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                                   FIRST AMENDMENT
                                        TO THE
                                   CREDIT AGREEMENT

                            Dated as of December 31, 1998


     This FIRST AMENDMENT dated as of December 31, 1998 (this "First 
Amendment") is between CORE, INC., a Massachusetts corporation (the 
"Borrower"), and FLEET NATIONAL BANK, a national banking association (the 
"Bank").

     PRELIMINARY STATEMENTS.  The Borrower and the Bank entered into a Credit 
Agreement dated as of August 31, 1998 (the "Credit Agreement").  The Borrower 
has requested the Bank to amend the Commitment reduction schedule and fix 
the date for entering into interest rate protection agreements and the Bank 
has agreed to such request.

     NOW, THEREFORE, for valuable consideration, receipt of which is hereby 
acknowledged, the Borrower and the Bank agree as follows:

     Section 1.     AMENDMENTS TO THE CREDIT AGREEMENT.  Effective as of the 
effective date hereof and subject to the satisfaction of the conditions 
precedent set forth in Section 2 hereof, the Credit Agreement is hereby 
amended as follows:

          (a)  SUBSECTION (a) OF SECTION 2.5 (MANDATORY REDUCTION OF
     COMMITMENT) of the Credit Agreement is amended by decreasing to
     $500,000 the mandatory Commitment reduction required on December 31,
     1998 and by adding the requirement for a $500,000 mandatory Commitment
     reduction on January 29, 1999.  All other Commitment reduction amounts
     and dates shall remain unchanged.

          (b)  SECTION 5.14 (INTEREST RATE PROTECTION) is deleted and
     replaced with the following:

               "On or before January 15, 1999, the Borrower shall
               enter into interest rate protection arrangements
               covering the amount of the Commitment, on terms
               and conditions satisfactory to the Bank."

          (c)  SUBSECTION (c) OF SECTION 7.1 (EVENTS OF DEFAULT) is amended
     by adding "Section 5.14" to clause (i) thereof.

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          (d)  SCHEDULE 4.4 TO THE CREDIT AGREEMENT is deleted and replaced
          with SCHEDULE 4.4 to the First Amendment to the Credit Agreement
          dated as of December 31, 1998 between the Borrower and the Bank.

     Section 2.     CONDITIONS OF EFFECTIVENESS.  This First Amendment shall 
become effective when, and only when, the Bank shall have received a 
counterpart of this First Amendment executed by the Borrower and an amendment 
fee of $5,000.

     Section 3.     REPRESENTATIONS AND WARRANTIES OF THE BORROWER.  The 
Borrower represents as follows:

          (a)  The execution, delivery and performance by the Borrower of
     this First Amendment has been duly authorized by all necessary
     corporate action and does not and will not (a) require any consent or
     approval of its shareholders; (b) violate any provisions of its
     certificate of incorporation or by-laws; (c) violate any provision of
     or require any filing, registration, consent or approval under, any
     law, rule, regulation (including without limitation, Regulation U and
     X), order, writ, judgment, injunction, decree, determination or award
     presently in effect having applicability to and binding upon the
     Borrower or any Subsidiary; (d) result in a breach of or constitute a
     default or require any consent under any indenture, mortgage or loan
     or credit agreement or any other material agreement, lease or
     instrument to which the Borrower or any Subsidiary is a party or by
     which it or its Properties may be bound; or (e) result in, or require,
     the creation or imposition of any Lien upon or with respect to any of
     the Properties now owned or hereafter acquired by the Borrower.

          (b)  The representations and warranties contained in Article 4 of
     the Credit Agreement, as amended by this First Amendment, are correct
     in all material respects on and as of the date hereof as though made
     on and as of the date hereof.

          (c)  No Event of Default or Default has occurred and is
     continuing or would result from the signing of this First Amendment or
     the transactions contemplated hereby.

          (d)  There has been no material adverse change in the financial
     condition, operations, Properties, business or business prospects of
     the Borrower and its Subsidiaries, if any, since the date of the last
     financial statements furnished to the Bank.

          (e)  No actions, suits or proceedings or investigations are
     pending or, as far as the Borrower can reasonably foresee, threatened
     against or affecting the Borrower or any Subsidiary, or any Property
     of any of them before any court, governmental agency or arbitrator,
     which if determined adversely to the Borrower or any Subsidiary would
     in any one case or in the aggregate have a Materially Adverse Effect.

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                                         -3-

          (f)  No information, exhibit or report furnished in writing by or
     on behalf of the Borrower or any officer or director of the Borrower
     to the Bank in connection with the negotiation of, or pursuant to the
     terms of this First Amendment, contained when made any material
     misstatement of fact or omitted to state a material fact necessary to
     make the statements contained therein not misleading.

     Section 4.     REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT.

          (a)  Upon the effectiveness of this First Amendment, on and after
     the date hereof, each reference in the Credit Agreement to "this
     Credit Agreement", "hereunder", "hereof", "herein" or words of the
     like import shall mean and be a reference to the Credit Agreement as
     amended hereby.

          (b)  Except as specifically amended above, the Credit Agreement
     shall remain in full force and effect and is hereby ratified and
     confirmed.

          (c)  The execution, delivery and effectiveness of this First Amendment
     shall not, except as expressly provided herein, operate as a waiver of any
     right, power or remedy of the Bank under the Credit Agreement, nor
     constitute a waiver of any provision of the Credit Agreement.

     Section 5.     COSTS, EXPENSES AND TAXES.  The Borrower agrees to pay on 
demand all costs and expenses of the Bank in connection with the preparation, 
execution and delivery of this First Amendment including, without limitation, 
the reasonable fees and out-of-pocket expenses of counsel for the Bank with 
respect thereto.

     Section 6.     EXECUTION IN COUNTERPARTS.  This First Amendment may be 
executed in any number of counterparts, each of which when so executed and 
delivered shall be deemed to be an original and all of which taken together 
shall constitute but one and the same instrument.

     Section 7.     GOVERNING LAW.  This First Amendment shall be governed 
by, and construed in accordance with, the laws of the State of Connecticut.

     Section 8.     DEFINED TERMS.  Capitalized terms used herein which are 
not expressly defined herein shall have the meanings ascribed to them in the 
Credit Agreement.

                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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                                         S-1

     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment 
to be executed by their respective officers thereunto duly authorized, as of 
the date first above written.

                              CORE, INC.


                              By: /s/ William E. Nixon
                                  -----------------------------
                              Name: William E. Nixon
                              Title: EVP & CFO


                              FLEET NATIONAL BANK


                              By: /s/ James H. Sterns
                                  -----------------------------
                              Name:  James H. Sterns
                              Title:  SVP

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                                 SCHEDULE 4.4
                                      TO
                     FIRST AMENDMENT TO CREDIT AGREEMENT
                                DATED 12/31/98
                  BETWEEN CORE, INC. AND FLEET NATIONAL BANK

     The Litigation status of CORE, INC. and each of its subsidiaries:

CORE, INC.
     See TCM Services, below

CORE MANAGEMENT INC. (DELAWARE)
     None

CORE MANAGEMENT, INC. (CALIFORNIA)
     None

CORE SECURITIES CORP.
     None

COST REVIEW SERVICES, INC.
     None

INTEGRATED BEHAVIORAL HEALTH
     None

PROTOCOL WORK SYSTEMS, INC.
     None

SSDC CORP.
     None

TCM SERVICES, INC.

     Arbitration has been initiated with American Arbitration Association 
("AAA") in Atlanta, Georgia by Transcend Services, Inc. and Transcend Case 
Management, Inc. (collectively "Transcend") against CORE, INC. and its 
wholly-owned subsidiary TCM Services, Inc.  Management of CORE, INC. believes 
it has meritorious defenses to the claims made by Transcend, intends to 
vigorously defend against such claims and intends to assert counterclaims 
against Transcend in the arbitration.  A copy of Transcend's filing with the 
AAA has been supplied to Fleet Bank.

DISABILITY REINSURANCE MANAGEMENT SERVICES, INC.
     None*

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     *Notwithstanding the above, Disability Reinsurance Management Services, 
Inc. ("DRMS") has been notified of the following claims against DRMS clients 
which may impact DART results:

     1.  FORT DEARBORN - Claim for Fibromyalgia received 4/3/96.  Claim denied
     1/8/97 based on lack of any objective medical evidence to support the
     claim.  Appealed 1/31/97 and denial upheld 6/24/97.  Lawsuit filed against
     Fort Dearborn on 4/15/98.  We are jointly trying to settle this lawsuit
     with claimant.  DART liability $808/month with potential duration to
     5/25/2002.

     2.  SHENANDOAH - Claim for Syncope (fainting) received 1/2/97.  Five months
     of benefits paid to date.  DART liability $719/month up to an additional 19
     months.

     3.  PROTECTIVE LIFE INSURANCE COMPANY - While Protective has not yet been
     named in the suit, they have notified us that one of our joint claimants
     has filed suit against their employer contending that they violated the
     Americans with Disabilities Act (ADA).  The Employer purchased a contract
     from Protective Life which limits benefits for Mental & Nervous conditions
     to 24 months while paying claims to age 65 for other types of disabilities.
     Claimant now contends that he has physical disabilities and has been
     awarded Social Security benefits based on these disabilities.