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                                                                   EXHIBIT 10.26

                                AGREEMENT BETWEEN

                    COMPREHENSIVE HEALTH MANAGEMENT, INC. AND

                               INTELLICLAIM, INC.

         This Agreement is made and entered into this 25th day of March, 2003
(the "Effective Date") by and between Comprehensive Health Management, Inc.
("Client"), conducting business at 6800 North Dale Mabry Highway, Suite 268,
Tampa, FL 33614 and IntelliClaim, Inc. ("IntelliClaim"), conducting business at
20 Glover Avenue, Norwalk, CT.

         Whereas, Client wishes to use the IntelliClaim Service (as defined
herein) to assist Client in a correct coding initiative and overpayment
prevention by applying such recognized specific medical and administrative
policies as Client wishes to apply to received provider health claims, and

         Whereas, IntelliClaim has the technology and capabilities to implement
various overpayment prevention and administrative interventions for Client, and

         Whereas, IntelliClaim is in the business of providing software and
services that implement and manage such overpayment prevention and
administrative interventions for Client,

         Now, therefore, in consideration of the mutual promises contained in
this Agreement, Client and IntelliClaim agree as follows:

I.       Subject Matter and Term

         A.       This Agreement covers the provision of professional services
         and the license of IntelliClaim software to Client and its affiliates.
         An "affiliate" shall mean any corporation that, directly or indirectly,
         controls or is controlled by or is under common control with Client.
         For this purpose, "control" shall mean the possession, directly or
         indirectly, of the power to direct or cause the direction of the
         management and policies of such corporation, whether through the
         ownership of voting securities or by contract or otherwise.

         B.       The initial term ("Initial Term") of this Agreement will
         commence on the Effective Date and continue for eighteen (18) months.
         Thereafter, the term of this Agreement shall be automatically extended
         for successive additional one (1) year terms (each, a "Renewal Term")
         unless either party provides the other with written notice of

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         such party's intention not to renew the term at least sixty (60)
         calendar days prior to the end of the Initial Term or the then-current
         Renewal Term, as applicable. The Initial Term and any Renewal Terms are
         sometimes referred to in this Agreement as the "Term," and the first
         twelve months during the Initial Term are sometimes referred to in this
         Agreement as the "First Year."

         C.       No section of this contract may take precedence over current
         or future local, state, or federal law, regulation, or rule. In its
         performance of this Agreement, each party agrees to comply with all
         applicable laws and regulations. Either party may request a change to
         any part of the Agreement if regulatory changes require. Either party
         may terminate this Agreement without further liability in the event an
         applicable legal or regulatory change makes performance unlawful
         without changes to the Agreement that, in that party's reasonable
         judgment, would substantially eliminate the benefits and purposes of
         the Agreement as previously executed. A party may not exercise its
         right under the preceding sentence without first consulting in good
         faith with the other party to find ways to avoid such termination.

II.      Termination

         A. Client may terminate the Agreement upon sixty (60) days written
         notice to IntelliClaim at any time during this Agreement for any reason
         subject to the requirement that it pay the Termination Fee as defined
         in Exhibit A, if the effective date of such termination occurs during
         the First Year.

         B. Either party may terminate this Agreement for cause if the other
         party breaches this Agreement and does not cure such breach within
         thirty (30) days following written notice from the party not in breach
         specifying in reasonable detail the breach(es) that the other party is
         alleged to have committed.

         C. Either party may terminate this Agreement immediately upon written
         notice to the other party in the event that such other party makes a
         general assignment for the benefit of creditors, or any proceeding is
         instituted by or against such other party seeking to adjudicate it to
         be bankrupt or insolvent, or seeking liquidation, winding up or
         comparable disposition.

         D. Notwithstanding anything in this Agreement to the contrary, Client
         shall have the right to terminate this Agreement immediately upon
         written notice to IntelliClaim if

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         Client determines that IntelliClaim has violated any material term of
         Section VIII of this Agreement. In addition, if Client reasonably
         believes that IntelliClaim will violate a material term of Section VIII
         of this Agreement and, where practicable, Client gives written notice
         to IntelliClaim of such belief within a reasonable time after forming
         such belief, and IntelliClaim fails to provide adequate written
         assurances to Client, within a reasonable period of time (and in any
         event prior to the occurrence of the threatened breach or within ten
         (10) days, whichever is to occur sooner), that it will not breach the
         cited term of this Agreement, then Client shall have the right to
         terminate this Agreement immediately.

         E. Upon the expiration or termination of this Agreement for any reason,
         neither party shall have any further liability or obligation to the
         other party under this Agreement, except (1) as otherwise expressly
         provided in Section II.A, and (2) that the provisions of Sections
         III.D, the first sentence of Section III.E.1, and Sections VI, VII,
         VIII and IX shall survive any such expiration or termination
         indefinitely. Furthermore, in the event of the termination of this
         Agreement for any reason during the First Year, IntelliClaim will
         immediately refund to Client the portion of any prepaid fees (whether
         license fees or otherwise) reflecting the balance of the periods for
         which such fees were prepaid occurring after the effective date of
         termination (including, without limitation, the balance of the License
         Fee set forth in Section I.A of Exhibit A hereto.

III.     General Scope of Work

         A.       Functionality. The IntelliClaim Service shall recommend
         processing instructions for Claims that it shall identify as eligible
         for adjustment based on the business rules adopted by Client. It shall
         be in Client's sole discretion whether and how to adopt a proposed rule
         or arrangement. A "Claim" is defined to be a request for payment or a
         reported encounter received by Client from a provider of services, or
         from a member seeking reimbursement for such services, comprised of any
         number of lines, identified by a unique document or transaction number.

         B.       Services. IntelliClaim will provide Client and its affiliates
         with the services described in this Agreement and the Exhibits to this
         Agreement (the "IntelliClaim Service") at no charge beyond the Service
         Fee described herein except where expressly provided in this Agreement
         or the applicable Exhibit.

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         C.       Claim Decisions. Client shall have complete and sole authority
         and responsibility for final determination of liability on any Claim.
         Client shall have sole authority for the decision as to which of
         IntelliClaim's adjustment recommendations are to be accepted on any
         individual Claim.

         D.       Ownership of Data. At all times Client shall retain full
         ownership of any and all information or data provided by Client to
         IntelliClaim or learned or obtained by IntelliClaim pursuant to the
         provision of the IntelliClaim Service pursuant to this Agreement.

         E.       Business Rules.

                      1. IntelliClaim represents and warrants that it offers a
                      set of defensible business rules and interventions to
                      guide Client in determining approvals, denials,
                      adjustments or suspensions of Claims (the "Business
                      Rules"), and that such Business Rules are, and at all
                      times during the Term shall be based on sound, current
                      medical advice and logic. In addition, during the term,
                      IntelliClaim will use its best effort to provide business
                      rules equal to the then-current industry standards. It
                      will be Client's complete and sole authority and
                      responsibility to determine whether and how to adopt any
                      Business Rule; provided, however, that IntelliClaim will
                      assist Client in Client's determination and development of
                      the Business Rules and interventions that Client wishes to
                      apply to the processing of the Claims (the "Client
                      Business Rules"). Both parties acknowledge and agree that
                      the determination of the ultimate Client Business Rules
                      will be in the complete and sole discretion and authority
                      of Client.

                      2. IntelliClaim agrees to inform Client of any new or
                      modified Business Rules no later than IntelliClaim informs
                      any other of its customers.

                      3. The Client agrees to utilize IntelliClaim's change
                      control process (the "Change Control Process") for
                      Client's consideration of new Business Rules, and the
                      implementation of new Client Business Rules once Client
                      has decided (which shall be in Client's complete and sole
                      discretion) whether and how to implement any new Business
                      Rules.

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         F.       Maintenance and Support. IntelliClaim will provide Client with
         maintenance and support for the Software (as defined herein) to ensure
         that the Software conforms to the specifications and requirements set
         forth in documentation and in this Agreement. As part of maintenance
         IntelliClaim will provide Client with corrections for any deviations in
         the Software's performance from its documentation or the acceptance
         criteria specified in this Agreement that are reported by Client.
         IntelliClaim will also provide Client with any other code corrections,
         patches, maintenance release, new versions, updates or releases for the
         Software that IntelliClaim generally provides to its other customers
         during the Term. IntelliClaim shall provide Client with Help Desk as
         specified in Exhibit B.

         G.       Reports. IntelliClaim will provide reports as described in
         Exhibit B of this Agreement.

         H.       Access to Data. IntelliClaim agrees to restrict dissemination
         of or access to any reports which Client or any affiliate elects to
         provide to IntelliClaim or with respect to which IntelliClaim has
         access (i) to solely those IntelliClaim employees or agents (provided
         the agents are bound by written obligations of confidentiality covering
         Client's confidential information) who have a need to know in order for
         IntelliClaim to perform its obligations under this Agreement, and (ii)
         as necessary to comply with any applicable law or regulation.

         I.       Designated Staff. Both Client and IntelliClaim shall designate
         individuals from their respective staff who have been trained in and
         have the authority to view confidential patient data as responsible for
         coordination and communication between Client and IntelliClaim.

         J.       Training. As part of implementing the Software and the
         IntelliClaim Service for Client, IntelliClaim shall provide training
         program development or on-site training at Client's facilities, on
         dates mutually selected by Client and IntelliClaim in connection with
         the implementation of the IntelliClaim Service by Client, IntelliClaim
         shall provide three (3) days of training. All such training shall be
         reasonably sufficient to permit Client and its staff to effectively use
         the IntelliClaim Service and the Software. A knowledgeable experienced
         trainer, who shall be selected at IntelliClaim's discretion,

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         shall conduct the training. Additional staff training if requested by
         Client shall be available at the then-current standard hourly fee from
         IntelliClaim.

         K.       Data Links. Client will be operationally and financially
         responsible for providing data communications links with IntelliClaim.
         The nature, type and technical aspects of such links shall be mutually
         agreed upon by IntelliClaim and Client.

         L.       Scope of License. IntelliClaim grants Client and its
         affiliates, during the Term, a nonexclusive, nontransferable (except as
         permitted under Section IX below), right and license to use the
         software and documentation specified in Exhibit B to this Agreement
         (including all new versions, updates, enhancements to base software,
         maintenance releases and patches for such software and documentation
         provided during the Term, collectively referred to as the "Software")
         for Client and its affiliates to use in processing Client's claims and
         the claims of Client's affiliates (whether the payment of such claims
         is Client's or Client's customers' liability). Client and its
         affiliates may reproduce the Software and Software documentation
         delivered by IntelliClaim as reasonably necessary to use the Software
         in accordance with this Section. All copies of the Software will be the
         property of IntelliClaim.

         M.       Third Party Processing. Notwithstanding any provision to the
         contrary elsewhere in this Agreement or in any Exhibits hereto, Client
         may not use the Software as part of a commercial time-sharing or
         service bureau operation in which other users' work is processed for
         the sole purpose of applying the IntelliClaim Business Rules. Using the
         Software in any other capacity where Client would offer claims
         processing services to third parties shall be permitted. Client agrees
         not to reverse engineer, decompile or disassemble the Software.

         N.       Installation and Implementation.

                      1. Within ten (10) days following the Effective Date, the
                      parties will conduct an initiating meeting (the "Kickoff
                      Meeting") that will introduce project team members from
                      each party. The Kickoff Meeting will be used to confirm
                      the mutually agreed upon scope of the implementation.

                      2. Within ten (10) days following the Kickoff Meeting, the
                      parties will mutually agree on an implementation plan (the
                      "Implementation Plan") that will govern the implementation
                      of the IntelliClaim Service. The

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                      Implementation Plan will identify each significant task,
                      responsibilities of each party, deadlines for milestones
                      and task completions and the critical path. Each party
                      will perform its responsibilities under the Implementation
                      Plan in accordance with the schedule set forth in the
                      Implementation Plan.

                      3. All changes to the Implementation Plan will require a
                      written Request for Change, which will be agreed to by
                      Client's assigned project manager and IntelliClaim's
                      project manager before it becomes effective.

                      4. As part of the implementation, Client shall provide no
                      more than one (1) years' worth of historical claim
                      information, in a file format to be mutually agreed upon
                      by IntelliClaim and Client.

         O. External Communications. Subject to its obligations under Section
         VIII below, Client has the right to communicate processing rules
         applied to claims to its providers, members, customers, consultants and
         regulators. In addition, Client will have the right to use the Client
         Business Rules in web-based or other tools that will permit providers,
         members, customers, and regulators to prospectively predict the payment
         decision Client would make as to a possible Claim or for verification
         of prior rule logic.

         P. Ownership. All rights, title and interest in and to the Software
         will (as between IntelliClaim and Client) remain with IntelliClaim.
         Client agrees that IntelliClaim will own any custom enhancements to the
         Software funded by Client or developed jointly with Client, provided
         that Client reserves for itself or IntelliClaim grants Client,
         respectively, a perpetual, royalty-free, world-wide, nonexclusive right
         and license to use any such enhancements only in conjunction with the
         Software.

         Q. Turn-Around Time. IntelliClaim represents and warrants that, after
         the initial 60 days of production processing, all Claims shall be
         processed by the IntelliClaim Service and returned to Client within
         four hours from the time that the claims have been received via the
         agreed upon claim extract process. This turn-around time shall apply
         for those dates on which the daily volume does not exceed 25,000
         claims. With prior notification for the increase in daily volume beyond
         25,000 claims, IntelliClaim will have two weeks to adjust its processes
         to accommodate the increased volume, and the turn-around time
         requirements contained herein shall then apply after such two-week
         period. Otherwise,

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         failure to achieve the four hours turn-around will result in the
         following return to Client of the following amounts, as measured as a
         percentage of the daily processing fees:

                  - If any claims are returned to Client between 4 and 8 hours
         from the time received, 10% of the daily fee will be paid by
         IntelliClaim to Client, where such daily fee is calculated as a
         pro-rata percentage of all annualized license and service fees.

                  - If any claims are returned to Client between 8 and 24 hours
         from the time received, 25% of the daily fee will be paid by
         IntelliClaim to Client, where such daily fee is calculated as a
         pro-rata percentage of all annualized license and service fees.

                  - If any claims are returned to Client beyond 24 hours from
         the time received, 50% of the daily fee will be paid by IntelliClaim to
         Client, where such daily fee is calculated as a pro-rata percentage of
         all annualized license and service fees.

         IntelliClaim further represents and warrants that it has, and
         throughout the Term will have, sufficient capacity (including hardware
         and software capacity) to properly process at least 200% of the average
         number of Claims made available by Client for processing on a given day
         of the week during the then-preceding three month period (or, in the
         case of the first three months following the implementation of the
         IntelliClaim Service, at least 40,000 Claims per day).

         R. Escrow Option. The Client has the option at any point during the
         term of this agreement to require that IntelliClaim keep and maintain
         current a copy of the Source Code in escrow with an escrow agent, for
         release to Client in the event of the bankruptcy of IntelliClaim, or of
         its failure to be able to provide, during the term of this lease or any
         renewals, the services described in this Agreement. The copy of the
         Source Code placed in escrow shall be reproduced and maintained on
         media compatible with Client's hardware products and shall be
         accompanied by full documentation therefore. When a change is made to
         the Source Code by or on behalf of IntelliClaim during the term of the
         escrow agreement, the revised Source Code, including the change, shall
         be delivered to the escrow agent monthly not later than the first week
         of the month after the change is effected by or on behalf of
         IntelliClaim. Any fees required for such escrow arrangement will be the
         sole expense and cost of the Client.

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IV.      Pricing and Fees

         A.       IntelliClaim's fees are as described in Exhibit A.

         B.       Client shall pay IntelliClaim within forty five (45) days of
         receipt of invoice for all fees which are due and invoiced. Interest of
         one percent (1%) per month will be incurred on overdue payments, other
         than on payments of any amounts being disputed by Client in good faith.

V.       Audit

         A.       Client may audit (or have a third party audit), at its own
         expense, all source documents and records that form the basis for
         invoices to Client under this Agreement, and may carry out (or have
         third parties carry out) any other audits reasonably requested in order
         to verify IntelliClaim's performance of its obligations under this
         Agreement (including without limitation those under Section IX below).

         B.       Audits shall occur upon reasonable advance written notice of
         not less than ten (10) business days and shall take place at the
         auditee's offices during the auditee's regular business hours and
         subject to the confidentiality requirements of this Agreement.

VI.      Indemnification and Insurance

         A.       IntelliClaim Obligations.

                      1. IntelliClaim shall defend, indemnify, hold and keep
                      harmless Client and its affiliates (including their
                      respective directors, officers, agents, and employees)
                      against all damages, losses, related costs and expenses
                      (including reasonable legal fees and disbursements and
                      costs of investigation, settlement, interest and
                      penalties) and any and all payments by an indemnified
                      party under a settlement agreement approved in writing in
                      advance by IntelliClaim (which approval shall not be
                      unreasonably withheld, conditioned or delayed) arising
                      from or relating to a third party claim against Client or
                      any of its affiliates (or any of their respective
                      directors, officers, agents, or employees) alleging,
                      directly or indirectly, that: (i) IntelliClaim, in its
                      performance of this

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                      Agreement, or any of the Software (including related
                      documentation), services or other deliverables provided by
                      IntelliClaim under this Agreement (including the
                      IntelliClaim Business Rules and, to the extent based on
                      the IntelliClaim Business Rules, the Client Business
                      Rules), has violated or violates any applicable law or
                      regulation; (ii) any of the Software (including related
                      documentation), services or other deliverables provided by
                      IntelliClaim under this Agreement (including the
                      IntelliClaim Business Rules and, to the extent based on
                      the IntelliClaim Business Rules, the Client Business
                      Rules) (when used in accordance with this Agreement)
                      infringes any patent, copyright, trademark, trade secret
                      or other intellectual or proprietary right of a third
                      party; (iii) the Software failed to operate in accordance
                      with its documentation (when used in accordance with this
                      Agreement); (iv) IntelliClaim breached any of its
                      obligations under this Agreement, including without
                      limitation confidentiality obligations or any
                      representation or warranty contained in this Agreement; or
                      (v) IntelliClaim (including any of its employees,
                      subcontractors or agents) committed a negligent or
                      wrongful act or omission.

                      2. The indemnity in Section VI.A.1 above shall not be
                      enforceable if the damage or award is determined to result
                      solely from, and is caused solely by, a negligent or
                      wrongful act or omission of Client.

                      3. In the event that claims under this Section result from
                      acts or omissions by both parties, IntelliClaim's
                      obligation to indemnify Client under this Section VI shall
                      be apportioned to the extent that it is at fault for the
                      claim.

         B.       Client's Obligations.

                      1. Client shall hold and keep harmless and indemnify
                      IntelliClaim (including its directors, officers, and
                      employees) against all damages, losses, related costs and
                      expenses (including reasonable legal fees and
                      disbursements and costs of investigation, settlement,
                      interest and penalties) and payments by IntelliClaim under
                      a settlement agreement approved in advance in writing by
                      Client arising from or relating to a third party claim
                      against IntelliClaim (or any of its

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                      directors, officers, agents or employees) alleging,
                      directly or indirectly, that Client has committed a
                      negligent or wrongful act or omission.

                      2. The indemnification in Section VI.B.1 above shall not
                      be enforceable if the damage or award is determined to
                      result solely from, and is caused solely by, a negligent
                      or wrongful act or omission of IntelliClaim.

                      3. In the event that claims under Section VI.B result from
                      acts or omissions by both parties, Client's obligation of
                      indemnification under this Section VI shall be apportioned
                      to the extent it is at fault for the claim.

         C.       Notice. The party seeking indemnification under this Section
         VI must notify the other party promptly in writing of any suit or claim
         for which it seeks indemnification and give that party the opportunity
         to arrange and direct the defense of the matter, and must provide all
         information and assistance reasonably necessary for such a defense,
         subject to the limitations and exceptions set forth herein; provided,
         however, that no failure to so notify the indemnifying party shall
         relieve the indemnifying party of its obligations under this Agreement
         except to the extent that the failure or delay is materially
         prejudicial to the indemnifying party. Within twenty (20) days
         following receipt of such written notice, but in any event no later
         than ten (10) days prior to the deadline for any responsive pleading,
         the indemnifying party shall notify the indemnified party in writing (a
         "Notice of Assumption of Defense") if the indemnifying party elects to
         assume control of the defense of such suit or claim. If the
         indemnifying party delivers a Notice of Assumption of Defense with
         respect to a claim within the required period, the indemnifying party
         shall, subject to the exceptions set forth in the following sentence,
         have sole control over the defense and settlement of such claim;
         provided, however, that (i) the indemnified party shall be entitled to
         participate in the defense of such claim and to employ counsel at its
         own expense to assist in the handling of such claim and (ii) the
         indemnifying party shall obtain the prior written approval of the
         indemnified party before entering into any settlement of such claim or
         ceasing to defend against such claim. After the indemnifying party has
         delivered a timely Notice of Assumption of Defense relating to any
         claim, the indemnifying party shall not be liable to the indemnified
         party for any legal expenses incurred by such indemnified party in
         connection with the defense of such claim; provided that the
         indemnified party shall be entitled to retain and control the

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         defense of such claim, using counsel of its own choice, at the sole
         cost and expense of the indemnifying party, in the event that (1)
         conflicts or potential conflicts of interest between the parties so
         require, (2) such claim involves remedies or disputes other than claims
         for monetary damages, or (3) the defense or settlement of such claim
         could impair ongoing business relationships with any material provider
         of the indemnified party, or with any governmental or regulatory
         authority. In addition, the indemnifying party shall not be required to
         indemnify the indemnified party for any amount paid by such indemnified
         party in the settlement of any claim for which the indemnifying party
         has delivered a timely Notice of Assumption of Defense if such amount
         was agreed to without prior written consent of the indemnifying party,
         which shall not be unreasonably withheld or delayed in the case of
         monetary claims. An indemnifying party may withhold consent to
         settlement of claims of infringement affecting its proprietary rights
         in its sole discretion. If the indemnifying party does not deliver a
         Notice of Assumption of Defense relating to a claim within the required
         notice period, the indemnified party shall have the right to defend the
         claim in such a manner as it may deem appropriate, at the cost and
         expense of the indemnifying party. The indemnifying party shall
         promptly reimburse the indemnified party for all such costs and
         expenses upon written request therefore.

         D.       Insurance. IntelliClaim shall, for the entire Term, provide
         and maintain the following types and amounts of insurance coverage: (1)
         comprehensive general liability insurance, including contractual
         liability coverage, products-completed operations coverage, personal
         injury and comprehensive automobile liability insurance, in an amount
         not less than $1,000,000 per occurrence, and (2) worker's compensation
         insurance in accordance with all applicable state laws, including
         employer's liability insurance, in an amount not less than $500,000.
         IntelliClaim shall, prior to providing services under this Agreement
         and not less than annually thereafter, provide to Client a certificate
         of insurance evidencing such insurance coverage and naming Client as an
         additional insured on the comprehensive general liability insurance
         policy.

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VII.     Warranties and Limitation on Liability

         A. Warranties. IntelliClaim hereby represents and warrants that the
         Software will conform to the published literature provided to Client by
         IntelliClaim and referred to in Exhibit B.

         B. Functional Components: IntelliClaim represents and warrants that the
         Software performs those functions that are described in the published
         specifications as referred to in Functional Components in Exhibit B.
         IntelliClaim will provide maintenance during the term of the agreement
         as set forth in Section III.F and Exhibit B. In the event that a
         problem is solely due to Client's program alterations or failure to
         comply with the terms of this Section VII, then time and expenses
         associated with such support shall be billed by IntelliClaim at its
         current applicable rates at the rates indicated in Exhibit A, and paid
         by Client. IntelliClaim may periodically release new versions of the
         Software. Client will have the right to use such new versions.
         IntelliClaim will also periodically send Program Fixes to Client.

                      1. Client shall use commercially reasonable efforts to
                      assist IntelliClaim in placing the Software on line as
                      intended by the Client, and in researching and documenting
                      the circumstances of program malfunctions.

                      2. IntelliClaim similarly warrants all corrections to the
                      Software, including any Software modifications, all of
                      which were applied in accordance with the terms and
                      conditions of this License and Agreement.

                      3. IN NO EVENT SHALL INTELLICLAIM OR CLIENT BE LIABLE FOR
                      SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR
                      PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT, WHETHER
                      BASED ON CONTRACT OR TORT, WARRANTY OR OTHERWISE, EVEN IF
                      THEY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
                      EXCEPT FOR CLAIMS MADE UNDER SECTION VI. FURTHERMORE,
                      EXCEPT FOR CLAIMS MADE UNDER SECTIONS VI, VII, VIII OR IX
                      HEREOF, AND FOR CLAIMS ARISING FROM A PARTY'S GROSS
                      NEGLIGENCE OR WILLFUL MISCONDUCT, LIABILITY OF EITHER
                      PARTY FOR ANY AND ALL CAUSES, WHETHER FOR NEGLIGENCE,
                      BREACH OF

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                      CONTRACT, WARRANTY OR OTHERWISE SHALL, IN THE AGGREGATE,
                      NOT EXCEED THE GREATER OF $1,000,000 OR THE FEES PAID
                      HEREUNDER.

         C. IntelliClaim represents and warrants (both as of the date of this
         Agreement and at all times during the Term) that none of the Software
         (including related documentation), services or other deliverables
         provided by IntelliClaim under this Agreement will infringe any patent,
         copyright, trademark, trade secret or other intellectual or proprietary
         right of Client or a third party. In the event of any such infringement
         or alleged infringement, IntelliClaim will (in addition and not in lieu
         of any other obligations or liabilities IntelliClaim may have under
         this Agreement) promptly replace the infringing item(s) with
         non-infringing items having at least the same functionality, obtain the
         rights from Client or third party for Client to continue using the
         infringing item(s), or modify the infringing item(s) to make them
         non-infringing.

         D. IntelliClaim guarantees that the Software will maintain patient data
         confidentiality and that IntelliClaim will maintain patient data
         confidentiality while data resides within its physical and electronic
         boundaries, or in the disposal of any such data.

         E. IntelliClaim warrants that it has accurately implemented defined
         overpayment prevention rules and interventions. IntelliClaim warrants
         that all information that describes the origin and details of a
         specific rule or edit is accurate. IntelliClaim will provide or
         arrange, at IntelliClaim's sole cost and expense, for expert testimony
         about business rule origin and logic as requested by Client to support
         such defenses as Client may require as a result of any health care
         provider claim against Client arising directly from the operation of
         the Software.

         F. IntelliClaim warrants and covenants that the services provided under
         this Agreement will be performed in a professional and workmanlike
         manner, consistent with industry standards reasonably applicable to
         such services.

         G. With respect to Client's contractually mandated claims payment,
         IntelliClaim does not warrant that any specific payment rules
         identified for Client complies with the requirements of Client's health
         plan contracts. IntelliClaim does not warrant that any

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         overpayments identified by IntelliClaim and recommended to Client
         constitute all the identifiable overpayments with respect to any claim
         or claims.

VIII.    Confidentiality

         A.       IntelliClaim hereby agrees that it shall use all data and any
         information provided to or otherwise learned by it in the performance
         of this Agreement solely for the purposes of providing the Software and
         services to Client under this Agreement and revising and modifying the
         IntelliClaim Business Rules. At no time shall the payment rules or data
         be used for demonstration unless the demonstration is being performed
         for Client's employees, subcontractors or agents. Any such information
         shall be kept confidential and IntelliClaim shall not disclose any such
         information in any manner whatsoever; provided, however, that
         IntelliClaim may make such disclosure if such disclosure is required by
         applicable law and, a reasonable time prior to making such disclosure,
         IntelliClaim advises Client and gives Client an opportunity to seek an
         appropriate protective order.

         B.       Client hereby agrees that it shall keep the Software
         (including but not limited to the source code) and the processing logic
         of how IntelliClaim's claims overpayment prevention rules and
         interventions are applied confidential and will not disclose any of
         such information in any manner whatsoever to any third party; provided,
         however, that (1) Client may make such disclosure if such disclosure is
         (A) required by applicable law and, a reasonable time prior to making
         such disclosure, Client advises IntelliClaim and gives IntelliClaim an
         opportunity to seek an appropriate protective order or (B) reasonably
         required to defend a challenge by a third party as to the validity of
         any Business Rule, or otherwise to enforce Client's rights under this
         Agreement, and (2) the foregoing obligations shall not apply to any
         information that (A) is or becomes publicly available other than as a
         result of a breach of this Agreement by Client, (B) is rightfully
         received by Client from a third party and not subject to
         confidentiality obligations or (C) is in Client's possession prior to
         the date of this Agreement. Nothing herein shall be construed to limit
         Client's right to enhance its own claims rules and interventions with
         those known in the industry and/or developed by it independently of
         IntelliClaim's confidential information.

<PAGE>

         C.       Upon termination of this Agreement, each party shall return or
         destroy any confidential information received from the other under this
         Agreement to the other. Notwithstanding the return and/or destruction
         of any confidential information, the parties shall continue to be bound
         by their respective obligations of confidentiality hereunder.

         D.       Each party agrees that it will evaluate the appropriateness of
         allowing the other party to refer to it in its advertising and sales
         promotions. The results of such evaluation shall be in the sole
         discretion of each party. IntelliClaim agrees it shall not, in the
         course of performance of this License and Agreement or thereafter, use
         Client's name in any advertising or promotional material or represent
         that Client is a customer or client of IntelliClaim without the prior
         written consent of Client.

         E.       IntelliClaim acknowledges that the confidentiality of all
         Patient Medical Information (as defined herein) and records in regards
         to, but not limited to, data storage, transmission, preservation,
         printed documentation and electronic access, is to be maintained at all
         times in accordance with all local, state and federal requirements
         therefore and the provisions of this Agreement. IntelliClaim may use or
         have access to Patient Medical Information to carry out the obligations
         of IntelliClaim set forth in this Agreement or as required by law,
         subject to the provisions of Sections 2 through 10, below. "Patient
         Medical Information" shall mean (a) all Individually Identifiable
         Health Information (as defined herein), whether (i) transmitted by
         Electronic Media, (ii) maintained in any medium constituting Electronic
         Media; or (iii) transmitted or maintained in any other form or medium
         and (b) any Nonpublic Personal Financial Information, as that term is
         defined by the NAIC Model Privacy of Consumer Financial and Health
         Information Regulation (2000) issued pursuant to the Gramm Leach Bliley
         Act. "Patient Medical Information" shall not include (i) education
         records covered by the Family Educational Right and Privacy Act, as
         amended, 20 U.S.C. Section 1232g and (ii) records described in 20
         U.S.C. Section 1232g(a)(4)(B)(iv).

         F.       "Individually Identifiable Health Information" shall mean
         information that is a subset of health information, including
         demographic information collected from an individual, and (i) is
         created or received by a health care provider, health plan, employer,
         or health care clearinghouse; and (ii) relates to the past, present, or
         future physical or mental health or condition of an individual; the
         provision of health care to an individual;

<PAGE>

         or the past, present or future payment for the provision of health care
         to an individual; and (a) identifies the individual, or (b) with
         respect to which there is a reasonable basis to believe the information
         can be used to identify the individual; and (iii) relates to
         identifiable non-health information including but not limited to an
         individual's address, phone number and/or Social Security number.

         G.       "Electronic Media" shall mean the mode of electronic
         transmissions. It includes the Internet, extranet (using Internet
         technology to link a business with information only accessible to
         collaborating parties), leased lines, dial-up lines, private networks,
         and those transmissions that are physically moved from one location to
         another using magnetic tape, disk, or compact disk media. IntelliClaim
         shall ensure that its directors, officers, employees, contractors and
         agents do not use Patient Medical Information received from Client in
         any manner that would constitute a violation of the Privacy Standards
         if used in a similar manner by Client. "Privacy Standards" shall mean
         (a) the Health Insurance Portability and Accountability Act of 1996 and
         the regulations promulgated thereunder, including the Standard for
         Privacy of Individually Identifiable Health Information, 45 C.F.R.
         Parts 160 and 164, (b) the Gramm Leach Bliley Act and any applicable
         regulations governing privacy and confidentiality promulgated
         thereunder, and (c) other federal or state laws or regulations
         governing the use, disclosure, confidentiality, security or privacy of
         Patient Medical Information or other personally identifiable
         information. IntelliClaim shall not use Patient Medical Information for
         the purpose of creating de-identified information that will be used for
         any purpose other than to carry out the obligations of IntelliClaim set
         forth in this Agreement or as required by law.

                  1. Disclosure of Patient Medical Information. IntelliClaim and
                  its directors, officers, employees, contractors and agents
                  shall not disclose Patient Medical Information received from
                  or relating to Client or any of its affiliates other than as
                  is necessary to carry out the obligations of IntelliClaim set
                  forth in this Agreement or as required by law, subject to the
                  provisions of Sections 2 through 10, herein. Patient Medical
                  Information shall not be disclosed in any manner that would
                  constitute a violation of the Privacy Standards if disclosed
                  in a similar manner by Client.

<PAGE>

                  2. Safeguards Against Misuse of Information. IntelliClaim
                  agrees that it will implement all appropriate safeguards to
                  prevent the use or disclosure of Patient Medical Information
                  in any manner other than pursuant to the terms and conditions
                  of this Agreement.

                  3. Reporting of Disclosures of Patient Medical Information.
                  IntelliClaim shall, as soon as reasonably practicable and in
                  any event within five (5) days of becoming aware of a loss, a
                  suspected loss, or disclosure of Patient Medical Information
                  in violation of this Agreement by IntelliClaim, its officers,
                  directors, employees, contractors or agents or by a third
                  party to which IntelliClaim disclosed Patient Medical
                  Information pursuant to Section 2 of this Agreement, report
                  any such disclosure to Client's Privacy and Security Officers.

                  4. Agreements with Third Parties. IntelliClaim shall enter
                  into an agreement with any agent, subcontractor or other third
                  party that will have access to Patient Medical Information
                  that is received from, created or received by IntelliClaim on
                  behalf of Client or any of its affiliates pursuant to which
                  such third party agrees to be bound by the same restrictions,
                  terms and conditions that apply to IntelliClaim pursuant to
                  this Agreement with respect to such Patient Medical
                  Information. Under such agreement, the third party shall (a)
                  provide reasonable assurances that such Patient Medical
                  Information will be held confidential as provided pursuant to
                  this Agreement, (b) provide reasonable assurances that such
                  Patient Medical Information will be disclosed only as required
                  by law or for the purposes for which it was disclosed to such
                  third party, and (c) immediately notify IntelliClaim of any
                  breaches of the confidentiality of the Patient Medical
                  Information, to the extent it has obtained knowledge of such
                  breach.

                  5. Access to Information. As soon as reasonably practicable,
                  and in any event within five (5) business days of a request by
                  Client for access to Patient Medical Information about an
                  individual contained in a Designated Record Set, IntelliClaim
                  shall make available to Client such Patient Medical
                  Information for so long as such information is maintained in
                  the Designated

<PAGE>

                  Record Set. "Designated Record Set" shall mean a group of
                  records maintained by or for Client that is (i) the medical
                  records and billing records about individuals maintained by or
                  for Client, (ii) the enrollment, payment, claims adjudication,
                  and case or medical management record systems maintained by or
                  for a health plan; or (iii) used, in whole or in part, by or
                  for Client to make decisions about individuals. As used
                  herein, the term "Record" means any item, collection, or
                  grouping of information that includes Patient Medical
                  Information and is maintained, collected, used, or
                  disseminated by or for Client. In the event any individual
                  requests access to Patient Medical Information directly from
                  IntelliClaim, IntelliClaim may not deny access to the Patient
                  Medical Information requested. Rather, IntelliClaim shall,
                  within two (2) business days, forward such request to Client.

                  6. Availability of Patient Medical Information for Amendment.
                  As soon as reasonably practicable, and in any event within ten
                  (10) business days of receipt of a request from Client for the
                  amendment of an individual's Patient Medical Information or a
                  record regarding an individual contained in a Designated
                  Record Set (for so long as the Patient Medical Information is
                  maintained in the Designated Record Set), IntelliClaim shall
                  provide such information to Client for amendment and
                  incorporate any such amendments in the Patient Medical
                  Information as required by 45 C.F.R. Section 164.526. In the
                  event that the request for the amendment of Patient Medical
                  Information is made directly to the IntelliClaim, IntelliClaim
                  may not deny the requested amendment. Rather, IntelliClaim
                  shall, within two (2) business days, forward such request to
                  Client.

                  7. Audit. Upon reasonable notice, Client may audit and inspect
                  IntelliClaim's internal practices and the books and records in
                  IntelliClaim's possession for the purpose of assessing
                  IntelliClaim's use and disclosure of Patient Medical
                  Information received from Client or created by IntelliClaim on
                  behalf of Client. Such books and records shall be made
                  available to Client for its audit or inspection during regular
                  business hours.

<PAGE>

                  8. Accounting of Disclosures. As soon as reasonably
                  practicable, and in any event within ten business (10) days of
                  notice by Client to IntelliClaim that it has received a
                  request for an accounting of disclosures of Patient Medical
                  Information regarding an individual during the six (6) years
                  prior to the date on which the accounting was requested,
                  IntelliClaim shall make available to Client such information
                  as is in IntelliClaim's possession and is required for Client
                  to make the accounting required by 45 C.F.R. Section 164.528.
                  At a minimum, IntelliClaim shall provide Client with the
                  following information: (i) the date of the disclosure, (ii)
                  the name of the entity or person who received the Patient
                  Medical Information, and if known, the address of such entity
                  or person, (iii) a brief description of the Patient Medical
                  Information disclosed, and (iv) a brief statement of the
                  purpose of such disclosure that includes an explanation of the
                  basis for such disclosure. In the event the request for an
                  accounting is delivered directly to IntelliClaim, IntelliClaim
                  shall within two (2) business days forward such request to
                  Client. It shall be Client's responsibility to prepare and
                  deliver any such accounting requested. IntelliClaim hereby
                  agrees to implement an appropriate record keeping process to
                  enable it to comply with the requirements of this Section.

                  9. Availability of Books and Records. IntelliClaim hereby
                  agrees to make its internal practices, books and records
                  relating to the use and disclosure of Patient Medical
                  Information received from, created or received by IntelliClaim
                  on behalf of, Client available to the Secretary for purposes
                  of determining Client's and IntelliClaim's compliance with the
                  Privacy Standards. "Secretary" shall mean the Secretary of the
                  Department of Health and Human Services.

                  10. Return of Records. At termination of the agreement between
                  Client and IntelliClaim, if feasible, IntelliClaim shall
                  return or destroy all such information received from, created
                  or received on behalf of Client that IntelliClaim maintains in
                  any form and shall not retain any copies of such information,
                  or if such return or destruction is not feasible, extend the
                  protections in this Section 10 to such information and limit
                  further uses and

<PAGE>

                  disclosures to those purposes that make the return or
                  destruction of such information infeasible.

                  11. IntelliClaim will at all times encrypt all Claims-related
                  data before transmission to or from IntelliClaim, using
                  encryption software that is compliant with the Privacy
                  Standards and mutually agreed upon by IntelliClaim and Client.

IX.      Other Provisions

         A.       Entire Agreement. This Agreement contains the entire agreement
         between the parties with respect to the subject matter hereof and
         supersedes all prior agreements and other agreements, whether written
         or oral

         B.       Waivers and Amendments. This Agreement may be amended,
         modified, superseded, canceled, renewed or extended, and any provision
         of this Agreement may be waived, only by a written instrument signed by
         the parties or, in the case of a waiver, by the party waiving
         compliance. No delay on the part of any party in exercising any right,
         power or privilege hereunder shall operate as a waiver thereof, nor any
         single or partial exercise of any right power or privilege hereunder
         preclude any other or further exercise thereof or the exercise of any
         other right power or privilege hereunder.

         C.       Affirmative Action. The provisions set forth in U.S.
         Department of Labor regulations dealing with equal employment
         opportunity obligations of government contractors and subcontractors,
         employment by government contractors of Vietnam-era and disabled
         veterans, and employment of the physically handicapped by government
         contractors and subcontractors, are incorporated by reference herein
         and shall constitute additional terms and conditions to which
         IntelliClaim agrees.

         D.       Governing Law. Any disputes, lawsuits, claims or controversies
         arising out of or relating in any way to this Agreement, including the
         construction, interpretation or enforcement of this Agreement, shall be
         governed by, and construed in accordance with and subject to, the laws
         of the State of Connecticut.

         E.       Notices. Any notice or other communication required or which
         may be given hereunder shall be in writing and shall be delivered
         personally or via facsimile, or sent by certified, registered or
         express mail, or by reputable overnight delivery service, postage
         prepaid, to the parties at the addresses set forth on the signature
         page hereto, or at such

<PAGE>

         other addresses as shall be specified by the parties by like notice,
         and shall be effective upon receipt if delivered personally, upon
         confirmed transmission if delivered by facsimile, three (3) business
         days after the mailing date, if delivered via mail, or on the first
         business day after the mailing date, if delivered via overnight
         delivery service.

         If to Client:              Comprehensive Health Management, Inc.
                                    6800 North Dale Mabry Highway
                                    Suite 268
                                    Tampa, FL 33614
         Attention:                 William Keena
         Facsimile:                 (813) 290-6258

         With a copy to:            Comprehensive Health Management, Inc.
                                    6800 North Dale Mabry Highway
                                    Suite 268
                                    Tampa, FL 33614
         Attention:                 General Counsel
         Facsimile:                 (813) 290-6210

         If to IntelliClaim:        IntelliClaim
                                    20 Glover Avenue
                                    Box 5610
                                    Norwalk, CT 06856
         Attention:                 Kevin Hickey

         F.       Severability. If any provision of this Agreement, or the
         application of such provision to any person or circumstances, is held
         invalid or unenforceable, the remainder of the Agreement, or the
         application of such provision to persons or circumstances other than
         those as to which it is held invalid or unenforceable, shall not be
         affected thereby. The remaining provisions shall be construed so as to
         effectuate the intent of the parties.

         G.       Dispute Resolution. The parties shall meet in an attempt to
         resolve any controversy or claim arising out of or related to this
         Agreement including any possible breach of the terms of this Agreement
         promptly by negotiations between senior executives of the parties who
         have authority to settle controversy. The disputing party will give the
         other party written notice of the dispute and its desire to initiate
         the process provided for in this Section. Within twenty (20) days after
         receipt of such notice, the receiving party shall submit to the other a
         written response. Such disputing party notice and receiving party
         response will include (i) a statement of position and arguments
         supporting such position and (ii) the name and title of the executive
         who will represent it

<PAGE>

         in the negotiations. Such executives will meet at a mutually acceptable
         time and place within thirty (30) days of the date of the disputing
         party's notice and thereafter as soon as they reasonably deem necessary
         to exchange information and to attempt to resolve the dispute. If the
         dispute has not been resolved within sixty (60) days of the disputing
         party's notice, or if either party will not meet within thirty (30)
         days, either party may initiate binding arbitration of the dispute,
         which will be finally settled by a single arbitrator pursuant to the
         Commercial Arbitration Rules of the American Arbitration Association,
         with the Expedited Procedures applying in all cases. Any such
         arbitration proceeding shall be held in Norwalk, Connecticut.
         Notwithstanding the foregoing, either party shall have the right to
         seek injunctive or other equitable relief in any court of competent
         jurisdiction in the event of any breach of threatened breach of this
         Agreement by the other party and, without limitation, the parties agree
         that any violation of Section VIII hereof would cause irreparable harm
         and that, therefore, the non-breaching party shall be entitled to seek
         immediate injunctive relief to prevent or redress such violation. For
         purposes of the preceding sentence only, the parties consent to the
         exclusive jurisdiction of the state or federal courts located in
         Fairfield County, Connecticut.

         H.       Independent Contractors. In the course of performing under
         this Agreement, each of the parties will operate as, and have the
         status of, an independent contractor and will not act as an agent,
         partner, employee or fiduciary of the other party. Neither party will
         have the right or authority to assume or create any obligations or to
         make any representations or warranties on behalf of any other party,
         whether express or implied or to bind the other party in any respect
         whatsoever. Without limiting the generality of the foregoing,
         IntelliClaim acknowledges that neither it nor any of its employees is
         an agent or employee of Client, is entitled to any Client employment
         rights or benefits or is authorized to act on behalf of Client.
         IntelliClaim shall be solely responsible for any and all tax
         obligations of IntelliClaim, including but not limited to all city,
         state and federal income taxes, social security withholding tax and
         other self employment tax incurred by IntelliClaim.

         I.       Binding Effect Benefit. This Agreement shall inure to the
         benefit of and be binding upon the parties hereto and any successors
         and permitted assigns. Nothing in this Agreement expressed or implied
         is intended to confer on any person other than the parties

<PAGE>

         hereto or their successors and permitted assigns, any rights, remedies,
         obligations or liabilities under or by reason of this Agreement.

         J.       Assignment. Neither IntelliClaim nor Client may assign this
         Agreement without the prior written consent of the other party, which
         will not be unreasonably withheld or delayed; provided that either
         party may assign this Agreement to its successor upon written notice to
         the other party as a result of a merger, reorganization, stock sale,
         sale of substantially all of its assets or other similar merger,
         consolidation, acquisition or reorganization.

         K.       Counterparts. This Agreement may be executed in two or more
         counterparts, each of which shall be deemed an original but all of
         which together shall constitute one and the same instrument.

         L.       Headings. The headings in this Agreement are for reference
         purposes only and shall not in any way affect the meaning or
         interpretation of this Agreement.

         M.       Non-exclusivity. Nothing in this Agreement shall be construed
         to confer upon IntelliClaim any exclusive rights to perform the
         services hereunder to Client. Client may contract with other like
         vendors or expand its own claims review systems at Client's sole
         discretion.

         N.       Force Majeure. To the extent either party's performance is
         made impossible or delayed due to an act of God, natural disaster or
         the act or omission of a third party (who is not a contractor, agent,
         affiliate or otherwise under the control or influence of such party for
         example, the failure of Client or a Client contractor to perform
         activities on which IntelliClaim's performance is dependent or a code
         freeze imposed by Client) (collectively, a "Force Majeure Event"), then
         such party's performance under this Agreement will be excused to such
         extent provided that (i) such party takes all commercially reasonable
         efforts to mitigate the effects of the Force Majeure Event (e.g., work
         arounds, substitute performance), (ii) promptly notifies the other
         party in writing of the existence and nature of the Force Majeure
         Event, the extent to which such party's performance is affected, and
         the steps such party is taking to mitigate the effects of the Force
         Majeure Event, and (iii) promptly resumes full performance of its
         obligations once the Force Majeure Event ceases to continue; provided,
         however, that if one party's performance is delayed for 15 or more days
         due to a Force Majeure Event, the other party

<PAGE>

         shall have the right to terminate this Agreement upon written notice to
         the non-performing party.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates
below.

IntelliClaim, Inc.                   Comprehensive Health Management, Inc.

By:  /s/ Kevin Hickey                By:  /s/ Todd S. Farha
----------------------               -------------------------------------
Kevin Hickey                         Todd S. Farha, President

Date: 4/10/03                        Date: 4/2/03

Address:                             Address:
20 Glover Avenue                     6800 North Dale Mabry Highway
Norwalk, CT  06856                   Suite 268
                                     Tampa, FL 33614
Phone: (203) 847-8553                Phone:
Facsimile: (203) 847-8503            Facsimile:

<PAGE>

                                    Exhibit A

                                     Charges

I.       Service Fees.

         A.       Initial Twelve Month Limited Use License Fee: The Client will
         pay IntelliClaim a total License Fee of $127,000 for the licensing of
         the Software for use by an unlimited number of users, excluding the use
         of Claims History, and the delivery of services and support by
         IntelliClaim for the First Year. This fee will be due at contract
         execution. This includes Professional services necessary for the
         configuration of the Client's "Base Service Set-up" as specified in
         II.A. Services requested by the Client that extend beyond the scope of
         the Base Service Set-up will be available on a time and materials
         basis.

         B.       Rules Utilizing Claims History: The Client will pay
         IntelliClaim a monthly Service fee of $10,500 per month for the use of
         IntelliClaim's Operational Data Warehouse to process claims utilizing
         claims history. This option is available to the Client at any point
         during the contract term. IntelliClaim will enable the utilization of
         history upon written request and the Client will have a ninety (90)
         period to determine if this functionality will be deployed permanently.
         Once the Client has agreed to activate this functionality on a
         permanent basis, through the use of a Change Request Authorization(CRA)
         that will authorize the use of rules across claims, the total monthly
         fees will be calculated from the initial written request. Thereafter,
         Client shall have the right to terminate this option at any time upon
         not less than 90 days' prior written notice to IntelliClaim, in which
         case the monthly Service fee shall no longer accrue upon the effective
         date of such termination.

         C.       Renewal of Limited License Fee: The Client shall pay to
         IntelliClaim a total License Fee of $11,000 per month for the remaining
         six (6) months of the Initial Term (after the First Year), and for any
         Renewal Terms, for the licensing of the Software for use by an
         unlimited number of users and the delivery of services and support by
         IntelliClaim plus service fees for the use of history if that feature
         is used, and any other fees for services requested by Client. This Fee
         and subsequent installments shall be payable on a monthly basis for the
         term of the Agreement within forty-five (45) days following the receipt
         by Client of an invoice from IntelliClaim for such amount.

<PAGE>

         D.       RoboCOPS: The Client shall pay to IntelliClaim a service fee
         of $62,000 for the implementation of a single seat license for the
         RoboCOPS technology and the application that will provide an automated
         interface for the IntelliClaim recommendations for use during a twelve
         (12) month period. This fee is due at contract execution. If there is
         modification to the configuration required by the release number 7.3
         upgrade to Client's claim system, or if the integration point for the
         claims extract process moves from post adjudication to
         pre-adjudication, IntelliClaim shall provide support for such
         reconfiguration within this service fee for no charge other than the
         direct expenses of travel. For the term of this Agreement and any
         renewals, the Client shall pay to IntelliClaim yearly a license and
         maintenance fee of $15,000 (pro-rated for any partial year) for support
         of the RoboCOPS application, which fee shall cover upgrades and basic
         software maintenance. Custom configuration or modification for Client,
         other than for the initial configuration or re-installation at a
         difference point in the claim workflow, will be provided on a time and
         material basis.

         E.       Termination Fee. If Client terminates this agreement prior to
         the end of the First Year pursuant to Section II.A of the Agreement,
         Client will pay IntelliClaim a "Termination Fee" equivalent to three
         months of the License Fee specified in Section A above plus, if Client
         has activated the use of the Operational Data Warehouse prior to such
         termination, three months of the service fee specified in Section B
         above. The Termination Fee will be credited to reduce any amounts
         IntelliClaim owes Client upon termination (including, without
         limitation, any amounts due pursuant to Section II.E of the Agreement),
         with any resulting net amount payable by either party to the other to
         be due within thirty (30) days following the effective date of
         termination.

II.      Professional Fees

         A.       Professional and Consulting Service Fees. If Client determines
         a requirement for other services beyond: i.) those described in Base
         Service Set Up; and/or ii) the hours included as part of the Monthly
         Service Fee, such services shall be available from IntelliClaim staff
         on a time and materials basis. The current standard rates are included
         in the table below Section D.

         B.       Approvals. Upon the request of Client, IntelliClaim will
         provide Client with an estimate of all services to be provided and will
         ensure availability of resources.

<PAGE>

         IntelliClaim shall receive prior written approval before incurral of
         any such Services Fees.

         C.       Travel Expenses. Client agrees to pay reasonable out of pocket
         expenses incurred by IntelliClaim in connection with services provided
         under this Agreement, including travel, lodging, and living expenses,
         and other reasonable out of pocket expenses, provided that any such
         expenses are approved in advance by Client, and that IntelliClaim
         provides Client with reasonable documentation thereof. Fees will be
         become due and payable 45 days from Client receipt of invoice.

         D.       Hourly Rates: IntelliClaim will perform all professional
         services other than those included under the service fee or for
         implementation in the First Year on a time and materials basis
         calculated at a 10% discount from the then current hourly rates. The
         Client will receive notification of any changes to the 2003 Hourly Fee
         schedule below:

<TABLE>
<CAPTION>
      Resource                                Hourly Rate
      --------                                -----------
<S>                                          <C>
Sr. Management                               $         300
Technical Lead                               $         251
Sr. Project Manager                          $         218
Sr. Content Manager                          $         218
Sr. Software Engineer                        $         218
Sr. Systems Administrator                    $         218
Sr. Quality Assurance                        $         218
Project Manager                              $         180
Content Manager                              $         180
Software Engineer                            $         180
System Administrator                         $         180
Quality Assurance                            $         180
Jr. Content Manager                          $         137
Jr. Software Engineer                        $         137
Jr. System Administrator                     $         137
Jr. Quality Assurance                        $         137
</TABLE>

<PAGE>

                                    Exhibit B

                        IntelliClaim Service and Support

         The IntelliClaim Service includes the technological, service and
reporting components described in the Sections below. The use of the Operation
Data Warehouse will be limited unless the Client has selected the Rules
Utilizing Claim History option. Unless otherwise expressly provided, all
features, functionality and services described in this Exhibit are to be
provided by IntelliClaim to Client as a part of the basic service covered within
a Monthly Service Fee.

III.     Functional Components.

         The functional components of the IntelliClaim Traffic COP Base Service
         system Version 4.0.2001904SWR are as follows:

         A.       Content Configurator: The proprietary interface and dictionary
         structure, which IntelliClaim personnel accesses for maintenance
         purposes, comprised of edits and tables of parameters for customizing
         the Service to be consistent with the business rules of Client.

         B.       Operational Data Warehouse: The archive of historical paid
         claims data optimized for high speed processing of business rules and
         patterns of the Client's provider and member behavior.

         C.       Data Access: Client will have unlimited access to the
         transactional and data warehouse databases for its own internal
         business purposes utilizing the standard IntelliClaim products and
         services. Additionally, Client may request data extraction, custom
         reports and other specific projects, which would be completed on a time
         and materials basis.

         D.       Rules Engine with Advanced Logic: The proprietary Rules Engine
         that supports business rules and can involve complex reasoning related
         to any claim, member, or provider attribute across historical claims
         data.

         E.       Knowledge Packs: The libraries of edits applied by the Rules
         Engine consistent with the Content Configurator setup. IntelliClaim
         represents and warrants that the Knowledge Packs currently available to
         the Client are consistent with what IntelliClaim provides to any of it
         other clients that pay a standard licensing fee. The standard
         IntelliClaim fee enables the use of Ingenix Medicode CES edits, CMS
         Correct Coding

<PAGE>

         Initiative edits, and IntelliClaim proprietary edits (the "Initial
         Knowledge Packs"). Any additional Knowledge Packs that are acquired by
         IntelliClaim from external sources of content will be made available to
         Client. If IntelliClaim offers these new Knowledge Packs for no
         additional fee to its other clients, they will also be offered to
         Client for no additional fees. If IntelliClaim has to pay a third party
         a royalty or other per customer fee in order to supply an additional
         Knowledge Pack to IntelliClaim's customer and IntelliClaim charges its
         other customers incremental fees for such additional Knowledge Pack,
         IntelliClaim may offer Client such additional Knowledge Pack subject to
         Client paying IntelliClaim a mutually agreed fee.

         F.       WebCOPS: The browser-based application through which any
         designated Client user may access a secured website at IntelliClaim to
         view claims, recommendations and reports. The interface will provide
         the claim identified with IntelliClaim recommendations, source of rules
         and if required, the supporting claim information.

         G.       Traffic Cop Workflow Manager: A rules based electronic
         workflow manager that supports the routing of claims to various
         Knowledge Packs, as well as to internal or external destinations based
         on requirements for additional review or processing. IntelliClaim will
         provide the internal routing capabilities and data requirements for
         Client's use in routing claims between the IntelliClaim Rules Engine
         and the Client. Any additional Traffic Cop applications, including
         Client-initiated development of interfaces to other third party review
         organizations, will be programmed for Client on a time and materials
         basis.

         H.       RoboCOPS: A rules based electronic workflow manager that will
         provide an automated interface for the IntelliClaim recommendations
         through the use of the Client's claim system's user interface.
         IntelliClaim will ensure that RoboCOPS, and/or its configuration by
         IntelliClaim, will return Claims that had been selected via the claim
         extract process and produced recommendations from the IntelliClaim
         Rules Engine into the Diamond claims system, properly matching each
         Claim to the pending Claim, and unpend such Claims. Such process will
         occur automatically, without disruption to the Diamond claims system
         and without requiring the time or attention of Client's personnel.

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IV.      Service Components.

         A. Base Service Set Up: IntelliClaim will provide implementation
         planning, base system configuration, and initial training during the
         Implementation Period as defined in the Implementation Plan. Services
         provided include:

                  1. A mutually acceptable Implementation Plan.

                  2. Configuration and implementation of applicable business
                  rules from the library of rules and edits in the IntelliClaim
                  Knowledge Packs. This includes Type I and Type II rule changes
                  during the Implementation and Pre-production Periods.
                  Development of additional custom rules will be developed on a
                  time and material basis.

                  3. The configuration and implementation of the Functional
                  Components of the IntelliClaim Service required to support
                  applicable business rules. Development of other supporting
                  workflow processes will be provided on a time and material
                  basis; and

                  4. The configuration and implementation of service related
                  reports, which will be web-based and include, but are not
                  limited to, the following:

                  a. Batch Reports

                           (1)      Batch Validation Report detailing the status
                                    of any Claims that the Service may have
                                    failed to process, the reason for any such
                                    failure, and the number of claims processed
                                    by the Service. This Batch Report will
                                    provide an inventory that includes the total
                                    number of claims submitted, rejected,
                                    processed and the number of recommendation
                                    by rule category.

                           (2)      Claim Detailed Audit Report listing each
                                    specific recommendation made by IntelliClaim

                           (3)      Batch Summary Report detailing the number of
                                    times a specific rule fired, including an
                                    estimated financial savings.

                           (4)      Detailed claim listing and status for each
                                    batch of claims provided.

                           (5)      Batch Processing Report providing detail of
                                    receipt, routing and processing of a batch

                  b. COPS Rules Report summarizing the order in which rules are
                  firing, along with rule category and certainty. (current,
                  test, potential).

<PAGE>

                  c. Claim Access Audit Report reporting for number of WebCOPS
                  inquiries, identity of users who accessed claims, and the
                  detail of the claim.

                  d.  Savings Reports

                           (1)      Batch Savings Report detailing the number of
                                    times by business rule IntelliClaim
                                    recommendations were applied to the final
                                    claim dispositions.

                           (2)      Batch Savings Claim Detail Report listing
                                    each specific recommendation applied to
                                    final claim dispositions.

                           (3)      Weekly and Monthly Savings reports
                                    summarizing the above reports.

                  5.  IntelliClaim shall provide account management and project
                  management support to act as the primary point of contacts
                  between Client and IntelliClaim.

                  6.  Training:

                  a.  Pre-Production Training: IntelliClaim shall provide
                      training as set forth in Section III.J of the Agreement.
                      Client will designate the number of individuals who will
                      attend each session. Additional staff training shall be
                      available at the then-current standard hourly fee from
                      IntelliClaim.

                  b.  Training Materials and Documentation: IntelliClaim shall
                      provide all required materials and documentation for each
                      session. Additionally, IntelliClaim grants Client the
                      right to make an unlimited number of copies, in whole or
                      in part, of the training documentation and other materials
                      IntelliClaim provides Client, including the right to
                      create derivative works based on such training
                      documentation and other materials, solely for Client's
                      internal use during the term of the Agreement.

B.       Support After Base Set Up

                  1.  Operations Help Desk: IntelliClaim shall provide 24/7/365
                  access to support personnel qualified to assist in the
                  recovery and restoration of IntelliClaim service as well as
                  any general user or operational questions. The IntelliClaim
                  Help Desk will be staffed business days from 8 a.m. to 6 p.m.
                  (eastern time) and IntelliClaim support personnel will be
                  available via pager at all other times

<PAGE>

                  2. Client will be provided sixty (60) hours per year of
                  professional staff time, exclusive of Account Executive time,
                  for the following services:

                  a.  Client Service Support Desk: IntelliClaim will make
                      available to Client the resources of the Client Service
                      Support Desk to ensure the effective operation of the
                      IntelliClaim service, and to respond to Client's inquiries
                      requests to optimize the use of the Service.

                  b.  Change Request Development: Client will provide
                      IntelliClaim with the business specifications that comply
                      with IntelliClaim's Change Control Process for any
                      Service, Rule, or Software Change Request After prompt
                      review of the requested change, IntelliClaim will inform
                      Claims Processor into which of the following categories
                      the requested change falls:

                           (1)      Type I Rule Changes. Type I changes are
                                    defined as changes that involve editing
                                    parameters in the configuration files and do
                                    not involve programming changes or new
                                    programming development. IntelliClaim will
                                    be responsible for performing the testing
                                    and quality assurance on all Type I Rule
                                    Changes and acknowledges that Client will
                                    not be responsible, and does not plan to,
                                    perform any such activities with respect to
                                    any Type I Rule Changes.

                           (2)      Type II Rule Changes. Type II changes are
                                    defined as changes to rule logic that can be
                                    achieved without changing the Base software.
                                    IntelliClaim will put Type II Rule Changes
                                    through full user acceptance and integration
                                    testing prior to delivery to Client to
                                    ensure that they do not adversely impact the
                                    functionality or operation of the Service.

                           (3)      Type III Rule Changes. Type II changes are
                                    defined as changes that can only be achieved
                                    by programming and implementing code changes
                                    to the Base software. IntelliClaim will put
                                    Type III Rule Changes through full testing
                                    (including regression testing) and quality
                                    assurance prior to delivery to Client to
                                    ensure that they do not adversely impact the
                                    functionality or operation of the Service.

                           (4)      Non-rule Changes: Changes to other
                                    Functional Components, exclusive of the
                                    Rules Engine. Without limiting the
                                    generality of this statement, this includes
                                    requested changes to reports, workflow, data
                                    structures, or

<PAGE>

                                    graphical interfaces that are separate from
                                    specific rule change requests.

                      Any IntelliClaim professional staff time required to
                      properly implement the IntelliClaim Service or the
                      Software, or to correct any errors, defects or other
                      problems in the IntelliClaim Service or the Software,
                      shall be provided by IntelliClaim at no cost or expense to
                      Client, and shall not count against the 60 hours per year
                      specified above.

                      3. New Versions of Knowledge Packs. IntelliClaim will
                      provide documentation for each new release of a Knowledge
                      Pack. Client will be informed of any new release, update,
                      patch, correction or other new version or enhancement of a
                      Knowledge Pack no later than the same is provided to any
                      other IntelliClaim customer.

V.       Maintenance Times

System availability is exclusive of scheduled downtime for maintenance.
IntelliClaim's maintenance will be completed in one window per week of no more
than six (6) hours