fees for
        the first year of business from a CMI Employer (as defined below), which
        CMI Fees were generated by the sales efforts of the Employee, plus (ii)
        25% of the amount (subject to allocation as described in (d), below) of
        the increase in CMI Fees from one Calendar Year (as defined in (e),
        below) to the next Calendar Year from CMI Employers who are part of
        group rating plans of CMI, which CMI Fees were generated by the sales
        efforts of the Employee.

               CMI Sales Commissions shall be payable on CMI Fees applicable to
        CMI Employers located in any state or jurisdiction in which CMI is
        authorized and approved to conduct business. With respect to a business
        acquisition by CMI (whether such acquisition is structured as an asset,
        stock, merger, or other similar type of transaction), no CMI Sales
        Commissions shall be payable with respect to any fees received by CMI
        from any employer who, at the time of such acquisition, was a client or
        customer of the business acquired by CMI, except to the extent payable
        pursuant to (ii), above.

               For purposes of the Agreement: (A) "CMI Fees" shall mean fees
        payable to CMI for its performance of third party administrative
        services for workers' compensation and unemployment compensation claims
        on behalf of CMI Employers; and (B) a "CMI Employer" shall mean any
        individual or entity (including a corporation, limited liability
        company, partnership, or business trust) which has entered into a
        contract with CMI pursuant to which CMI performs third party
        administrative services for workers' compensation or unemployment
        compensation claims on
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        behalf of such individual or entity, but is limited to employers that
        are part of group rating plans (prospective and retrospective group
        rating plans), state-funded employers, and self-funded employers.

               (b) CHS Sales Commissions. The Company shall pay to the Employee
        sales commissions on the CHS Fees (as defined below) generated by the
        sales efforts of the Employee (the "CHS Sales Commissions") as set forth
        in this section.

              For the first quarter of the 1998 Calendar Year, the CHS Sales
        Commissions shall be $177,920 (the "1998 First Quarter Commissions"). An
        amount equal to 5/12ths of the 1998 First Quarter Commissions shall be
        due and payable upon the execution of this amendment by the Employee.
        The remaining 1998 First Quarter Commissions shall be payable during the
        remainder of the 1998 Calendar Year in equal installments at the same
        time and in the same manner as the Employee's base salary is payable.
        If, during the 1998 Calendar Year, the Employee's employment is
        terminated by the Company for "just cause" (as defined in the Original
        Employment Agreement) other than due to the death of the Employee or by
        the Employee, then the Employee shall receive payment of the 1998 First
        Quarter Commissions payable through the date of termination of
        employment, and the Company shall have no further obligation with
        respect to the payment of the 1998 First Quarter Commissions. If, during
        the 1998 Calendar Year, the Employee's employment is terminated due to
        the death of the Employee or by the Company for any reason other than
        just cause, then the Employee (or his beneficiaries) shall receive
        payment of the 1998 First Quarter Commissions for the remainder of the
        1998 Calendar Year in the manner set forth in the preceding sentence. In
        the event the Employee is not an employee of the Company at the time of
        any payment of the 1998 First Quarter Commission, the 1998 First Quarter
        Commissions shall be treated as a salary continuation by the Company.

               Beginning as of the second quarter of the 1998 Calendar Year and
        continuing thereafter, the CHS Sales Commissions shall be in an amount
        up to 25% of the amount (subject to allocation as described in (d),
        below) of the CHS Fees for the first year of business from a CHS
        Employer, which CHS Fees were generated by the sales efforts of the
        Employee.

               CHS Sales Commissions shall be payable only on CHS Fees
        applicable to CHS Employers located in Ohio. With respect to the
        acquisition of another MCO by CHS (whether such acquisition is
        structured as an asset, stock, merger, or other similar type of
        transaction), no CHS Sales Commissions shall be payable with respect to
        any fees received by CHS with respect to any employer who, at the time
        of such acquisition, had either selected the acquired MCO as its MCO or
        been assigned to the acquired MCO by the Bureau (as defined below).

               For purposes of the Agreement: (A) "CHS Fees" shall mean the
        performance, incentive, and administrative fees payable to CHS under the
        agreement dated as of February 12, 1997, and the Addendum thereto dated
        February 2, 1998, between the Ohio Bureau of Workers' Compensation (the
        "Bureau") and CHS (as such agreement may be further amended, modified,
        renewed, extended, supplemented, or replaced), pursuant to which CHS has
        agreed to provide medical management services for workers' compensation
        claims on behalf of employers who have either selected CHS as their MCO
        or been assigned to CHS by the Bureau; and (B) a "CHS Employer" is any
        individual or entity (including a corporation, limited liability
        company, partnership, or business trust) who has selected CHS as its
        MCO.

               (c) Annual Deduction. For each Calendar Year, a deduction in the
        amount of $82,500 shall be made to the aggregate amount of the CMI Sales
        Commissions and the CHS Sales Commissions payable to the Employee. Such
        deduction shall be made prior to any payment of such commissions for
        such Calendar Year.
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               (d) Allocation of Commissions. The Employee acknowledges and
        agrees that the "25%" sales commission amount described in (a) and (b),
        above, represents the total amount of sales commissions which are
        payable with respect to any CMI Employer or CHS Employer, as the case
        may be, and that the 25% sales commission amount may be allocated by the
        Company among all of the salespersons participating in the sales effort
        to the CMI Employer or CHS Employer, as the case may be. The Chief
        Executive Officer of CMI or CHS, as the case may be, shall have the
        authority to allocate the 25% sales commission amount in any manner such
        officer deems appropriate, in his reasonable discretion. In the event of
        any dispute regarding the allocation by the Chief Executive Officer of
        the 25% sales commission amount, such dispute shall be referred to, and
        resolved by, the Compensation Committee of Health Power, whose
        determination shall be binding and conclusive on all parties.

               (e) Miscellaneous. The CMI Sales Commissions and the CHS Sales
        Commissions shall be determined on a Calendar Year basis.

               The payment of the CMI Sales Commissions shall accrue upon the
        execution of the contract with the CMI Employer. Except for the 1998
        First Quarter Commissions, the payment of the CHS Sales Commissions
        shall accrue upon CHS receiving notification from the Bureau that the
        CHS Employer has selected CHS as its MCO. In any event, neither CMI nor
        CHS shall be obligated to pay such commissions unless and until the
        corresponding CMI Fees or CHS Fees, as the case may be, are received by
        CMI or CHS, respectively.

               No commissions shall be payable to the Employee with respect to
        any entity other than CMI or CHS.

               For purposes of the Agreement, a "Calendar Year" shall mean the
        period from January 1 through December 31 of the same year.

        Section 2. Change of Control Exception. Notwithstanding any language in
the Employment Agreement to the contrary, a change of control of Health Power
shall not be deemed to have occurred if Heartland Advisors, Inc. becomes the
beneficial owner of securities of Health Power representing 20% or more of the
combined voting power of Health Power's then outstanding securities.

        Section 3. Definitions. All capitalized terms used in this amendment
which are not otherwise defined herein shall have the respective meanings given
those terms in the Employment Agreement.

        Section 4. Captions. The captions of the various sections of this
amendment are not part of the context of this amendment, but are only labels to
assist in locating those sections, and shall be ignored in construing this
amendment.

        Section 5. Construction. This document is an amendment to the Employment
Agreement. In the event of any inconsistencies between the provisions of the
Employment Agreement and this amendment,
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the provisions of this amendment shall control. Except as modified by this
amendment, the Employment Agreement shall continue in full force and effect
without change.

COMPMANAGEMENT, INC.

By /s/ Bernard F. Master                        /s/ Robert J. Bossart
   --------------------------------             --------------------------------
   Bernard F. Master, D.O.,                     ROBERT J. BOSSART
     Chairman

COMPMANAGEMENT HEALTH
   SYSTEMS, INC.

By /s/ Bernard F. Master
   --------------------------------
   Bernard F. Master, D.O.,
     Chairman