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                                                                   Exhibit 10(c)


                EMPLOYMENT AGREEMENT BETWEEN COMPMANAGEMENT, INC.
                AND DR. BERNARD MASTER, DATED AS OF MAY 1, 1999,
                        AS AMENDED BY FIRST AMENDMENT TO
                EMPLOYMENT AGREEMENT, DATED AS OF JANUARY 1, 2000

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                              EMPLOYMENT AGREEMENT
                              --------------------

         This agreement is made effective as of May 1, 1999, at Columbus, Ohio,
between CompManagement, Inc., an Ohio corporation (the "Company"), and Bernard
F. Master, D.O. (the "Employee"), who hereby agrees as follows:

         ss.1. Employment as Chairman. The Company hereby employs the Employee
as Chairman of the Company, and the Employee hereby accepts such employment,
upon the terms and subject to the conditions set forth in this agreement.

         ss.2. Term of Employment. The term of the Employee's employment by the
Company pursuant to this agreement shall begin on the date of this agreement and
shall end, unless sooner terminated in accordance with the provisions of ss.8,
below, on April 30, 2000 (the "Initial Term"). Upon agreement of the Company and
the Employee, the term of the Employee's employment under this agreement may be
renewed for successive one-year periods (each a "Renewal Term"), commencing on
the day following the termination date of the Initial Term or the preceding
Renewal Term, as the case may be, and ending, unless sooner terminated in
accordance with the provisions of ss.8, below, on the first anniversary of the
applicable termination date.

         ss.3. Services. The Employee shall serve as the Chairman of the Board
of the Company and its subsidiaries and as Chairman of the Board and Chief
Executive Officer of Health Power, Inc., a Delaware corporation and the parent
of the Company ("Health Power"). As such, the Employee shall perform such
services as may be reasonably assigned to him from time to time by the Boards of
Directors of the Company and Health Power. The Employee shall devote his best
efforts to the performance of his duties hereunder.

         ss.4. Responsibilities. The Employee shall be responsible for
establishing and supervising the implementation of the business policies and
operating programs, budgets, procedures, and directions of the Company, its
subsidiaries, and Health Power (reporting only to the Boards of Directors of the
Company and Health Power); monitoring and evaluating the effectiveness of the
management of the Company, including without limitation reviewing and evaluating
the performance of all executive officers of the Company; establishing and
implementing a strategic plan for the Company and its subsidiaries; determining
the necessity of and, if necessary and possible, supervising the raising of
additional capital for the Company, its subsidiaries, and/or Health Power;
presiding at all meetings of the shareholders and the Boards of Directors of the
Company, its subsidiaries, and Health Power; and such other activities as are
incident to his office or as may be prescribed or delegated by the Boards of
Directors of the Company and Health Power.

         ss.5. Compensation. The Employee shall receive the following
compensation:

                  (a) A base salary of $295,000 per annum or, if the term of the
         Employee's employment is renewed, such other base salary (the "Base
         Salary") as may be approved

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         by the Company's or Health Power's Compensation Committee (the
         "Committee") from time to time, payable in accordance with the
         Company's general policies for payment of compensation to its salaried
         personnel; provided if the Employee's employment is terminated pursuant
         to the provisions of ss.8, below, the base salary shall cease as of the
         day of termination;

                  (b) $3,500 per month, payable in arrears, as an expense
         allowance for expenditures advanced by the Employee on behalf of the
         Company;

                  (c) $500 per month payable in arrears as an automobile
         allowance plus mileage reimbursement for business travel (at the rate
         established by the Internal Revenue Service for mileage deductibility),
         subject to the maintenance of appropriate records and the submission of
         appropriate reports to the Company;

                  (d) An annual cash bonus in an amount up to 35% of the Base
         Salary (the "Bonus"). Beginning with the 1999 fiscal year of the
         Company, and continuing for each fiscal year thereafter during which
         the Bonus may be earned (each a "Performance Year"), the Committee
         shall establish performance criteria or goals to be achieved by the
         Employee for that Performance Year. The performance criteria or goals
         shall be approved by the Committee and set forth in the minutes of the
         Committee's meetings or in a written agreement between the Company and
         the Employee. After the completion of each Performance Year, and after
         the completion of the audit by the Company's independent auditors of
         the consolidated financial statements for Health Power and its
         subsidiaries for such Performance Year, the Committee shall review the
         performance criteria and goals of the Employee established by the
         Committee for that Performance Year and make a determination as to the
         amount of the Bonus earned by the Employee based upon the Employee's
         achievement of such performance criteria and goals. The Bonus shall be
         payable within 10 days after the Committee's determination as to the
         amount of the Bonus earned by the Employee. The performance criteria
         and goals established for the Employee shall be based upon such
         criteria and goals as may be selected by the Committee, including
         without limitation the Employee's performance with respect to providing
         leadership to the Company's personnel, implementing strategic plans and
         objectives for Health Power and its subsidiaries, meeting financial
         budgets and objectives of Health Power and its subsidiaries,
         supervising the Company's operations, and enhancing value for the
         Company's stockholders; and

                  (e) Formula Vesting Stock Options pursuant to the 1994
         Executive Performance Stock Option Plan, as amended (the "Plan"), for
         1999 and, if the term of the Employee's employment is renewed, for each
         subsequent Performance Year ending during each renewal term of the
         Employee's employment under this agreement. The number of shares of
         common stock subject to the Formula Vesting Stock Options shall be an
         amount equal to the aggregate number of Formula Vesting Stock Options
         and Discretionary Vesting Stock Options received by the chief executive
         officer of the Company during each Performance Year.

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         ss.6. Fringe Benefits. The Company shall provide disability insurance
for the benefit of the Employee and pay all premiums with respect thereto, which
insurance shall supplement the Company's current disability insurance benefits
to the Employee. The policy or policies for such disability insurance shall
provide for benefits in the amount of $6,000 per month for a maximum of five
years, which benefits shall commence 90 days after the date of the Employee's
disability (as determined under the terms of such policy).

         The Employee shall also be entitled to such other fringe benefits and
perquisites as may be generally provided by the Company to its salaried
personnel pursuant to the Company's established policies.

         ss.7. Severance Pay. If the Employee's employment is (a) terminated by
the Company as a result of a Change in Control of Health Power (as defined
below), or (b) not renewed at the end of any employment or renewal term after a
Change in Control of Health Power for any reason, then the Employee shall
receive the following:

                  (i) Severance pay in the amount equal to his then current
         annual base salary, payable over a one-year period in the same manner
         as such annual base salary is paid; and

                  (ii) Fringe benefits as set forth inss.6, above, for one year
         from the date of termination of employment.

         In addition, if the Employee's employment is terminated by the Company
as a result of or after a Change in Control of Health Power for any reason, then
the Employee shall receive additional severance pay in an amount equal to the
base salary the Employee would have received from the date of termination
through the end of the Initial Term or Renewal Term then in effect, as the case
may be, payable during such period in the same manner as the Employee's base
salary is paid. The severance pay described in this paragraph shall be in lieu
of the payment of the Employee's base salary.

         For purposes of this section, a "Change in Control of Health Power"
shall be deemed to occur:

                  (A) When, after the date of this agreement, any "person" as
         defined in ss.3(a)(9) of the Securities Exchange Act of 1934 (the
         "Exchange Act") and as used in ss.ss.13(d) and 14(d) thereof, including
         a "group" as defined in ss.13(d) of the Exchange Act, but excluding
         Health Power and any subsidiary and any employee benefit plan sponsored
         or maintained by Health Power or any subsidiary (including any trustee
         of such plan acting as trustee), directly or indirectly, becomes the
         "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act, as
         amended from time to time), of securities of Health Power representing
         20% or more of the combined voting power of Health Power's then
         outstanding securities;

                  (B) When, during any period of 24 consecutive months after the
         date of this agreement, the individuals who, at the beginning of such
         period, constitute the Board of

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         Directors of Health Power (the "Incumbent Directors") cease for any
         reason other than death to constitute at least a majority thereof;
         provided, however, that a director who was not a director at the
         beginning of such 24-month period shall be deemed to have satisfied
         such 24-month requirement (and be an Incumbent Director) if such
         director was elected by, or on the recommendation of or with the
         approval of, at least two-thirds of the directors who then qualified as
         Incumbent Directors either actually (because they were directors at the
         beginning of such 24-month period) or by prior operation of this
         ss.__(ii); or

                  (C) Upon the occurrence of a transaction requiring stockholder
         approval for the acquisition of the Company and/or its subsidiaries by
         an entity other than Health Power or one or more of its subsidiaries
         through purchase of assets, by merger or otherwise.

         ss.8. Termination of Employment. The Employee's employment under this
agreement may be terminated:

                  (a) By the Employee with or without cause upon giving 90 days
         advance written notice to the Company, provided that the Employee shall
         continue to perform all duties under this agreement until the earlier
         of: (i) the expiration date of such 90-day period; or (ii) any earlier
         date which may be specified by the Company.

                  (b) By the Company upon the occurrence of any one of the
         following events or any time thereafter:

                           (i) The Employee fails to fully perform and observe
                  all obligations and conditions to be performed and observed by
                  the Employee under this agreement, or under any other
                  agreement between the Employee and the Company, and fails to
                  correct such problem within 10 days after notice by the Board
                  of Directors to do so or, if it is impossible to correct such
                  problem within such 10 days, fails to commence the action
                  necessary to correct such problem and continues diligently to
                  pursue such action until the correction is complete; or

                           (ii) The Employee's death or long-term disability.
                  For purposes of this agreement, the term "long-term
                  disability" shall have the same meaning as long-term
                  disability or other similar term used in any long-term or
                  permanent disability policy provided by the Company and
                  covering the Employee. In the event there is no long-term or
                  permanent disability policy in effect covering the Employee,
                  the term "long-term disability" shall mean that because of
                  physical or mental incapacity, the Employee has not performed
                  his duties under this agreement for 60 days or longer and it
                  is probable, in the opinion of a licensed physician selected
                  by the Company, that the Employee will not be able to engage
                  actively in his employment by the Company for an additional
                  period of 90 days or longer.

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         ss.9. Employee's Capacity. The Employee represents and warrants to the
Company that he has the capacity and right to enter into this agreement and
perform all his duties under this agreement without any restriction whatsoever
by any other agreement, document, or otherwise.

         ss.10. Complete Agreement. This document contains the entire agreement
between the parties with respect to the Employee's employment by the Company and
supersedes any prior discussions, negotiations, representations, or agreements
between them relating to the Company's employment of the Employee. No additions
or other changes to this agreement shall be made or be binding on either party
unless made in writing and signed by each party to this agreement.

         ss.11. Notices. Any notice or other communication required or desired
to be given to any party under this agreement shall be in writing and shall be
deemed given:

                  (a) In the case of the Employee, when delivered personally to
         the Employee or when deposited in the United States mail, first-class
         postage prepaid, addressed to the Employee at 340 Tucker Drive,
         Worthington, Ohio 43085, or at any other address thereafter designated
         by the Employee in notice theretofore given to the Company; and

                  (b) In the case of the Company, when deposited in the United
         States mail, first-class postage prepaid, addressed to the Company at
         6377 Emerald Parkway, Dublin, Ohio 43016, or at any other address
         thereafter designated by the Company in notice theretofore given to the
         Employee.

         ss.12. Governing Law. All questions concerning the validity, intention,
or meaning of this agreement or relating to the rights and obligations of the
parties with respect to performance hereunder shall be construed and resolved
under the laws of Ohio.

         ss.13. Severability. The intention of the parties to this agreement is
to comply fully with all laws and public policies, and this agreement shall be
construed consistently with all laws and public policies to the extent possible.
If and to the extent that any court of competent jurisdiction is unable to so
construe part or all of any provision of this agreement, and holds part or all
of that provision to be invalid, such invalidity shall not affect the validity
of the balance of that provision or the remaining provisions of this agreement,
which shall remain in full force and effect.

         ss.14. Nonwaiver. No failure by any party to insist upon strict
compliance with any term of this agreement, to exercise any option, enforce any
right, or seek any remedy upon any default of any other party shall affect, or
constitute a waiver of, the first party's right to insist upon such strict
compliance, exercise that option, enforce that right, or seek that remedy with
respect to that default or any prior, contemporaneous, or subsequent default;
nor shall any custom or practice of the parties at variance with any provision
of this agreement affect, or constitute a waiver of, any party's right to demand
strict compliance with all provisions of this agreement.

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         ss.15. Captions. The captions of the various sections of this agreement
are not part of the context of this agreement, but are only labels to assist in
locating those sections, and shall be ignored in construing this agreement.

         ss.16. Successors. This agreement shall be binding upon, inure to the
benefit of, and be enforceable by and against the respective heirs, legal
representatives, successors, and assigns of each party to this agreement,
provided that neither party may assign any of its rights or obligations under
this agreement without the prior written consent of the other party.

                                          COMPMANAGEMENT, INC.



/s/ Bernard F. Master, D.O.               By /s/ Robert J. Bossart
-------------------------------             -----------------------------------
BERNARD F. MASTER, D.O.                      Robert J. Bossart, Chief Executive
                                              Officer

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                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
                     ---------------------------------------

         This amendment is made effective as of January 1, 2000, between
CompManagement, Inc., an Ohio corporation (the "Company"), and Bernard F.
Master, D.O. (the "Employee").


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

         The Employee and the Company are parties to an Employment Agreement
dated as of May 1, 1999 (the "Employment Agreement"). The parties desire to
amend the Employment Agreement as provided in this amendment. 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:

         ss.1. Term of Employment. Section 2 of the Employment Agreement is
hereby amended in its entirety to read as follows:

                  ss.2. Term of Employment. The term of the Employee's
         employment by the Company pursuant to the Agreement shall begin on May
         1, 1999, and shall end, unless sooner terminated in accordance with the
         provisions of ss.8 of the Agreement, on December 31, 2002 (the "Initial
         Term"). Unless terminated in accordance with the provisions of ss.8 of
         the Agreement, the Employee's employment under the Agreement shall
         automatically continue after the expiration of the Initial Term upon
         the same terms and conditions contained in the Agreement, or upon such
         other terms and conditions to which the parties may mutually agree in
         writing, for successive two-year periods (each a "Renewal Term"),
         commencing on the day following the termination date of the Initial
         Term or the preceding Renewal Term, as the case may be, and ending,
         unless sooner terminated in accordance with the provisions of ss.8 of
         the Agreement, on the second anniversary of the applicable termination
         date.

         ss.2. Severance Pay. Section 7 of the Employment Agreement is hereby
amended in its entirety to read as follows:

                  ss.7. Severance Pay. If the Employee's employment is
         terminated by either the Company or the Employee pursuant to ss.8(a) of
         the Agreement, by the Company pursuant to ss.8(b) of the Agreement, or
         by the Employee pursuant to ss.8(c) of the Agreement after a Change in
         Control of Health Power (as defined in ss.8 of the Agreement), then the
         Employee shall receive the following:


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                           (a) Payment of any Base Salary accrued through the
                  date of termination of employment.

                           (b) Severance pay in an amount equal to (i) an amount
                  equal to two times the Base Salary in effect at the time of
                  termination of employment, plus (ii) an amount equal to the
                  Bonus most-recently paid to the Employee pursuant to ss.5(d)
                  of the Agreement.

                           (c) Benefits comparable to the fringe benefits
                  described in ss.6 of the Employment Agreement until the
                  earlier of two years from the date of termination or the date
                  any such benefit is provided to the Employee by another
                  employer.

                  If the severance compensation under this section would
         constitute a "parachute payment," as defined in Section 280G of the
         Internal Revenue Code of 1986, as amended (the "Code"), such severance
         compensation shall be reduced to the largest amount as will result in
         no portion of the severance compensation payments under this section
         being subject to the excise tax imposed by Section 4999 of the Code or
         being disallowed as deductions to the Company under Section 280G of the
         Code.

                  Payment of the amounts described in subsection (a), above,
         shall be made within 30 days after the termination of employment and
         payment of the amounts described in subsection (b), above, shall be
         made over a two-year period commencing with the termination of
         employment, in the same manner as the Base Salary is paid during
         employment.

         ss.3. Termination of Employment. Section 8 of the Employment Agreement
is hereby amended in its entirety to read as follows:

                  ss.8. Termination of Employment. The Employee's employment
         under the Agreement may be terminated:

                           (a) By the Employee or the Company, with or without
                  cause, at the end of the Initial Term or any Renewal Term upon
                  giving not less than 45 days advance written notice prior to
                  the end of the Initial Term or the Renewal Term then in
                  effect, as the case may be, provided that the Employee shall
                  continue to perform all services under the Agreement until the
                  earlier of: (i) the expiration date of such 45 day period; or
                  (ii) any earlier date which may be specified by the Company.
                  If the Employee's employment is terminated pursuant to this
                  subsection (a), then the Employee shall be entitled to receive
                  the severance pay and benefits described in ss.7(b) and (c) of
                  the Agreement.

                           (b) By the Company, with or without cause, upon the
                  giving of written notice to the Employee. If the Employee's
                  employment is

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                  terminated pursuant to this subsection (b), then Employee
                  shall be entitled to receive the severance pay and benefits
                  described in ss.7(b) and (c) of the Agreement.

                           (c) By the Employee, with or without cause, upon
                  giving 45 days advance written notice to the Company, provided
                  that the Employee shall continue to perform all duties under
                  this agreement until the earlier of: (i) the expiration date
                  of such 45-day period; or (ii) any earlier date which may be
                  specified by the Company. If the Employee's employment is
                  terminated pursuant to this subsection (c) after a Change in
                  Control of Health Power (as defined below), then Employee
                  shall be entitled to receive the severance pay and benefits
                  described in ss.7(b) and (c) of the Agreement.

                           (d) By the Company upon the occurrence of any one of
                  the following events or any time thereafter:

                                    (i) The Employee fails to fully perform and
                           observe all obligations and conditions to be
                           performed and observed by the Employee under the
                           Agreement, or under any other agreement between the
                           Employee and the Company, and fails to correct such
                           problem within 10 days after notice by the Board of
                           Directors to do so or, if it is impossible to correct
                           such problem within such 10 days, fails to commence
                           the action necessary to correct such problem and
                           continues diligently to pursue such action until the
                           correction is complete; or

                                    (ii) The Employee's death or long-term
                           disability. For purposes of this agreement, the term
                           "long-term disability" shall have the same meaning as
                           long-term disability or other similar term used in
                           any long-term or permanent disability policy provided
                           by the Company and covering the Employee. In the
                           event there is no long-term or permanent disability
                           policy in effect covering the Employee, the term
                           "long-term disability" shall mean that because of
                           physical or mental incapacity, the Employee has not
                           performed his duties under this agreement for 60 days
                           or longer and it is probable, in the opinion of a
                           licensed physician selected by the Company, that the
                           Employee will not be able to engage actively in his
                           employment by the Company for an additional period of
                           90 days or longer.

                           For purposes of the Agreement, a "Change in Control
                  of Health Power" shall be deemed to occur:

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                           (A) When, after January 1, 2000, any "person" as
                  defined in ss.3(a)(9) of the Securities Exchange Act of 1934
                  (the "Exchange Act") and as used in ss.ss.13(d) and 14(d)
                  thereof, including a "group" as defined in ss.13(d) of the
                  Exchange Act, but excluding Health Power and any subsidiary
                  and any employee benefit plan sponsored or maintained by
                  Health Power or any subsidiary (including any trustee of such
                  plan acting as trustee), directly or indirectly, becomes the
                  "beneficial owner" (as defined in Rule 13d-3 under the
                  Exchange Act, as amended from time to time), of securities of
                  Health Power representing 20% or more of the combined voting
                  power of Health Power's then outstanding securities;

                           (B) When, during any period of 24 consecutive months
                  after January 1, 2000, the individuals who, at the beginning
                  of such period, constitute the Board of Directors of Health
                  Power (the "Incumbent Directors") cease for any reason other
                  than death to constitute at least a majority thereof;
                  provided, however, that a director who was not a director at
                  the beginning of such 24-month period shall be deemed to have
                  satisfied such 24-month requirement (and be an Incumbent
                  Director) if such director was elected by, or on the
                  recommendation of or with the approval of, at least two-thirds
                  of the directors who then qualified as Incumbent Directors
                  either actually (because they were directors at the beginning
                  of such 24-month period) or by prior operation of this
                  subsection (B); or

                           (C) Upon the occurrence of a transaction requiring
                  stockholder approval for the acquisition of the Company and/or
                  its subsidiaries by an entity other than Health Power or one
                  or more of its subsidiaries through purchase of assets, by
                  merger or otherwise.

         ss.4. 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.

         ss.5. 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.

         ss.6. 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, 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.



/s/ Bernard F. Master, D.O.               By /s/ Robert J. Bossart
-------------------------------             -----------------------------------
BERNARD F. MASTER, D.O.                      Robert J. Bossart, Chief Executive
                                              Officer

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