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                                                                   EXHIBIT 10(a)


                                AGREEMENT BETWEEN
                      OHIO BUREAU OF WORKERS' COMPENSATION
                     AND COMPMANAGEMENT HEALTH SYSTEMS, INC.


         This is an Agreement by and between CompManagement Health Systems, Inc.
(the "MCO"), having offices at 6377 Emerald Parkway, Dublin, Ohio 43017, and the
State of Ohio, Bureau of Workers' Compensation (the "Bureau" or "BWC"), having
offices at 30 W. Spring Street, Columbus, Ohio 43215-2256, entered into the day,
month and year set out below.

         Whereas, the Bureau is required to administer the Health Partnership
Program ("HPP") under the provisions of Revised Code Section 4121.44 and the
Rules promulgated under the authority of Revised Code Section 4121.441; and,

         Whereas, the Bureau desires to obtain the services of one or more
managed care organizations to provide medical management and cost containment
services to Ohio employers and injured workers in accordance with the HPP; and,

         Whereas, the MCO desires to provide medical management and cost
containment services in support of the Bureau's administration of the HPP:

         Now, therefore, the parties hereto in consideration of the services to
be performed and the compensation to be paid mutually agree to the following:

1.       SCOPE OF SERVICES. The MCO shall provide for and perform the following
         services and activities:

         A.       MEDICAL MANAGEMENT.

         The MCO shall provide medical management services for all workers'
         compensation cases that result from injuries and occupational diseases
         to employees arising out of the course and scope of employment as
         provided by law, including Medical Case Management services as defined
         under Appendix G of this Agreement). The MCO recognizes that (1) all
         services provided are linked to the successful return to work or
         resolution for injured workers, (2) close interaction between the MCO
         and the employer is critical to the program's success, (3) close
         attention to treatment protocols and Treatment Plans is required, (4)
         provider networks must emphasize the appropriate provider composition
         to treat occupational injuries and illness, and (5) continually meeting
         data requirements is essential for effecting and measuring return to
         work.

         B.       HEALTH CARE PROVIDER NETWORK.

         (1) The MCO shall provide for and maintain a health care provider
         network (the "Network"). The MCO shall not discriminate against any
         category of health care provider when establishing categories of
         providers for participation in its Network. However, the MCO is not
         required to accept or retain any individual provider in its Network.
         The MCO shall submit to the Bureau for prior approval any changes in
         the Network that would materially change Network provider composition.

         (2) In addition to primary care physicians specifically selected and
         recruited to treat workers' compensation patients under the HPP, the
         Network shall continually provide access to specialty
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         providers recruited to treat workers' compensation patients under the
         HPP, including but not limited to:

           Orthopedic Surgeons                   Psychologists
           Physical Therapists                   Plastic Surgeons
           Occupational Therapists               Neurosurgeons
           Chiropractors                         Podiatrists
           Occupational Medicine Physicians      Dentists
           General Surgeons                      Ophthalmologists
           Radiologists                          Prosthetists and Orthotists
           Anesthesiologists                     Pulmonary Disease Specialists
           Neurologists                          Infectious Disease Specialists
           Physiatrists (Physical Medicine       Dermatologists
              Physicians)
           Hand Surgeons
           Psychiatrists

        (3) Maintaining appropriate Network provider composition is the sole
        responsibility of the MCO and not the responsibility of any leased
        provider network.

        (4) The MCO's Network shall consist of providers sufficient in number
        and type to meet the needs of employers and employees in each county in
        which the MCO is certified. All Network providers shall be Bureau
        certified. The MCO shall credential all Network providers in terms of
        qualifications to provide treatment for workers' compensation patients
        and to meet HPP return to work objectives. All Network providers shall
        be credentialed by the MCO as of the Effective Date of this Agreement.
        The Bureau retains the discretion to require that Network providers be
        re-credentialed by the MCO during the term of this Agreement.

        (5) The MCO shall provide access to the following health care
        facilities, supplies and services as part of its Network:

           Acute Care Hospitals
           Urgent Care Centers
           Laboratories
           Diagnostic Radiology Centers
           Medical Equipment Suppliers
           Home Health Agencies
           Acute Rehabilitation Centers
           Sub-Acute Facilities (including Sub-Acute Rehabilitation and Skilled
              Medical Facilities)
           Rehabilitation Hospitals
           Long Term Care Facilities
           Traumatic Brain Injury Facilities

         C.       ADHERENCE TO PRESCRIBED TREATMENT GUIDELINES.

         (1) The MCO services shall include implementation of treatment
         guidelines, return to work guidelines and utilization review to
         evaluate the necessity and/or effectiveness of medical care. The
         treatment and return to work guidelines utilized by the MCO shall be
         nationally recognized guidelines and shall include one or more of the
         guidelines specified in Sections 1C(1)(a), (b), or (c) of this
         Agreement.

                  (a) The Bureau shall distribute the following treatment
                  guidelines, as applicable, to Bureau certified providers
                  designated by the Bureau. The MCO may use any of these
                  guidelines to comply with Section 1C(1) of this Agreement:
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                           Milliman and Robertson, Healthcare Management
                           Guidelines, Volume 7.

                           InterQual Clinical Decision Support Criteria:
                           Indications for Workers' Compensation Clinical
                           Management.

                           Scott Haldeman, D.C., M.D., Ph.D., David
                           Chapman-Smith, LLB, Donald M. Petersen, Jr., B.S.,
                           eds., Guidelines for Chiropractic Quality Assurance
                           and Practice Parameters, Proceedings of the Mercy
                           Center Consensus Conference, 1993.

                  (b) If the MCO does not wish to use the guidelines listed in
                  Section 1C(1)(a) of this Agreement, the MCO may use any of the
                  following treatment guidelines to comply with Section 1C(1) of
                  this Agreement. The MCO shall distribute any treatment
                  guidelines it opts to use under this Section to all Bureau
                  certified Network providers designated by the Bureau to
                  receive treatment guidelines under Section 1C(1)(a) of this
                  Agreement:

                           The American Accreditation Healthcare Commission,
                           URAC National Workers' Compensation Utilization
                           Management Standards.

                           Jeffrey S. Harris, M.D., M.P.H., M.B.A., Chair,
                           American College of Occupational and Environmental
                           Medicine, ed., Occupational Medicine Practice
                           Guidelines.

                           Institute for Health Care Quality, Quality First Risk
                           Management System Practice Guidelines.

                           Presley Reed, M.D., The Medical Disability Advisor -
                           Workplace Guidelines for Disability Duration, Second
                           Edition.

                           U.S. Department of Health and Human Services, Public
                           Health Service, Agency for Health Care Policy and
                           Research, Acute Low Back Problems in Adults -
                           Assessment and Treatment.

                  (c) If the MCO does not wish to use the guidelines listed in
                  Section 1C(1)(a) or (b) of this Agreement, the MCO may use any
                  alternative guidelines that are approved in advance by the
                  Bureau as being at least equal in effectiveness to the
                  guidelines listed in Section 1C(1)(a) or (b) of this Agreement
                  to comply with Section 1C(1) of this Agreement. The MCO shall
                  distribute any treatment guidelines it opts to use under this
                  Section to all of its Bureau certified Network providers
                  designated by the Bureau to receive treatment guidelines under
                  Section 1C(1)(a) of this Agreement:

         (3) All MCO Medical Case Management staff members shall complete annual
         training on the MCO's treatment guidelines, return to work guidelines,
         utilization review and protocols.

         D.       SUBMISSION OF PLANS OF CARE.

         (1) The MCO shall submit coordinated Plans of Care on all lost-time
         injured workers and injured workers with designated medical-only
         diagnosis codes as designated in the MCO Policy Reference Guide
         (Appendix A) to the Bureau as follows: (a) if hard copy, must be
         submitted within five (5) Business Days of the Bureau's allowance
         decision; (b) if electronic 278 Plan of
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         Care or equivalent (when reinstated by the Bureau pursuant to Section
         1J(3) of this Agreement), must be available for pickup by the EDI
         system provider designated by the Bureau no later than 2:00 P.M.
         Eastern Time the fifth Business Day after the Bureau's allowance
         decision; and (c) in all cases, must be re-submitted or updated when
         significant changes in the Treatment Plan occur as defined in the MCO
         Policy Reference Guide, but no less often than every sixty (60) days
         for so long as treatment is ongoing unless otherwise specified in
         writing by an appropriate Bureau representative.

         (2) A submitted Plan of Care shall include the diagnosis (including
         designation of the primary diagnosis), prognosis, expected outcomes
         (including anticipated return to work date) and provider Treatment Plan
         (including prescribed medications, duration and frequency of
         treatment).

         (3) Not later than March 1, 1999, the MCO's process of reviewing
         medical bills shall be integrated with the associated Plan of Care.
         Plan of Care compliance by the MCO and integration with bill review are
         subject to periodic audit by the Bureau.

         E.       TREATMENT REIMBURSEMENT AUTHORIZATIONS/DENIALS.

         (1) Treatment reimbursement authorizations and denials by the MCO shall
         be evaluated using the following three-part test (all parts must be met
         to authorize treatment reimbursement):

                           o The requested services are reasonably related to
                             the injury;
                           o The requested services are reasonably necessary for
                             treatment of the injury;
                           o The costs of the services are medically reasonable.

         (2) Treatment reimbursement decisions shall be communicated in writing,
         with an appropriate explanation, within three (3) Business Days from
         the MCO's treatment reimbursement request Receipt Date as follows: all
         treatment reimbursement decisions shall be sent to the Bureau and the
         provider; treatment reimbursement denials shall also be provided to the
         injured worker and his or her representative, if any; treatment
         reimbursement approvals shall also be provided to the employer and its
         representative, if any, upon request and as set forth in the MCO Policy
         Reference Guide (Appendix A).

         (3) The MCO shall respond to a provider's proposed Treatment Plan
         (submitted on a C-9 or other appropriate form) within three (3)
         Business Days from the MCO's Treatment Plan Receipt Date, either
         authorizing, denying, or pending reimbursement approval for the
         proposed Treatment Plan due to insufficient information, in accordance
         with the provisions of the MCO Policy Reference Guide (Appendix A). A
         Clinician (as defined in Appendix G of this Agreement) shall make all
         treatment reimbursement denials on behalf of the MCO.

         (4) The MCO shall phase in the appropriate certification requirements
         for its Medical Case Management staff (including vendors and
         subcontractors) as follows: twenty-five percent (25%) of all MCO staff
         performing Medical Case Management (as defined in Appendix G of this
         Agreement) shall be certified as medical case managers as defined in
         Rule 4123-6-022(C)(32) of the Ohio Administrative Code by December 31,
         1999; fifty percent (50%) of all MCO staff performing Medical Case
         Management (as defined in Appendix G of this Agreement) shall be
         certified as medical case managers as defined in Rule 4123-6-022(C)(32)
         of the Ohio Administrative Code by September 15, 2000.

         F.       ALTERNATIVE DISPUTE RESOLUTION.

         The MCO shall have an alternative dispute resolution ("ADR") process
         for the resolution of medical disputes that includes one independent
         level of review. If an individual health care
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         provider is involved in the dispute, the independent level of review
         shall consist of a peer review conducted by an individual or
         individuals licensed pursuant to the same section of the Ohio Revised
         Code as the health care provider. The MCO shall conduct its ADR process
         in accordance with the provisions of Rule 4123-6-16 of the Ohio
         Administrative Code and the MCO Policy Reference Guide.

         G.       HEALTH CARE QUALITY ASSURANCE / PROVIDER QUALITY IMPROVEMENT.

         The MCO shall have a medical management quality assurance program that
         includes the use of an updated quality assurance policies and
         procedures manual that is in compliance with American Accreditation
         Health Care Commission/URAC standards. The MCO shall continually assess
         the quality of treatment reimbursement decisions and billing procedures
         in connection with approved treatment reimbursement.

         H.       PROVIDER PAYMENTS.

         (1) The MCO shall submit medical provider bills electronically to the
         Bureau within seven (7) Business Days from the MCO's provider bill
         Receipt Date. The Bureau shall review all bills for allowed conditions
         and allowed claims and shall pay the MCO for allowed payments after
         receipt of a proper invoice and after a final adjudication permitting
         payment for the claim. The Bureau shall make Electronic Fund Transfer
         ("EFT") to the MCO within seven (7) Business Days after receipt of a
         proper invoice and after a final adjudication permitting payment for
         the claim. The MCO shall pay the provider within seven (7) Business
         Days from receipt of the EFT. The MCO shall pay interest to the Bureau
         at the rate established by the Office of Budget and Management, if the
         provider is not paid within thirty (30) days of receipt of the EFT from
         the Bureau.

         (2) The MCO shall retrieve electronic bills from the Bureau's World
         Wide Web site (www.ohiobwc.com) no later than 5:00 P.M. the next
         Business Day after the bills are placed in the MCO's directory by the
         Bureau.

         (3) The MCO shall pay provider bills in accordance with Rules
         4123-6-10, 4123-6-11, and 4123-6-12 of the Ohio Administrative Code.
         However, if the MCO utilizes a leased provider network to fulfill the
         requirements of Section 1B. of this Agreement, the MCO shall not apply
         the discounted payment rates of the leased network to its payments to
         any provider within that network without first obtaining the signed
         written consent of the provider.

         (4) Not later than March 1, 1999, the MCO shall have and use a system
         that tracks the status of provider bills at any stage of the bill
         adjudication process. Such a system must allow the MCO to respond to
         inquiries by authorized parties and to the Bureau as to the disposition
         of a bill and the expected payment date of a bill. The Bureau may
         require the MCO to issue reports to the Bureau and/or medical providers
         on the status of payments to providers.

         (5) The MCO shall educate providers, both in-state and out-of-state, on
         correct billing procedures and the MCO's prior authorization methods.

         (6) Following termination of this Agreement the Bureau shall reimburse
         the MCO for providers' services only if invoices are submitted within
         sixty (60) days of the termination date and only if such payment is not
         subject to deduction.

         I.       EMPLOYER EDUCATION / INJURED WORKER ASSISTANCE.

         (1) The MCO shall have an employer education program where the MCO (or
         its vendor or subcontractor) shall visit each employer with an
         experience modification of one hundred twenty-
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         five percent (125%) or greater that is serviced by the MCO for the
         purposes of educating the employer on effective return to work programs
         and learning more about the employer's work site and operations. Such
         visits are subject to audit by the Bureau and Bureau staff may
         accompany the MCO representatives to on-site visits at the Bureau's
         discretion.

         (2) The MCO shall provide MCO identification ("I.D.") cards to all
         employers within thirty (30) days of employer assignment to the MCO.
         The Bureau may reassign an employer from the MCO if the Bureau
         determines that the reassignment is in the best interest of both the
         employer and the MCO.

         (3) The MCO shall provide Network provider directories to employers
         upon request. The MCO shall assist the injured worker in locating a
         Bureau certified provider, whether in-state or out-of-state, if the
         injured worker or employer requests assistance.

         J.       ELECTRONIC DATA INTERCHANGE ("EDI") REQUIREMENTS.

         (1) The MCO shall comply with all requirements for submission and
         receipt of EDI transactions as set forth in the EDI Implementation
         Documentation (Appendix B) and within this Agreement. The EDI
         Implementation Documentation may be modified by the Bureau from time to
         time to comply with Bureau policies, the Health Insurance Portability &
         Accountability Act of 1996 ("HIPAA") and the Accredited Standards
         Committee ("ASC") X12 versions. The MCO shall have in force a contract
         with an EDI system provider designated by the Bureau. The MCO will be
         given a minimum of six (6) weeks for implementation of any EDI
         modification unless both parties mutually agree to a shorter time
         frame.

         (2) EDI pick-up and delivery is the responsibility of the MCO. The MCO
         shall pick-up EDI transactions according to its EDI system provider
         contract and the EDI Implementation Documentation from a location
         determined by the Bureau. The MCO will deliver all EDI transactions
         according to its EDI system provider contract and the EDI
         Implementation Documentation to a location approved by the Bureau.

         (3) The MCO shall meet and implement whenever applicable all
         requirements for submission to the Bureau of the following EDI
         transaction types as defined by the EDI Implementation Documentation:

         o        148 Report of Injury, Illness or Accident (including all
                  planned changes as defined in the 148 Summary of Planned
                  Changes for 1999 section of the EDI Implementation
                  Documentation)
                           - First Report Of Injury ("FROI") -- must be
                             available for pickup by the EDI system provider
                             designated by the Bureau no later than 2:00 P.M.
                             Eastern Time the second FROI Business Day after the
                             MCO's FROI Receipt Date
                           - Subsequent Claim Information
         o        837 Health Care Claim
                           - Medical Bill for an allowed claim -- within seven
                             (7) Business Days of the MCO's Receipt Date for the
                             bill
         o        278 Health Care Services Review Information
                           - Plan of Care or equivalent (when reinstated)
         o        997 Functional Acknowledgment
                            - Within twenty-four (24) hours of transactions
                             received from the Bureau.
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         (4) The MCO shall meet and implement whenever applicable all
         requirements for receipt from the Bureau of the following EDI
         transaction types as defined by the EDI Implementation Documentation:

         o        835 Health Care Claim Payment/Advice
         o        824 Application Advice
                           - Initial Claim Acknowledgment or Denial, Subsequent
                             Claim Denial, Plan of Care or Equivalent Denial,
                             Medical Bill Denial, and Positive Bill Receipt
                             Acknowledgment if and when implemented.
         o        997 Functional Acknowledgment
         o        816 Organizational Relationships
                           - Employer Information
                           - Employer & Injured Worker Representative(s)
                             Demographic Data once implemented
         o        148 Report of Injury, Illness or Accident (including all
                  planned changes as defined in the 148 Summary of Planned
                  Changes for 1999 section of the EDI Implementation
                  Documentation)
                           - Subsequent Claim Information
         o        Electronic provider information or equivalent once implemented

         (5) The MCO shall meet and implement whenever applicable all
         requirements for receipt of the following EDI transaction types from
         medical providers as defined by the EDI Implementation Documentation:

         o        837 Health Care Claim by February 1,1999.
         o        148 Report of Injury, Illness or Accident (Inbound FROI) once
         o        implemented Electronic Treatment Plan or equivalent once
                  implemented

         (6) The MCO shall meet and implement whenever applicable all
         requirements for submission of the following EDI transaction types to
         medical providers as defined by the EDI Implementation Documentation:

         o        Advice and Response to the Provider 837 by February 1, 1999
         o        835 Health Care Claim Payment/Advice once implemented
         o        Electronic fund transfers once implemented

         (7) The Bureau's required data element criteria is defined for each
         transaction set, where applicable, in the transaction set overview in
         the EDI Implementation Documentation. The required data element
         criteria is listed alphabetically for each data element for each
         transaction set, where applicable, in the Business Rules Matrix in the
         EDI Implementation Documentation.

         K.       INFORMATION SYSTEMS CAPABILITY.

         (1) The MCO shall have a Year 2000 Compliant integrated information
         system that supports each business function throughout the lifecycle of
         a claim. The MCO warrants that all products or services provided under
         this Agreement shall be Year 2000 Compliant, as defined in Appendix G
         of this Agreement. The provisions of this paragraph shall survive any
         termination or expiration of this Agreement.

         (2) The MCO shall periodically demonstrate to the satisfaction of the
         Bureau that its information system is capable of supporting its managed
         care process through the effective integration of its technical
         information processing components.
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         (3) The MCO shall have the capacity to access claim information via the
         Bureau's External Data Access (EDA) program and to bear its own
         equipment and Network Service Provider (NSP) costs where applicable.

         (4) The MCO shall demonstrate its ability to capture data required for
         the Return to Work Degree of Disability Management (DoDM) measurement
         set forth in Appendix E of this Agreement.

         (5) In addition to electronic bills, the MCO shall have Internet access
         and shall retrieve files available for download from the Bureau World
         Wide Web site (www.ohiobwc.com) no later than 5:00 P.M. the next
         Business Day after the files are placed in the MCO's directory by the
         Bureau. These files include but are not limited to Provider List
         Update, Customer Service Team (CST) update, Open Enrollment Claim
         Update File, the Foresight Corporation's EDISIM product along with the
         Ambassador Kit and, when available, the Employer and Injured Worker
         Representative(s) demographic data.

         (6) The MCO shall have the capability to communicate with the Bureau
         via Internet e-mail, including the capability to access e-mail
         attachments. The MCO shall also have the capability to create and
         interpret text-based documents.

         (7) The MCO shall have at least one personal computer that is capable
         of executing downloaded computer programs, including but not limited
         to, Foresight EDISIM and Ambassador Kit products from the Bureau World
         Wide Web site (www.ohiobwc.com).

         L.       MCO REVIEWS AND AUDITS.

         (1) The Bureau may conduct random, unannounced reviews or audits of the
         MCO. The scope of such reviews or audits shall include, but is not
         limited to, substantial performance with the terms and conditions of
         this Agreement, consistent and appropriate use of treatment guidelines
         and return to work guidelines, compliance with any and all technical
         requirements and time deadlines, financial and accounting information
         and return to work results.

         (2) On or before June 30, 1999, the Bureau shall require an independent
         auditor's report on the policies and procedures placed in operation at
         the MCO and tests of operating effectiveness, specifically the
         Statement on Auditing Standards No. 70, Level 2 Report ("SAS 70"). This
         report shall cover at a minimum a ten (10) month period occurring
         between July 1, 1998 and June 30, 1999. The SAS 70 report shall be
         prepared using the control objectives provided by the Bureau and in the
         format specified by the Bureau. During the term of this Agreement the
         MCO shall submit such reports on or before June 30 of each year
         covering at a minimum a ten (10) month period occurring between July 1
         of the preceding year and the filing deadline. The MCO shall implement
         all SAS 70 audit recommendations resulting from deficiencies identified
         in the report.

         (3) On or before June 30, 1999, the Bureau shall require independently
         audited financial statements from the MCO. The audit report shall be
         prepared using Generally Accepted Accounting Principles ("GAAP"), and
         shall cover a twelve (12) month period ending between July 1, 1998 and
         June 30, 1999. During the term of this Agreement, the MCO shall submit
         such reports on or before June 30 of each year covering the MCO's most
         recent fiscal year.

         (4) The MCO shall retain copies of canceled checks, original provider
         bills and other documentation for provider payments as provided in the
         MCO Policy Reference Guide (Appendix A) and shall make copies available
         to the Bureau upon request for audit. If supporting documentation is
         not received, administrative payment to the MCO will be withheld until
         the
<PAGE>   9
         requested information is provided. Each review or audit will be based
         on the information received as of the due date. Documentation not
         received by due date will not be included.

         (5) The MCO shall permit any authorized representative of the Bureau to
         inspect, copy and audit such records, books, vouchers, invoices, and
         medical bill payment information as is reasonably required to
         substantiate the fees billed to or paid by the Bureau, upon prior
         written notice, during Normal Business Hours, Monday through Friday
         9:00 A.M through 5:00 P.M. Eastern Time.

         M.       MCO CUSTOMER SERVICE COMMUNICATIONS.

         (1) The MCO shall assign cases to appropriate staff no later than 5:00
         P.M. Eastern Time the next Business Day after the MCO's FROI Receipt
         Date. The MCO shall respond to all communications (e-mail, fax, phone,
         mail) within a reasonable period of time.

         (2) The MCO shall have one toll-free telephone number through which all
         types of issues can be addressed as well as a toll-free fax telephone
         number. Customer service telephone lines shall be staffed during Normal
         Business Hours, Monday through Friday 9:00 A.M through 5:00 P.M.
         Eastern Time.

         (3) The MCO (or any vendor or subcontractor) shall use only fax
         machines with date/time indicators (showing either A.M./P.M. or
         military time), and shall leave the date/time indicators on at all
         times.

2.       OBLIGATIONS OF MCO

         A.       GENERAL.

         The MCO agrees to perform the services required by this Agreement in
         accordance with all rules, regulations, guidelines, standards and
         procedures of the Bureau and according to commercially reasonable
         business practices. The MCO's Application to be certified for the HPP
         is hereby incorporated into this Agreement by reference. The MCO hereby
         acknowledges that it has provided the Bureau with a list of Bureau
         certified providers who are enrolled in its provider Network. The MCO
         agrees to review the treatment rendered by all providers and assist its
         providers in any manner or means necessary to return the injured worker
         to work.

         B.       RULES.

         The MCO agrees to abide by all rules established for the HPP as set
         forth in Rule 4123-6-01, et seq. of the Ohio Administrative Code (the
         "HPP Rules"). The MCO hereby acknowledges that as part of the
         application process to become certified as a Bureau managed care
         organization under the HPP, it has provided the Bureau with the
         internal guidelines, standards and procedures established for the
         medical management of workers' compensation cases and that such
         procedures are in accordance with all applicable Federal and Ohio laws.

         C.       CURRENT POLICIES.

         The MCO agrees to abide by all Bureau policies and MCO reporting
         requirements that are set forth in the MCO Policy Reference Guide
         (Appendix A). The MCO is responsible for communication with the Bureau
         Customer Service Teams and for the medical management of employers'
         cases for employers who have selected them and for employers who have
         been assigned to them.
<PAGE>   10
         D.       FRAUD.

         (1) The MCO agrees to identify and report any suspected fraudulent or
         deceptive behavior committed by injured workers, employers, providers
         or any other person or entity (as defined in Ohio Revised Code Sections
         2913.01(A) and (B), Ohio Revised Code Section 2913.48 and the criteria
         and requirements that are hereby incorporated by reference and attached
         hereto as "Appendix C: Fraud/Special Investigations-MCO Fraud Reporting
         and Referral Requirements," as may be modified during the term of this
         Agreement) to the Bureau's Fraud/Special Investigations Department. The
         MCO agrees to report these incidents and shall supply supporting
         preliminary documentation to the Bureau's Fraud/Special Investigations
         Department within ten (10) Business Days of discovery. The MCO and it
         agents, subcontractors and assignees agree to provide the Bureau's
         Fraud/Special Investigations Department with immediate and reasonable
         investigative access to any and all records, data, electronic storage
         media, personnel, and information relating to any subjects of an
         investigation.

         (2) The Bureau agrees to provide the MCO with fraud reporting criteria,
         requirements and processes as defined in Appendix C. The Bureau and MCO
         agree to jointly develop and provide supportive training to the MCO and
         to the Bureau's Fraud/Special Investigations Department personnel in
         the identification and detection of fraud or deceptive behavior or
         patterns. The Bureau and the MCO agree to jointly develop and refine
         detection, reporting and recovery processes as needed.

         E.       EMPLOYER AND CASE ASSIGNMENT.

         The parties agree that the cases subject to this Agreement shall be all
         cases of employers who select the MCO and all cases of employers
         assigned to the MCO by the Bureau. In addition to managing the cases of
         employers who select the MCO, the MCO agrees that the Bureau may assign
         other employers to the MCO and the MCO shall service those employers in
         accordance with the provisions of this Agreement. The MCO agrees that
         the Bureau may revoke any assignment made in error.

         F.       CAPACITY.

         (1) The MCO may limit assignment and employer selection by providing
         the Bureau with written notice that it is at capacity and that it will
         accept no further employer selections or assignments as of the date
         identified in the notice. The request should fully disclose and detail
         any and all reasons for the capacity limitation request and it should
         identify the counties where capacity will be limited.

         (2) In addition, the Bureau may declare the MCO ineligible to solicit
         or accept selection of the MCO by an employer or assignment of an
         employer to the MCO by the Bureau by placing the MCO at capacity. The
         Bureau may place the MCO at capacity for the following reasons: (a) The
         MCO is undergoing the decertification process pursuant to Rule
         4123-6-17 of the Ohio Revised Code; (b) The MCO has notified the
         Bureau, pursuant to Section 3(C) of this Agreement, that it proposes to
         merge into or be acquired by another MCO; (c) the MCO has notified the
         Bureau, pursuant to Section 5(B) of this Agreement, that it intends to
         terminate this Agreement without cause; (d) the MCO's Capacity Bill
         Timing (as defined in Appendix G of this Agreement) is greater than
         fourteen (14.00) calendar days.
<PAGE>   11
3.       ADMINISTRATIVE REQUIREMENTS

         A.       MCO BANK ACCOUNTS.

         The MCO's check stock shall bear the name, address, and telephone
         number of the MCO for identification purposes. The MCO provider account
         and the MCO administrative account shall be separate accounts with
         account numbers provided to and kept current with the Bureau. The MCO
         provider account shall be a dedicated account for the funds provided to
         the MCO by the Bureau to pay providers and shall only be used to pay
         providers. The MCO provider account shall not be an interest-bearing
         account and shall not be a "sweep account" (an account where funds over
         a certain amount are temporarily placed in an interest-bearing account
         until called on for payment).

         B.       MCO ORGANIZATIONAL STRUCTURE.

         The MCO shall provide to the Bureau a detailed description of the MCO's
         current organizational structure, including all subsidiary, parent and
         affiliate relationships. The MCO shall identify its principals, provide
         the date of incorporation or formation of partnership or limited
         liability company, and provide any fictitious names the managed care
         organization is, or has been, doing business under. The MCO shall
         provide the Bureau with the number of years it has operated as a
         managed care organization in the State of Ohio and the number of
         employees in each job description, identify other states in which the
         MCO has or is currently conducting business in the last five (5) years,
         and identify any banking relationships including all account
         information with any financial institutions doing business in Ohio.
         Information relating to the immediately preceding five years and
         current data shall be provided to the Bureau as of the effective date
         of this Agreement.

         C.       CHANGE IN MCO ORGANIZATION OR OPERATION.

         Any Changes to the MCO organizational structure or business operations
         must be approved in advance by the Bureau in writing. The MCO shall
         submit any proposed Change to the Bureau at least ninety (90) days in
         advance of the proposed effective date of the Change, unless the Bureau
         approves in advance a shorter period. The MCO shall comply with the
         Bureau's Merger and Acquisition Policy, which is attached hereto as
         Appendix D. For purposes of this Agreement "Change" means a
         reorganization, consolidation, merger or other combination with an
         unaffiliated party, the acquisition of substantially all the assets of
         the MCO by an unaffiliated party, any action causing the dissolution,
         insolvency or voluntary bankruptcy of the MCO, a change in the right to
         appoint, reelect or approve more than fifty percent (50%) of the
         directors or members of the controlling body of the MCO, or the MCO's
         becoming subject to a management agreement that covers all or
         substantially all the business operations of the MCO or any
         subcontractor or change in subcontractors, or any material change in
         the business operations of the MCO, including but not limited to
         changes in information technology or systems. Any unapproved Change to
         the MCO organizational structure or business operations shall permit
         the Bureau at its discretion to terminate this Agreement in accordance
         with the provisions of Section 5B of this Agreement.

         D.       MCO RECORD KEEPING AND DOCUMENTATION REQUIREMENTS.

         (1) The MCO shall ensure confidentiality of hard copy and electronic
         files. MCOs shall retain records received from providers and
         subcontractors that are utilized by the MCO to develop electronic
         billings to the Bureau. The MCO shall retain any records obtained from
         the
<PAGE>   12
         providers and subcontractors that are utilized by the MCO to perform
         its medical management functions or to substantiate the delivery,
         value, necessity and appropriateness of goods and services to injured
         workers. MCOs shall retain records for the period of time and in the
         format provided in the MCO Policy Reference Guide (Appendix A). The
         MCO, upon request of the Bureau, shall provide all requested records to
         another MCO in conjunction with the reassignment of any employer.

         (2) Any medical and claim information that is part of the Bureau's
         claim file, including hard copies and electronic copies gathered by the
         MCO in the course of providing services under the HPP, is the property
         of the Bureau and such files shall be returned to the Bureau
         immediately upon termination of this Agreement. All documents received
         by the MCO shall be date stamped by the MCO on the document's Receipt
         Date as defined in Appendix G of this Agreement. Any equipment
         materials or supplies provided to the MCO by the Bureau shall be
         returned to the Bureau upon request.

4.       AMOUNT AND METHOD OF PAYMENT.

         A.       MCO PAYMENT METHODOLOGY.

         (1) The parties agree to the payment calculations and the payment
         schedules described in Appendix E of this Agreement. Reimbursement to
         the MCO for the period from January 1, 1999 to March 31, 1999 shall be
         as set forth in Appendix E of this Agreement.

         (2) Starting April 1, 1999, reimbursement to the MCO shall be based on
         a flat monthly administrative fee payment of one-twelfth (1/12) of four
         percent (4%) of annual workers' compensation premium for employers
         assigned to the MCO, to be paid in monthly installments as set forth in
         Appendix E of this Agreement. The administrative fee shall be
         calculated using the premium base set forth in Section 4B below and
         shall be subject to the setoffs set forth in Section 4C below.

         (3) Starting April 1, 1999, the MCO shall be eligible to earn an
         additional quarterly incentive fee payment of up to one-fourth (1/4) of
         three percent (3%) of annual workers' compensation premium for
         employers assigned to the MCO, based on its performance on the Return
         to Work Degree of Disability Management ("DoDM") measurement used under
         this Agreement, to be paid in quarterly installments as set forth in
         Appendix E of this Agreement. The incentive fee shall be calculated
         using the premium base set forth in Section 4B below. A description of
         the DoDM measurement approach is contained in Appendix E: MCO Payment
         Methodology.

         (4) In addition to the administrative and incentive fee payments set
         forth above, the MCO shall have the opportunity to recoup expenditures
         associated with upgrading its systems capabilities and transmission of
         data to the Bureau as required under this Agreement. Reimbursement to
         the MCO for these transmission and developmental acquisition costs
         shall be calculated as set forth in Appendix E of this Agreement.

         B.       MCO PAYMENT PREMIUM BASE.

         (1) From April 1, 1999 to December 31, 1999, the premium base used to
         calculate the administrative and incentive fees due to the MCO under
         this Agreement shall consist of (1) for private employers assigned to
         the MCO, the premium associated with the employers' July 1, 1997 - June
         30, 1998 rating year (as of December 31, 1998) and (2) for public
         employers assigned to the MCO, the premium associated with the
         employers' January 1, 1997 - December 31, 1997 rating year (as of
         December 31, 1998).

         (2) The premium base used to calculate the administrative and incentive
         fees due to the MCO under this Agreement from April 1, 1999 to December
         31, 1999 shall be adjusted monthly (starting January 1999) to reflect
         changes in the employer assignment to the MCO, including the
<PAGE>   13
         addition of employers through auto-assignment and the loss of employers
         who are granted self-insured status, as set forth in Appendix E of this
         Agreement.

         (3) The premium base used to calculate the administrative and incentive
         fees due to the MCO under this Agreement during calendar year 2000
         shall consist of the premium base used for calendar year 1999 (as
         adjusted through December 31, 1999, in accordance with Sections 4B(1)
         and 4B(2) of this Agreement) with the following additional adjustments:
         (1) the MCO's December 31, 1999 premium base shall be increased by the
         percentage difference in the Consumer Price Index - Urban (CPIU), All
         Urban, Base Years 82-84, from July 1998 to July 1999; and (2) the
         appropriate premium for those employers who were zero premium employers
         during the 1999 premium year shall be added to the MCO's December 31,
         1999 premium base.

         (4) The premium base used to calculate the administrative and incentive
         fees due to the MCO under this Agreement during calendar year 2000
         shall be adjusted monthly to reflect changes in the employer assignment
         to the MCO, including the addition of employers through auto-assignment
         and the loss of employers who are granted self-insured status, as set
         forth in Appendix E of this Agreement.

         (5) The premium base used to calculate the administrative, performance
         and incentive fees due to the MCO under this Agreement for the period
         from January 1, 1999 to March 31, 1999 shall be as set forth in
         Appendix E of this Agreement.

         C.       SETOFFS.

         (1) The monthly administrative fee payment to the MCO shall be subject
         to the following setoffs or deductions:

                  (a) FROI Timing - Defined as the average number of calendar
                  days between Date of Injury (DOI) and Bureau Filing Date for
                  all claims (with a DOI of March 1, 1997 or later) filed during
                  each reporting period (set forth in Appendix E of this
                  Agreement), excluding the five percent (5%) of claims with the
                  longest lag time between DOI and Bureau Filing Date. Starting
                  April 1, 1999, the Bureau shall deduct a percentage of the
                  MCO's monthly administrative fee payment as set forth in
                  Section 4C(2) of this Agreement if the MCO's FROI Timing for
                  the applicable reporting period (set forth in Appendix E of
                  this Agreement) was greater than twenty-one (21.00) calendar
                  days.

                  (b) Bill Timing: MCO Receipt - Bureau Receipt - Defined as the
                  average lag time in calendar days from the MCO's Receipt Date
                  for a provider medical bill or the most recent date the claim
                  in which the bill was incurred was placed in an Allowed
                  status, whichever is later ("MCO Receipt") to the date the
                  MCO's outgoing provider bill 837 transmission is accepted by
                  the EDI system provider designated by the Bureau ("Bureau
                  Receipt"), calculated on the basis of all bills with a paid
                  amount greater than $0.00 received by the Bureau from the MCO
                  during each reporting period (set forth in Appendix E of this
                  Agreement). Starting April 1, 1999, the Bureau shall deduct a
                  percentage of the MCO's monthly administrative fee payment as
                  set forth in Section 4C(2) of this Agreement if the MCO's Bill
                  Timing: MCO Receipt - Bureau Receipt for the applicable
                  reporting period (set forth in Appendix E of this Agreement)
                  was greater than twenty-one (21.00) calendar days.

                  (c) Data Accuracy -- Starting January 1, 2000, the Bureau
                  shall deduct twelve and one-half percent (12.5%) of the MCO's
                  monthly administrative fee payment if the MCO's MCO-to-Bureau
                  148 and 837 EDI transaction data accuracy percentages for the
                  period being measured (as further set forth in Appendix E of
                  this Agreement) fall below the criteria set forth in Appendix
                  E of this Agreement.
<PAGE>   14
                  (d) Misfiling of Death Claims - Starting January 1, 1999, if
                  the MCO submits a claim as a medical-only or lost-time claim
                  where the claim should have been submitted as a death claim
                  because the injured worker is deceased, the Bureau shall
                  deduct the lesser of two thousand dollars ($2,000.00) or one
                  percent (1%) of the MCO's monthly administrative fee payment
                  per instance.

         (2) For the period from April 1, 1999 to December 31, 1999, the FROI
         Timing and Bill Timing: MCO Receipt - Bureau Receipt setoffs shall each
         be equal to twelve and one-half percent (12.5%) of the MCO's monthly
         administrative fee payment in any given month. For the period from
         January 1, 2000 to December 31, 2000, the FROI Timing and Bill Timing:
         MCO Receipt Bureau Receipt setoffs shall each be equal to six and
         one-quarter percent (6.25%) of the MCO's monthly administrative fee
         payment in any given month.

         B.       EXPENSES.

         Except as otherwise provided in Section 4A(4) and Appendix E of this
         Agreement, the payment of expenses associated with this Agreement is
         the sole responsibility of the MCO. The Bureau shall not be required to
         pay for or reimburse the MCO for any expenses incurred or paid by the
         MCO in connection with the performance of services, including
         publication, travel and staffing requirements, pursuant to this
         Agreement.

5.       TERM AND TERMINATION.

         A.       TERM.

         This Agreement shall become effective January 1, 1999 (the "Effective
         Date") and shall continue in force for a period of two years unless
         earlier terminated in accordance with this Agreement. All terms and
         conditions set forth in this Agreement shall go into effect on the
         Effective Date unless otherwise stated.

         B.       TERMINATION.

         (1) The MCO may terminate this Agreement without cause upon sixty (60)
         days written notice to the Bureau. The Bureau may terminate this
         Agreement for cause at any time upon (a) the insolvency of the MCO, (b)
         any act of fraud or misrepresentation by the MCO of the amount or cost
         of services or supplies rendered or provided to an injured worker, (c)
         any act of fraud or misrepresentation by an MCO in reporting or
         submitting data to the Bureau, including but not limited to data used
         by the Bureau to calculate or determine the MCO's administrative,
         performance, or incentive payments, (d) an unapproved Change in the
         organizational structure of the MCO or a material Change in its
         business operations, (e) decertification of the MCO or (f) substantial
         failure to perform on the part of the MCO.

         (2) Prior to terminating this contract for 5B(1)(f) substantial failure
         to perform, the Bureau shall send written notice to the MCO containing
         a statement of the reasons for the proposed termination of the
         contract; a citation to the statutes, rules, or contract provisions
         forming the basis for the termination of the contract; a statement
         indicating that the MCO shall be provided a hearing, if requested
         within thirty (30) days of the time of the mailing of the notice; and a
         statement informing the MCO that if a hearing is not requested within
         thirty (30) days, the Bureau shall terminate the MCO contract.

         (3) If the MCO does not timely request a hearing, the Bureau may
         terminate this contract for substantial failure to perform. If the MCO
         timely requests a hearing, the Bureau shall immediately set the date,
         time, and place for such hearing, and shall notify the MCO of the
         hearing. The hearing shall be held at the Bureau central office in
         Columbus.
<PAGE>   15
         (4) The Administrator may conduct the hearing personally or may
         delegate the hearing to a designee, who shall be an attorney at law.
         The designee may be from the Bureau law section or an attorney employed
         by the Administrator especially for such purpose. Should the hearing be
         conducted by a designee, the designee shall issue a report and
         recommendation, a copy of which shall be mailed to all parties and
         representatives, and which may be objected to in writing within ten
         (10) days. The Administrator may approve, disapprove, or modify the
         report and recommendation of the designee, but shall not take such
         action until after the expiration of the period for objection to the
         designee's report. The Administrator shall issue a decision in writing
         to the MCO and any representative informing them of the Administrator's
         decision as to the proposed termination. The Administrator's final
         decision as to termination of this Agreement, whether a hearing was
         conducted or not, shall not be appealable.

         (5) In the event of termination for any reason, the Bureau shall
         determine a transition plan for the transfer of services to another
         managed care organization selected by employers or assigned by the
         Bureau. In the event of termination for any reason the Bureau may
         withhold further payment due to the MCO pursuant to this Agreement, or
         otherwise, for the purpose of set-off until such time as any damages
         due to the Bureau are determined.

         C.       DAMAGES.

         The MCO acknowledges that the Bureau may suffer damages due to the
         failure of the MCO to act in accordance with the terms and conditions
         of this Agreement. The MCO agrees that if the Bureau does not give
         prompt notice of such failure the Bureau has NOT WAIVED any of its
         rights or remedies concerning the failure of performance by the MCO. In
         the event that this Agreement is terminated for any reason the MCO
         shall be liable for any damages and additional costs the Bureau incurs
         in seeking replacement services.

         D.       FORCE MAJEURE

         Neither the MCO nor the Bureau shall be liable to the other for any
         delay or failure of performance of any provisions contained herein, to
         the extent that such delay or failure is caused by any act of God, such
         as earthquake; fire; storms; tornadoes; floods, or other severe weather
         disturbances; explosions; civil disturbances; war; and other such
         events or any other cause that could not be reasonably foreseen in the
         exercise of ordinary care, and that is beyond the reasonable control of
         the party affected, and that the party is unable to prevent.

         E.       DECERTIFICATION.

         The Bureau retains the discretion to initiate decertification
         proceedings against the MCO upon termination of this Agreement.

6.       GENERAL AND PROFESSIONAL LIABILITY INSURANCE.

The MCO shall maintain general and professional liability insurance against
claims for bodily injury, personal injury, death or property damage arising from
the services performed by the MCO, its employees, agents, representatives, or
subcontractors, under this Agreement for the duration of this Agreement,
together with any renewals. Such insurance shall afford initial protection of
not less than three million dollars ($3,000,000.00) for each occurrence with
respect to bodily injury, personal injury or death and not less than three
million dollars ($3,000,000.00) for each occurrence with respect to property
damage.
<PAGE>   16
7.       AMENDMENT.

The parties may, by mutual agreement, amend, modify, supplement or rescind the
terms of this Agreement. The term "this Agreement" shall be deemed to include
any such future amendments, modifications, renewals, extensions, and
supplements. Any such amendment, modification, renewal, extension, supplement or
rescission shall not be effective unless expressed in writing and signed by the
parties hereto; provided, however, the MCO agrees to permit the Bureau to update
and substitute, from time to time, its policies, procedures and guidelines that
are referred to in this Agreement.

8.       ENTIRE AGREEMENT.

It is mutually understood and agreed that this Agreement, with its Appendices,
and the MCO's Application, with any amendments, and the "MCO Application &
Requirements Training Manual" are incorporated by reference into this Agreement,
and together, represent the entire Agreement between the MCO and the Bureau. The
parties have entered into no agreements, express or implied, other than the
Agreement set forth in this writing. It is further agreed that no parole
representation of any amendment, modification, supplement or rescission of the
terms set forth herein shall be given any force or effect unless such amendment,
modification, supplement or rescission has been expressed in writing and signed
by the parties and meets any and all conditions precedent deemed applicable by
the Bureau.

9.       ORDER OF PRIORITIES.

To the extent that the terms and provisions of the MCO's Application, with any
amendments, may be inconsistent with this writing, and cannot be harmonized
herewith, the terms and provisions of this Agreement shall control followed in
order of priority by the Application, with any amendments, then the "MCO
Application & Requirements Training Manual."

10.      SEVERABILITY.

If for any reason any provision or part of this Agreement is declared void,
invalid, or unenforceable, the validity of the rest of this Agreement shall not
be affected and the Agreement shall remain in full force and effect with the
void, invalid, or unenforceable provision(s) eliminated.

11.      WAIVER.

No waiver of any provision of this Agreement shall be valid unless it is in
writing and signed by the party against whom the waiver is sought to be
enforced. Failure of a party to insist upon strict performance of any provision
of this Agreement in any one or more instances shall not be construed as a
waiver or relinquishment of the right to insist upon strict compliance with such
provision in the future.

12.      ASSIGNABILITY AND SUBCONTRACTING.

(A) MCOs are permitted to subcontract services and the MCO is accountable for
the actions and performance of any subcontractors engaged by the MCO. The MCO
shall not assign, sell, or subcontract any rights, duties or obligations
acquired pursuant to this Agreement without prior written approval by the Bureau
as provided under Section 3C and/or Appendix D of this Agreement. Such prior
written approval by the Bureau shall not be construed to modify or abrogate the
MCO's responsibility and liability pursuant to this Agreement.

(B) In the event the MCO assigns or subcontracts its duties or obligations under
this Agreement, the MCO shall develop with the Bureau a transition plan for the
transfer of services to a new MCO selected by employers or assigned by the
Bureau as provided under Appendix D of this Agreement. The MCO shall bear any
expenses related to any transitioning or transfer of services by assignment or
otherwise.
<PAGE>   17
13.      NON-DISCRIMINATION.

The hiring of employees for the performance of work under this Agreement shall
be done in accordance with Ohio Revised Code Section 125.111 and the Governor's
amended Executive Order 84-9 of November 30, 1984. The contract shall not
discriminate against or intimidate any person hired for the performance of the
work by reason of race, color, religion, national origin, ancestry, sex,
handicap, or disability as that term is defined by the Americans with
Disabilities Act (ADA).

14.      INDEPENDENT MCO RELATIONSHIP.

It is mutually understood and agreed that the MCO is at all times acting as an
independent MCO in performing services under this Agreement and shall be
responsible for compliance with all laws, rules, and regulations involving, but
not limited to, employment of labor, hours of labor, health and safety, working
conditions and payment of wages. The persons provided by the MCO shall be solely
the MCO's employees and subcontractors of the MCO and shall not be considered
employees of the Bureau. The MCO shall be responsible for payment of federal,
state, and municipal taxes and costs such as Social Security, unemployment,
workers' compensation, disability insurance, and federal and state withholding
with respect to its employees.

15.      CONFIDENTIALITY.

The MCO, its officers, agents, employees, representatives, subcontractors and
assigns shall keep confidential all information, in whatever form obtained, in
the performance of this Agreement, including but not limited to knowledge of the
contents of confidential records of the Bureau. Any information subject to the
confidentiality laws of this state shall not be released to any person other
than authorized representatives of the Bureau, unless the Bureau directs its
release.

16.      HOLD HARMLESS AND INDEMNIFICATION.

The MCO shall hold the Bureau harmless and indemnify the Bureau from and against
any and all claims, demands, losses, and causes of action asserted against or
incurred by the Bureau that result from or arise out of the work performed by
the MCO, its agents, employees, representatives, and subcontractors, under this
Agreement, or any errors, omissions, negligent conduct or intentional acts of
the MCO, its agents, employees, representatives, and subcontractors.

17.      LIMITATION OF LIABILITY.

The Bureau's liability for damages for services rendered pursuant to this
Agreement, whether in contract or in tort, shall not exceed the total amount of
compensation payable to the MCO pursuant to this Agreement, or the amount of
direct damages incurred by the MCO, whichever is less. The MCO's sole and
exclusive remedies for the Bureau's failure to perform shall be subject to the
jurisdiction of the Ohio Court of Claims. In no event shall the Bureau be liable
for any consequential, incidental, or punitive losses, damages, expenses,
including the loss of profits, even if the Bureau knew or should have known of
the possibility of such damages.

18.      APPLICABLE STATE LAW.

The terms and conditions contained herein shall be construed and interpreted in
accordance with the laws of the State of Ohio. Any and all disputes arising from
this Agreement shall be governed by the laws of the State of Ohio, and the MCO
agrees to submit exclusively to the jurisdiction of the Ohio Court of Claims in
any and all disputes arising from this Agreement.
<PAGE>   18
19.      COMPLIANCE WITH THE LAWS OF OHIO.

The MCO agrees and covenants that it at this time is not and for the duration of
this Agreement will not knowingly violate the laws of Ohio specifically
including, but not limited to, the workers' compensation laws of Ohio, the
corporate laws of Ohio, and all rules and regulations promulgated under those
laws.

20.      CONFLICTS OF INTEREST.

(A) The MCO affirms that it presently has no interest and shall not acquire any
interest, direct or indirect, which would conflict, in any manner or degree,
with the performance of services which are required to be performed under any
resulting Agreement. In addition, the MCO affirms that a person who is or may
become an agent of MCO not having such interest upon the execution of this
Agreement shall likewise advise the Bureau in the event it acquires such
interest during the term of this Agreement.

(B) Furthermore, any such person who is or may become an agent of the MCO who
acquires an incompatible or conflicting personal interest, prior to, on or after
the effective date of this Agreement, or who involuntarily acquires any such
incompatible or conflicting personal interest, shall immediately disclose his or
her interest to the Bureau in writing. Thereafter, such person shall not
participate in any action affecting the work under this Agreement, unless the
Bureau determines that, in light of the personal interest disclosed, such
person's participation in any such action would not be contrary to the public
interest.

(C) The MCO and any affiliated Third Party Administrators ("TPAs"), if
applicable, shall have complete separation of functions, offices, systems, and
staff. The MCO shall not use or contract with any provider who has an ownership
interest in, or who is the medical director for, the MCO to provide Independent
Medical Examination ("IME") services for injured workers assigned to the MCO.
The MCO and any subcontractor(s) must be separate legal entities and may not
have the same Bureau provider number or tax identification number. The MCO shall
not be a Bureau certified health care provider.

21.      HEADINGS.

The headings in this Agreement and its appendices are for convenience only and
are not intended to be part of, or to affect the interpretation of, the terms of
this Agreement.

22.      CERTIFICATION.

The MCO is certified to provide services under this Agreement only in the
counties listed in Appendix F of this Agreement, as may be modified during the
term of this Agreement.

23.      OHIO ELECTIONS LAW.

The MCO affirms that, as applicable to the MCO, no party listed in Division (I)
or (J) of Section 3517.13 of the Revised Code, or spouse of such party, has
made, as an individual, within the two previous calendar years, one or more
political contributions totaling in excess of $1,000.00 to the Governor of Ohio
or to his campaign committees.

24.      DEFINITIONS.

Unless otherwise defined in the text of this Agreement, the capitalized terms
and capitalized abbreviations as used in this Agreement shall have the same
meaning as defined in Rule 4123-6-01 of the Ohio Administrative Code. A Glossary
of the defined terms used in this Agreement is attached as Appendix G.
<PAGE>   19
IN WITNESS WHEREOF, the parties hereunto affix their signatures this 10th day of
November, 1999.

COMPMANAGEMENT HEALTH SYSTEMS, INC           STATE OF OHIO 
TAX ID # 31141515248                         BUREAU OF WORKERS' COMPENSATION

/s/ Robert J. Bossart                        /s/ James Conrad
----------------------------------           ----------------------------------
Name:  Robert J. Bossart                     Name:  James Conrad
Title: President                             Title: Administrator